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EXHIBIT 2.09
AMENDMENT NO. 1 TO AMENDED AND RESTATED MERGER AGREEMENT
AMENDMENT, dated as of May 20, 1998, by and among Office
Centre Corporation, a Delaware corporation, Office Centre Richmond, a Virginia
corporation, Office Centre Richmond, a Delaware corporation, The Supply Room
Companies, Inc., a Virginia Corporation, Yancey S. Jones and M. Addison Jones.
W I T N E S S E T H :
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WHEREAS, the parties hereto are parties to that certain
amended and restated merger agreement, dated as of May 20, 1998 (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 6.2(ii) - YANCEY JONES. Section 3(c) of Exhibit
6.2(ii) to the Original Agreement with respect to Yancey Jones is hereby deleted
in its entirety and replaced with the following:
"Transferable (subject to federal and state securities law
restrictions) stock options for 50,000 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 6.2(ii) - M. ADDISON JONES. Section 3(c) of Exhibit
6.2(ii) to the Original Agreement with respect to M. Addison Jones 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
2
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."
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.
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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 RICHMOND, a Virginia
corporation
By: /s/ Robert J. Gillon, Jr.
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Robert J. Gillon, Jr.
OFFICE CENTRE RICHMOND, a Delaware
corporation
By: /s/ Robert J. Gillon, Jr.
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Robert J. Gillon, Jr.
THE SUPPLY ROOM COMPANIES, INC.
By:/s/ Yancey S. Jones
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Yancey S. Jones
/s/ M. Addison Jones
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M. Addison Jones