AMENDMENT TO AGREEMENT AND PLAN OF MERGER
This Amendment is to that certain Agreement and Plan of Merger (the
"Agreement") dated June 6, 2000, by and among EpicEdge, Inc., a Texas
corporation, with its principal place of business at 0000 Xxxxxxxx, Xxxxx 000,
Xxxxxxx, Xxxxx 00000 ("EDG"), EDG Acquisition Corporation, a California
corporation, with its principal place of business at 0000 Xxxxxxxx, Xxxxx 000,
Xxxxxxx, Xxxxx 00000 (the "Sub"), IPS Associates, Inc., a California
corporation, having its principal place of business at 0000 Xxxxxxx Xxxxxx, Xxx
Xxxxxx, XX 00000 (the "Company"), Xxxxxxx Xxxx, Xxxxxxxx Xxxxxx, Xxxxx Xxxxxxxx,
and Xxxxxxx Xxxxxxx (such individuals collectively referred to as "Certain
Stockholders"). EDG, the Sub, the Company, and the Certain Stockholders are
sometimes referred to collectively herein as the "Parties."
WHEREAS, the parties wish to amend the Agreement as set forth below.
NOW, THEREFORE, in consideration of the mutual promises, terms, covenants and
conditions set forth herein and in the Agreement, it is hereby agreed that the
Agreement be amended as follows:
1. The effective date of the Agreement shall be June 1, 2000.
2. Section 1.2(b) shall be amended as follows:
(b) As used herein the term "Per Share Merger Consideration" shall
mean, for each share of the Company Stock, (i) .50(subject to adjustment
pursuant to Section 1.4, the "Conversion Number") shares of EDG Common Stock,
(ii) $1.028 cash (the "Merger Cash") and (iii) if applicable, the Fractional
Cash (as defined in paragraph (c) below).
3. Section 1.3 shall be amended as follows:
1.3 Registration of Stock. Within thirty (30) days of the closing
hereof, EDG shall file a registration statement with the Securities and Exchange
Commission registering the resale of 300,000 shares of the EDG Common Stock
issued as consideration hereby, EDG shall use its best efforts to have the
registration statement declared effective by the Securities and Exchange
Commission, as soon as practicable thereafter. For the six-month period
following the effective date of the registration statement, each of the Company
Stockholders will be entitled to sell their pro-rata portion of the greater of
(i) 26,110 shares of EDG Common Stock per month, or (ii) $500,000 worth of EDG
Common Stock per month based upon the average of the last sales price for the
five days prior to the beginning of the month. For example, if the registration
statement is declared effective November 15, 2000, a Company Stockholder may
sell his or her pro rata portion of the EDG Common Stock utilizing either of the
above captioned formulas beginning December 1, 2000. Notwithstanding the
foregoing, in no event will the aggregate number of shares able to be sold per
month utilizing item (ii) above exceed 50,000 shares of EDG Common Stock.
All other terms and conditions of the Agreement shall remain unmodified.
IN WITNESS WHEREOF, the Parties have duly executed this Amendment
effective as of the 30th day of June, 2000.
EPICEDGE, INC.
By:______________________________________
Name: Xxxxxxx X. Xxxxxx, Xx.
Title: Chief Executive Officer
SUB: EDG Acquisition Corporation
By:______________________________________
Name: Xxxxxxx X. Xxxxxx, Xx.
Title: President
COMPANY: IPS ASSOCIATES, INC.
By:______________________________________
Name: Xxxxxxx Xxxx
Title: President
CERTAIN STOCKHOLDERS:
_________________________________________
Name: Xxxxxxx Xxxx
_________________________________________
Name: Xxxxxxxx Xxxxxx
_________________________________________
Name: Xxxxx Xxxxxxxx
_________________________________________
Name: Xxxxxxx Xxxxxxx
