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EXHIBIT 2.07
AMENDMENT NO. 3 TO MERGER AGREEMENT
AMENDMENT, dated as of May 20, 1998, by and among Office
Centre Corporation, a Delaware corporation, Office Centre Fort Worth, a Texas
corporation, Greenwood Outfitters, Inc., a Texas Corporation, Robert Wood and
Raleigh Green.
W I T N E S S E T H :
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WHEREAS, the parties hereto are parties to that certain merger
agreement, dated as of October 24, 1998, as amended (the "Original Agreement");
and
WHEREAS, the parties desire to amend the Original Agreement in
accordance with the terms set forth herein.
NOW, THEREFORE, for good and valuable consideration, the
receipt of which is hereby acknowledged, the parties hereto agree as follows:
1. EXHIBIT 7.2(b)(i) - RALEIGH GREEN. Section 3(c) of Exhibit
7.2(b)(i) to the Original Agreement with respect to Raleigh Green is hereby
deleted in its entirety and replaced with the following:
"Stock options for 25,000 shares (after giving effect to any
reverse stock split of the Company's shares of Common Stock),
exercisable at the initial public offering price of the
Company, for a period of 10 years from the date of grant,
one-third of which vest on the first anniversary of the date
hereof, another one-third of which vest on the second
anniversary date hereof, and the final one-third of which vest
on the third anniversary date hereof. Other stock options may
be granted yearly in the discretion of the Company's
Compensation Committee and approved by the Board of Directors
of the Company."
2. EXHIBIT 7.2(b)(i) - ROBERT WOOD. Section 3(c) of Exhibit
7.2(b)(i) to the Original Agreement with respect to Robert Wood is hereby
deleted in its entirety and replaced with the following:
"Stock options for 25,000 shares (after giving effect to any
reverse stock split of the Company's shares of Common Stock),
exercisable at the initial public offering price of the
Company, for a period of 10 years from the date of grant,
one-third of which
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vest on the first anniversary of the date hereof, another
one-third of which vest on the second anniversary date
hereof, and the final one-third of which vest on the third
anniversary date hereof. Other stock options may be granted
yearly in the discretion of the Company's Compensation
Committee and approved by the Board of Directors of the
Company."
3. Notwithstanding anything to the contrary in the Original
Agreement, the Company shall have the option to increase the cash portion of the
merger consideration payable to the Shareholders by up to $1,000,000 and
accordingly reduce the portion of the merger consideration payable in shares of
Common Stock of the Company by such amount.
4. The Original Agreement, as hereby amended, shall remain in
full force and effect.
5. This Agreement may be executed in any number of
counterparts, each of which when so executed and delivered shall be deemed an
original, but all of which counterparts together shall constitute but one and
the same instrument.
IN WITNESS WHEREOF, the parties have executed and delivered
this instrument as of the date and year first above written.
OFFICE CENTRE CORPORATION
By: /s/ROBERT J. GILLON, JR.
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Robert J. Gillon, Jr.
OFFICE CENTRE FORT WORTH
By: /s/ROBERT J. GILLON, JR.
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Robert J. Gillon, Jr.
GREENWOOD OUTFITTERS, INC.
By:/s/ROBERT WOOD
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Robert Wood, VP
/s/RALEIGH GREEN
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Raleigh Green
/s/ROBERT WOOD
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Robert Wood