EXHIBIT 2.2
AMENDMENT NO. 1 TO ASSET PURCHASE AGREEMENT
Amendment No. 1 dated as of March 31, 1998 to Asset Purchase Agreement
(the "APA") by and among Optimum Group, Inc. (the name of which is being changed
to OG Holding Corporation), ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇, OG Acquisition Corp. (the name of which is being changed to Optimum
Group, Inc.), and Inmark Enterprises, Inc.
In consideration of the mutual agreements set forth herein and to
facilitate the consummation of the transactions contemplated by the APA, the
parties hereto agree as follows:
1. The parties have agreed that Inmark Services, Inc. ("Services") a
Delaware corporation and a direct subsidiary of Inmark, shall become
the sole shareholder of Purchaser prior to the Closing and, without
thereby acknowledging that any conforming changes in the APA are
necessary, any such changes are hereby deemed made.
2. Prior to the Closing, all of the Shareholders have transferred their
shares of Seller to individual electing small business trusts
("Trusts", as to each Trust for a particular Shareholder, a
"Shareholder Trust"). Each Shareholder and each Shareholder Trust
agrees that such Shareholder shall remain liable and his or her
Shareholder Trust shall be jointly and severally liable for all of such
Shareholder's obligations, respectively, to Inmark and Purchaser under
the APA, including without limitation the indemnification obligations
thereunder, to the extent that such Shareholder is liable for said
obligations under the APA and as limited by the indemnification
provisions of the APA. In consideration of the foregoing, Inmark and
Purchaser agree to such transfers.
3. The $8,825,000 cash portion of the Purchase Price payable to Seller
at the Closing shall be reduced to $8,700,000 and the aggregate
Purchase Price shall be reduced by $125,000 to reflect certain bonuses
paid by Seller to employees of Seller in December 1997 as contemplated
by the terms of the APA.
4. The Seller shall be permitted to retain a total of $100,000 of its
cash or cash equivalents at the Closing. All other cash and cash
equivalents of Seller shall be transferred by Seller to Purchaser at
the Closing.
5. All of the capitalized terms not otherwise defined herein shall have
the meanings given to them by the APA.
6. This Agreement shall constitute an integral part of the APA which,
as modified hereby, is hereby ratified, approved and confirmed.
IN WITNESS WHEREOF, the undersigned have executed this Amendment No. 1
as of the day and year first above written.
OPTIMUM GROUP, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, President
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, Individually
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ as Trustee of
Electing Small Business Trust
U/A/W ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
dated March 26, 1998 f/b/o ▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇▇▇
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Individually and
as Trustee of Electing Small
Business Trust U/A dated March 26,
1998 f/b/o ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Individually and
as Trustee of Electing Small
Business Trust U/A dated March
26, 1998 f/b/o ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
By: /s/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Individually
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ as Trustee of
Electing Small Business Trust
U/A/W ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ dated
March 26, 1998 f/b/o ▇▇▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, Individually
and as Trustee of Electing Small
Business Trust U/A dated March
26, 1998 f/b/o ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Individually and
as Trustee of Electing Small
Business Trust U/A dated March
26, 1998 f/b/o ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, individually
and as Trustee of Electing Small
Business Trust U/A dated March
26, 1998 f/b/o ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
OG ACQUISITION CORP.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Executive Vice President,
Chief Financial Officer &
Secretary
INMARK ENTERPRISES, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Executive Vice President,
Chief Financial Officer &
Secretary
INMARK SERVICES, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Executive Vice President,
Chief Financial Officer &
Secretary