Amendment to Agreement and Plan of Merger between Services Acquisition Corp. International, JJC Acquisition Company, and Jamba Juice Company

Summary

This amendment modifies the original Agreement and Plan of Merger dated March 10, 2006, between Services Acquisition Corp. International, JJC Acquisition Company, and Jamba Juice Company. The main change extends the deadline for the merger's closing date to September 15, 2006. All other terms of the original agreement remain unchanged. The amendment is effective upon signature by all parties.

EX-10.1 2 file2.htm FORM OF AMENDMENT TO AGREEMENT AND PLAN OF MERGER

Exhibit 10.1 Services Acquisition Corp. International 401 East Las Olas Boulevard, Suite 1140 Ft. Lauderdale, FL 33301 August __, 2006 Jamba Juice Company 1700 17th Street San Francisco, CA 94103 Ladies and Gentlemen: Reference is hereby made to the Agreement and Plan of Merger dated as of March 10, 2006 (the "Agreement") by among Services Acquisition Corp. International, a Delaware corporation ("Parent"), JJC Acquisition Company, a California corporation and a wholly-owned subsidiary of Parent ("Merger Sub") and Jamba Juice Company, a California corporation ("Company"). Capitalized terms used herein but not otherwise defined herein shall have such meanings as defined in the Agreement. The parties have agreed to amend and modify the Agreement as follows: 1. Notwithstanding anything to the contrary in the Agreement, the language of Section 8.1 (h) shall be deleted in its entirety and replaced with the following: "by either Parent or the Company if the Closing Date shall not have occurred by September 15, 2006." 2. This letter may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement. In the event that any signature is delivered by facsimile transmission, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile signature page were an original thereof. 3. The Company acknowledges that Parent SEC Reports are deemed to include any amendments to such filings. Except as modified hereby all of the other terms and conditions of the Agreement remains in full force and effect. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK SIGNATURE PAGES FOLLOW] IN WITNESS WHEREOF, the parties hereto have caused this letter (amending the Agreement) as of the date first written above. SERVICES ACQUISITION CORP. INTERNATIONAL By: -------------------------------- Title: Chairman JJC ACQUISITION COMPANY By: -------------------------------- Title: President JAMBA JUICE COMPANY By: -------------------------------- Title: President By: -------------------------------- Title: Secretary