First Amendment to Agreement of Merger between JAKKS Acquisition II, Inc. and Pentech International Inc.

Summary

This amendment, dated July 13, 2000, modifies the original merger agreement between JAKKS Acquisition II, Inc. and Pentech International Inc. The main change is an increase in the merger consideration to $1.60 per share of Pentech common stock, provided that stockholder approval is obtained by July 28, 2000, or a later date approved by JAKKS. If approval is not obtained by that date, the original terms apply. All other terms of the merger agreement remain unchanged.

EX-2.2 3 ex2-2.txt EXHIBIT 2.2 1 EXHIBIT 2.2 FIRST AMENDMENT TO AGREEMENT OF MERGER FIRST AMENDMENT dated as of July 13, 2000 to the Agreement of Merger of JAKKS Acquisition II, Inc. with and into Pentech International Inc. (the "Merger Agreement"). The parties hereto desire to amend the Merger Agreement to increase the Merger Consideration (as defined in the Merger Agreement) as follows: 1. Capitalized terms, not otherwise defined herein, are used herein as defined in the Merger Agreement. 2. If the Stockholder's Meeting is held and the Stockholder Approval is obtained on July 28, 2000 or on or before such later date as to which JAKKS may, in its sole discretion, consent, (a) the Merger Consideration payable, pursuant to Section 5.2 of the Merger Agreement, in respect of each share of Pentech Common Stock outstanding at the Effective Time shall be $1.60 per share, and (b) the Merger Consideration payable, pursuant to Section 5.4 of the Merger Agreement, in respect of each share of Pentech Common Stock subject to an Eligible Option shall be in an amount equal to the excess of $1.60 over the exercise price of such Eligible Option with respect to such share (and Section 1.21 of the Merger Agreement shall be amended by replacing "$1.40" by "$1.60"). If the Stockholder Approval is not obtained on or before such date, unless JAKKS otherwise agrees, the increase of the Merger Consideration (and the amendment to Section 1.21 of the Merger Agreement) provided in the foregoing sentence shall terminate and the Merger Consideration shall be determined as initially provided in the Merger Agreement. 3. In all other respects, the Merger Agreement shall remain in full force and effect. 2 IN WITNESS WHEREOF, the undersigned, by their duly authorized officers, have duly executed this First Amendment as of July 13, 2000.