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EXHIBIT 2.2
▇▇▇▇▇▇ ▇▇▇▇▇▇▇, INC.
CALCOR ACQUISITION
▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇ ▇▇▇
▇▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
July 30, 1999
Calyx & Corolla, Inc.
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Ladies and Gentlemen:
This letter agreement (this "Agreement") relates to that
certain Agreement and Plan of Merger dated as of May 11, 1999 (the "Merger
Agreement") by and among Calyx & Corolla, Inc., a California corporation (the
"Company"), ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Inc., a Delaware corporation ("GSI"), and Calcor
Acquisition ("Calcor"). Capitalized terms used herein and not otherwise defined
shall have the meanings ascribed thereto in the Merger Agreement.
For good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, we hereby agree as follows:
1. PERMITTED FEES AND EXPENSES. Section 9.1 of the Merger
Agreement is hereby amended by adding the following at the end thereof:
"Notwithstanding anything herein to the contrary, in the event
the Closing occurs, the Parent shall assume and pay all of the Company's
reasonable accounting fees and expenses and legal fees and expenses related
solely and directly to the Merger; provided, however, that any such fees and
expenses or other advisory fees incurred by the Company on its own behalf or on
behalf of its directors, officers or shareholders in connection with the Merger
which do not constitute Permitted Fees and Expenses shall reduce the Merger
Consideration Dollar Value on a dollar-for-dollar basis, subject to, however,
and modified to the extent provided in, any and all representations made by the
parties to the Company's accountants in connection with the opinion referred to
in Section 3.4(i) hereof."
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2. MISCELLANEOUS. This Agreement (i) shall be binding upon the
parties hereto and their respective successors, agents, representatives,
assigns, officers, directors and employees; (ii) may not be amended or modified
except in writing; (iii) represents the entire understanding between the parties
with respect to the subject matter hereof; (iv) may be executed in separate
counterparts, each of which shall be deemed an original but all such
counterparts shall together constitute one and the same instrument; and (v)
shall be governed by and construed in accordance with the internal laws of the
State of California. Except for the foregoing, the provisions of the Merger
Agreement shall govern the subject matter hereof as it relates to the Merger
Agreement; provided that, in the event of any conflict between the Merger
Agreement and this Agreement, the provisions of this Agreement shall govern.
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If you agree with the foregoing terms, please indicate your
acceptance thereof by signing where indicated below.
Very truly yours,
▇▇▇▇▇▇ ▇▇▇▇▇▇▇, INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Title: Senior Vice President
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CALCOR ACQUISITION
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Title: Senior Vice President
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ACKNOWLEDGED AND AGREED:
CALYX & COROLLA, INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title: President
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Date: July 30, 1999