EXHIBIT 2.1
AGREEMENT AND PLAN OF MERGER
by and among
ARIEL WAY, INC.,
SYREI ACQUISITION LTD.,
SYREI HOLDING UK LIMITED,
SYREI AB,
AND
SYREI LIMITED
AMENDMENT NO. 2
Dated as of July 1, 2008
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AMENDMENT NO. 2
TO
AGREEMENT AND PLAN OF MERGER
THE AGREEMENT AND PLAN OF MERGER, dated as of January 31, 2008 (the "Agreement"), is herewith amended as Amendment No. 2 dated as of July 1, 2008 as follows:
1.
Page 3, Section 1.7 (b) substitute 245 days for 135 days;
2.
Page 3, Section 1.7 (b) substitute 260 days for 150 days;
3.
Page 4, Section 1.9 (a) substitute 245 days for 135 days;
4.
Page 4, Section 1.9 (a) substitute 260 days for 150 days;
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IN WITNESS WHEREOF, Buyer, Buyer Sub, the Company, the Company Sub and the Stockholder have executed this Amendment No. 2 to the Agreement as of the date first written above.
| ARIEL WAY, INC. | |
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| By: |
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| Name: Arne Dunhem | |
| Title: Chairman and CEO | |
| SYREI ACQUISITION LTD. | |
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| By: |
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| Name: Arne Dunhem | |
| Title: Chief Executive Officer | |
| SYREI HOLDING UK LIMITED | |
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| By: |
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| Name: | |
| Title: Director | |
| SYREI AB | |
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| By: |
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| Name: Thomas Strangert | |
| Title: Chief Executive Officer | |
| SYREI LIMITED | |
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| By: |
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| Name: | |
| Title: Director | |
[Signature Page to Amendment No. 2 to Agreement and Plan of Merger]
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