SECONDAMENDMENT TO MERGER AGREEMENT

 

SECOND AMENDMENT TO MERGER AGREEMENT

This Second Amendment to Merger Agreement (this "Amendment") is entered into on April __ , 2010, by and among Tedom Capital, Inc. ("Tedom"), Tedom Acquisition Corporation ("Merger Sub"), and eLayaway, Inc. ("eLayaway") with reference to the following facts and circumstances:

A. Tedom, Merger Sub and eLayaway have previously entered into a Merger Agreement dated March 19, 2010 (the "Agreement"). Capitalized terms used and not otherwise defined herein have the meanings set forth in the Agreement.

B. Tedom, Merger Sub and eLayaway now desire to amend the Agreement, as set forth below.

NOW, THEREFORE, in consideration of their respective promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Tedom, Merger Sub and eLayaway agree as follows:

1.           Amendment to Recitals of the Agreement. Recitals A and B of the Agreement is hereby amended by removing Recitals A and B in their entirety and replacing them with the following Recitals A and B in lieu thereof:

“A.           eLayaway currently has issued and outstanding (i) 9,221,517 shares of  no par value common stock (the “eLayaway Common Stock”), (ii) 1,854,013 shares of $0.719 par value Series A Convertible Preferred Stock (the “eLayaway Series A”), (iii) 2,788,368 shares of $0.705 par value Series B Convertible Preferred Stock (the “eLayaway Series B”), (iv) 3,142,452 shares of $1.15 par value Series C Convertible Preferred Stock (the “eLayaway Series C”), (iv) 186,243 shares of $1.588 par value Series D Convertible Preferred Stock (the “eLayaway Series D”)  and (vi) warrants to purchase up to 2,265,945 shares of eLayaway’s common stock (the “eLayaway Warrants;” and collectively with the eLayaway Common Stock, the eLayaway Series A, the eLayaway Series B, the eLayaway Series C and the eLayaway Series D, the “eLayaway Securities”).

B.           Pursuant to the provisions of this Agreement, the Parties now desire to effect a reverse triangular merger (the “Merger”) as a result of which (i) Merger Sub shall merge with and into eLayaway, (ii) the holders of the eLayaway Securities, as listed on the attached Exhibit A (the “eLayaway Security Holders”), shall collectively receive (or, in the case of the eLayaway Warrants, have the right to receive) an aggregate of 18,325,566 shares of Tedom (subject to reduction for any Dissenting Shares) in exchange for their eLayaway Securities (as described in more detail below) and (iii) eLayaway shall become a wholly-owned subsidiary of Tedom.”

2.           Amendment to Section D.(3) of the Agreement.  Section D.(3) of the Agreement is hereby amended by removing each of the par values referenced in Section  D.(3) and replacing them with a par value of $0.001.

3.           Ratification of Remaining Terms. Except as expressly amended hereby, all of the terms and provisions of the Agreement shall remain in full force and effect.

4.            Multiple Counterparts.  This Amendment may be signed in one or more counterparts which, each of which shall be deemed to be an original and all of which when taken together shall constitute a single instrument.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the undersigned have caused this Amendment to be duly executed by their respective authorized persons on the date first above written.

TEDOM CAPITAL, INC.

By:
Its:

TEDOM ACQUISITION CORPORATION

By:
Its:

eLAYAWAY, INC.

By:
Its: