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EXHIBIT 2.14
AMENDMENT NO. 1 TO MERGER AGREEMENT
AMENDMENT, dated as of May 20, 1998, by and among Office
Centre Corporation, a Delaware corporation, Office Centre New England, a
Delaware corporation, New England Office Supply Company, Inc., a Massachusetts
corporation, and Indira Patel.
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 May 15, 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 7.2(b)(i) - INDIRA PATEL. Section 3(c) of Exhibit
7.2(b)(i) to the Original Agreement with respect to Indira Patel is hereby
deleted in its entirety and replaced with the following:
"Transferable (subject to federal and state securities laws
restrictions) stock options for 75,000 shares (after giving
effect to any reverse stock split of the Company's shares of
Common Stock prior to the date hereof), 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. After the date hereof, the number of stock options and
the exercise price per share shall be subject to an equitable
adjustment in the event of stock splits, stock dividends,
combinations or subdivisions. To the extent not transferred,
the Company will attempt to cause such stock options to be
incentive stock options. 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. 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
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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.
3. The Original Agreement, as hereby amended, shall remain in
full force and effect.
4. 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 NEW ENGLAND
By: /S/ ROBERT J. GILLON, JR.
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Robert J. Gillon, Jr.
NEW ENGLAND OFFICE SUPPLY COMPANY, INC.
By: /S/ INDIRA B. PATEL
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Indira B. Patel, President
/S/ INDIRA B. PATEL
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Indira Patel
Sole Shareholder