UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 9, 2012
Universal Business Payment Solutions Acquisition Corporation
(Exact Name of Registrant as Specified in Charter)
| Delaware | 001-35170 | 90-0632274 | ||
|
(State or Other Jurisdiction of
Incorporation or Organization) |
(Commission
File Number) |
(I.R.S. Employer
Identification No.) |
|
Radnor Financial Center 150 North Radnor-Chester Road, Suite F-200 Radnor, PA |
19087 |
|
| (Address of Principal Executive Offices) | (Zip Code) |
(610) 977-2482
(Registrant’s telephone number, including area code)
Not Applicable
(Former Name of Former Address if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| x | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 1.01. | Entry into a Material Definitive Agreement |
On July 6, 2012, Universal Business Payment Solutions Acquisition Corporation, a Delaware corporation (“ UBPS ”), entered the following three definitive agreements:
(1) the Agreement and Plan of Merger, by and among UBPS, JP Merger Sub, LLC, a Delaware limited liability company and a wholly-owned subsidiary of UBPS, JetPay, LLC, a Texas limited liability company (“ JetPay ”), and WLES, L.P., a Texas limited partnership and Trent Voigt (the “ JetPay Agreement ”), in connection with the acquisition of JetPay and certain affiliated entities;
(2) the Agreement and Plan of Merger, by and among UBPS, Enzo Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of UBPS, Francis David Corporation, an Ohio Corporation (“ EMS ”), the stockholders of EMS and James Weiland, as Representative (the “ EMS Agreement ”), in connection with the acquisition of EMS and certain affiliated entities; and
(3) Agreement and Plan of Merger, by and among UBPS, ADC Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of UBPS, AD Computer Corporation, a Pennsylvania corporation (“ ADC ”), Payroll Tax Filing Services, Inc., Carol and C. Nicholas Antich as Joint Tenants, C. Nicholas Antich, Carol Antich, Eric Antich, Lynn McCausland, the B N McCausland Trust, Joel E. Serfass and C. Nicholas Antich, as Representative (the “ ADC Agreement ” and collectively with the JetPay Agreement and the EMS Agreement, the “ Acquisition Agreements ”), in connection with the acquisition of ADC and certain related entities.
A current report of Form 8-K describing the Acquisition Agreements was filed by UBPS on July 9, 2012.
On August 9, 2012, UBPS entered into an amendment to each of the Acquisition Agreements (collectively, the “ Amendments ”), pursuant to which the relevant parties amended certain provisions of each Acquisition Agreement, including: (i) the definition of the “Cap” to clarify the intention of the parties, and (ii) the assignment provision to allow UBPS or JetPay, EMS or ADC, as the applicable surviving entity, to assign their respective rights under the Acquisition Agreements to any lenders as collateral security. Additionally, the amendment to the EMS Agreement clarifies the intention of EMS and UBPS to adjust for cash as part of the purchase price adjustment.
The description of the Amendments is qualified in its entirety by reference to the full text of each of the Amendments, which are attached hereto as Exhibits 2.1, 2.2 and 2.3, respectively, and incorporated by reference herein. You are urged to read each Amendment in its entirety.
Forward-Looking Statements
In addition to historical information, this Current Report on Form 8-K may contain a number of “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. Words such as anticipate, expect, project, intend, plan, believe, and words and terms of similar substance used in connection with any discussion of future plans, actions, or events identify forward-looking statements. Forward-looking statements relating to the proposed transaction include, but are not limited to: statements about the benefits of the proposed transactions involving UBPS and JetPay, EMS, and ADC, including future financial and operating results; UBPS’s and JetPay’s, EMS’s, and ADC’s plans, objectives, expectations and intentions; the expected timing of completion of the transaction; and other statements relating to the transaction that are not historical facts. Forward-looking statements involve estimates, expectations and projections and, as a result, are subject to risks and uncertainties. There can be no assurance that actual results will not materially differ from expectations. Important factors could cause actual results to differ materially from those indicated by such forward-looking statements. With respect to the proposed transactions, these factors include, but are not limited to: approval of the transactions by the UBPS stockholders; the satisfaction of the closing conditions to the transactions; the risk that a Shareholder Redemption occurs; the length of time necessary to consummate the proposed transaction; changing legislation and regulatory environments; changing interpretations of generally accepted accounting principles; continued compliance with government regulations; the risk that a condition to closing of the transaction may not be realized or may take longer to realize than expected; disruption from the transaction making it more difficult to maintain relationships with customers, employees or suppliers; a reduction in industry profit margin; the inability to continue the development of the JetPay, EMS and ADC brands; the ability to meet the NASDAQ Stock Market listing standards, including having the requisite number of round lot holders or shareholders; a lower return on investment; the inability to manage rapid growth; requirements or changes affecting the business in which JetPay, EMS and ADC are engaged; general economic conditions; and the diversion of management time on transaction-related issues. These risks, as well as other risks associated with the transaction, will be more fully discussed in the preliminary proxy statement that will be filed with the SEC in connection with the transaction. Additional risks and uncertainties are identified and discussed in UBPS’s reports filed with the SEC and available at the SEC’s website at www.sec.gov. Forward-looking statements included in this Current Report on Form 8-K speak only as of the date of this Current Report on Form 8-K. Neither UBPS nor JetPay, EMS, or ADC undertakes any obligation to update its forward-looking statements to reflect events or circumstances after the date of this Current Report on Form 8-K.
Additional Information and Where to Find It
In connection with the Acquisition Agreements, UBPS will file a proxy statement and other relevant documents concerning the Merger with the Securities and Exchange Commission (“SEC”). The definitive proxy statement will be mailed to stockholders of UBPS. Investors and stockholders of UBPS are urged to read the definitive proxy statement and other relevant documents when they become available because they will contain important information about the transactions. Copies of these documents (when they become available) may be obtained free of charge by making a request to UBPS in writing to UBPS, 150 North Radnor-Chester Road, Suite F-200, Radnor, PA 19087. In addition, documents filed with the SEC by UBPS may be obtained free of charge at the SEC’s website at www.sec.gov or by clicking on “SEC Filings” or on UBPS’s website at www.ubpsac.com.
Information Regarding Participants
UBPS and its directors, executive officers and certain employees may be deemed to be participants in the solicitation of proxies from UBPS’s stockholders in respect of the transactions. Information concerning the ownership of UBPS’s securities by UBPS’s directors and executive officers is included in their SEC filings on Forms 3, 4 and 5. Information regarding UBPS’s directors, executive officers and other persons who may, under rules of the SEC, be considered participants in the solicitation of proxies in connection with the transaction, including their respective interests in the transaction by security holdings or otherwise, will be set forth in the definitive proxy statement concerning the transaction when it is filed with the SEC. Each of these documents is, or will be, available as described above
| Item 9.01. | Financial Statements and Exhibits |
(d) Exhibits
|
Exhibit
Number |
Description | |
| 2.1 |
Amendment to Agreement and Plan of Merger, dated as of August 9, 2012, by and among UBPS and JetPay.
|
|
| 2.2 |
Amendment to Agreement and Plan of Merger, dated as of August 9, 2012, by and among UBPS and EMS.
|
|
| 2.3 |
Amendment to Agreement and Plan of Merger, dated as of August 9, 2012, by and among UBPS, ADC and Payroll Tax Filing Services, Inc.
|
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: August 10, 2012
| UNIVERSAL BUSINESS PAYMENT SOLUTIONS ACQUISITION CORPORATION | ||
| By: | /s/ Bipin C. Shah | |
|
Name: Bipin C. Shah
Title: Chief Executive Officer |
||
AMENDMENT TO AGREEMENT AND PLAN OF MERGER
THIS AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this “ Amendment ”) is entered into between Universal Business Payment Solutions Acquisition Corporation, a Delaware corporation (“ Parent ”), and JetPay, LLC, a Texas limited liability company (“ Seller ”), effective as of August 9, 2012.
RECITALS
WHEREAS , Parent and Seller are parties to that certain Agreement and Plan of Merger (the “ Merger Agreement ”), dated July 6, 2012, by and among Parent, JP Merger Sub, LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent, Seller, WLES, L.P., a Texas limited partnership and Trent Voigt.
WHEREAS , in accordance with Section 10.15, the parties wish to amend the Merger Agreement as set forth herein.
NOW, THEREFORE , in consideration of the covenants and conditions set forth herein, the parties, intending to be legally bound, hereby agree as follows:
1. Amendments.
i. Section 9.5(a) of the Merger Agreement is hereby amended by deleting such section in its entirety and substituting therefor the following:
Section 9.5 Limitations on Indemnification .
(a) Except with respect to breaches of the Seller Fundamental Representations and of the representations and warranties in Section 4.15 (Environmental Matters), Section 4.16 ( Employee Benefit Matters), Section 4.17 (Taxes) and in Section 4.28 (Proxy Statement) and for Losses arising from Indemnifiable Taxes or fraud or material misrepresentation, the Member shall not be required to indemnify or hold harmless the Parent Indemnified Parties for Losses under Section 9.2(a)(i) until the aggregate amount of all such Losses with respect to which a Claim Notice was delivered in accordance with Section 9.3 exceeds $125,000 (the “ Basket Amount ”), in which event the Member shall be obligated to indemnify the Parent Indemnified Parties for the entire amount of Losses from the first dollar without regard to the Basket Amount; provided, however, that the maximum amount of aggregate Losses for which the Parent Indemnified Parties will be entitled to recover pursuant to Section 9.2(a)(i) is $6,000,000 (the “ Cap ”).
ii. Section 10.6 of the Merger Agreement is hereby amended by deleting such section in its entirety and substituting therefor the following:
Section 10.6 Assignment; Successors and Assigns; No Third Party Rights. Except as otherwise provided herein, this Agreement may not, without the prior written consent of the other parties hereto, be assigned by operation of Law or otherwise, and any attempted assignment shall be null and void; provided, however, that Parent and/or the Surviving Entity may assign any or all of their respective rights and interests hereunder to its lenders as collateral security or to any party that is acquiring Parent and/or Surviving Entity in a change of control transaction, whether by merger, stock sale or sale of all or substantially all the assets of Parent and/or Surviving Entity. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors, permitted assigns and legal representatives. This Agreement shall be for the sole benefit of the parties to this Agreement and their respective heirs, successors, permitted assigns and legal representatives and is not intended, nor shall be construed, to give any Person, other than the Parent Indemnified Parties, the Seller Indemnified Parties, the parties hereto and their respective heirs, successors, assigns and legal representatives, any legal or equitable right, remedy or claim hereunder.
2. Recitals, Definitions . The recitals are incorporated herein by reference. Any capitalized term not defined herein shall have the meaning ascribed to such term in the Merger Agreement.
3. Ratification . In all respects not inconsistent herewith, the parties hereto ratify, affirm, and republish the Merger Agreement.
4. Conflict with the Merger Agreement . Except as set forth herein, all other provisions of the Merger Agreement shall remain in full force and effect. To the extent any provision of this Amendment is inconsistent with the Merger Agreement, this Amendment will govern and control.
5. Binding Effect . Except as otherwise provided in this Amendment to the contrary, this Amendment shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns.
6. Governing Law . This Amendment shall be governed by, and construed in accordance with, the laws of the State of Delaware.
7. Counterparts . This Amendment may be executed in two or more counterparts for the convenience of the parties hereto, each of which shall be deemed an original and all of which together will constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Amendment by facsimile or portable document format shall be effective as delivery of a mutually executed counterpart to this Amendment.
IN WITNESS WHEREOF , and intending to be legally bound, the undersigned have signed this Amendment as of the date first written above.
| UNIVERSAL BUSINESS PAYMENT SOLUTIONS ACQUISITION CORPORATION | ||
| By: | /s/ Bipin C. Shah | |
|
Name:
Title: |
Bipin C. Shah
Chief Executive Officer |
|
| JETPAY, LLC | ||
| By: | /s/ Trent Voigt | |
| Name: | Trent Voigt | |
| Title: | CEO | |
| [Signature Page to Amendment to Merger Agreement] |
AMENDMENT TO AGREEMENT AND PLAN OF MERGER
THIS AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this “ Amendment ”) is entered into between Universal Business Payment Solutions Acquisition Corporation, a Delaware corporation (“ Parent ”), and Francis David Corporation, an Ohio corporation (“ Seller ”), effective as of August 9, 2012.
RECITALS
WHEREAS , Parent and Seller are parties to that certain Agreement and Plan of Merger (the “ Merger Agreement ”), dated July 6, 2012, by and among Parent, Enzo Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent, Seller, the stockholders of Seller and James Weiland, as representative of the stockholders of Seller.
WHEREAS , in accordance with Section 10.15, the parties wish to amend the Merger Agreement as set forth herein.
NOW, THEREFORE , in consideration of the covenants and conditions set forth herein, the parties, intending to be legally bound, hereby agree as follows:
1. Amendments.
i. Sections 2.8(b) and (c) of the Merger Agreement are hereby amended by deleting such sections in their entirety and substituting therefor the following:
(b) If the Estimated Closing Net Working Capital is less than the Target Net Working Capital, the Cash Merger Consideration payable at the Closing shall be reduced by an amount equal to such deficiency. If the Estimated Closing Net Working Capital is greater than the Target Net Working Capital, the Cash Merger Consideration payable at the Closing shall be increased by such excess. The adjustment made pursuant to the two immediately preceding sentences is referred to herein as the “ Estimated Net Working Capital Adjustment .” The adjustment made to Cash Merger Consideration in this paragraph (b) and based on Estimated Closing Cash and Estimated Closing Indebtedness is referred to herein as the “ Initial Adjustment ” and shall be subject to subsequent adjustment as provided in paragraphs (c), (d) and (e) below.
(c) Within 45 days after the Closing Date, the Surviving Entity shall prepare or cause to be prepared, at its own expense, and deliver to the Representative together with all work papers and back-up materials relating thereto, a written statement setting forth (i) a balance sheet of the Seller Entities as of the close of business on the Closing Date, immediately prior to giving effect to the Closing, prepared in accordance with GAAP applied on a basis consistent with the Interim Balance Sheets, and (ii) the Surviving Entity’s final calculations of (x) the Estimated Closing Net Working Capital, (y) the Estimated Closing Cash and (z) the Estimated Closing Indebtedness (together with the balance sheet referred to in clause (i) above and the statement in clause (ii) above, the “ Final Closing Statement ”).
ii. Section 9.5(a) of the Merger Agreement is hereby amended by deleting such section in its entirety and substituting therefor the following:
Section 9.5 Limitations on Indemnification .
(a) Except with respect to breaches of (i) Indemnifiable Taxes, (ii) the Seller Fundamental Representations and (iii) the representations and warranties in Section 4.15 (Environmental Matters), Section 4.16 (Employee Benefit Matters), Section 4.17 (Taxes) and in Section 4.29 (Proxy Statement), the Stockholders shall not be required to indemnify or hold harmless the Parent Indemnified Parties for Losses under Section 9.2(a)(i) and Section 9.2(a)(v) until the aggregate amount of all such Losses with respect to which a Claim Notice was delivered in accordance with Section 9.3 exceeds $500,000 (the “ Basket Amount ”), in which event the Stockholders shall be obligated to indemnify the Parent Indemnified Parties solely for amounts in excess of the Basket Amount; provided, however, that the maximum amount of aggregate Losses for which the Parent Indemnified Parties will be entitled to recover pursuant to Section 9.2(a)(i) and Section 9.2(a)(v) is $10,000,000 (the “ Cap ”).
iii. Section 10.6 of the Merger Agreement is hereby amended by deleting such section in its entirety and substituting therefor the following:
Section 10.6 Assignment; Successors and Assigns; No Third Party Rights. Except as otherwise provided herein, this Agreement may not, without the prior written consent of the other parties hereto, be assigned by operation of Law or otherwise, and any attempted assignment shall be null and void; provided, however, that Parent and/or the Surviving Entity may assign any or all of their respective rights and interests hereunder to its lenders as collateral security or to any party that is acquiring Parent and/or Surviving Entity in a change of control transaction, whether by merger, stock sale or sale of all or substantially all the assets of Parent and/or Surviving Entity. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors, permitted assigns and legal representatives. This Agreement shall be for the sole benefit of the parties to this Agreement and their respective heirs, successors, permitted assigns and legal representatives and is not intended, nor shall be construed, to give any Person, other than the Parent Indemnified Parties, the Seller Indemnified Parties, the parties hereto and their respective heirs, successors, assigns and legal representatives, any legal or equitable right, remedy or claim hereunder.
2. Recitals, Definitions. The recitals are incorporated herein by reference. Any capitalized term not defined herein shall have the meaning ascribed to such term in the Merger Agreement.
3. Ratification . In all respects not inconsistent herewith, the parties hereto ratify, affirm, and republish the Merger Agreement.
4. Conflict with the Merger Agreement . Except as set forth herein, all other provisions of the Merger Agreement shall remain in full force and effect. To the extent any provision of this Amendment is inconsistent with the Merger Agreement, this Amendment will govern and control.
5. Binding Effect . Except as otherwise provided in this Amendment to the contrary, this Amendment shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns.
6. Governing Law . This Amendment shall be governed by, and construed in accordance with, the laws of the State of Delaware.
IN WITNESS WHEREOF , and intending to be legally bound, the undersigned have signed this Amendment as of the date first written above.
| UNIVERSAL BUSINESS PAYMENT SOLUTIONS ACQUISITION CORPORATION | ||
| By: | /s/ Bipin C. Shah | |
|
Name:
Title: |
Bipin C. Shah
Chief Executive Officer |
|
| FRANCIS DAVID CORPORATION | ||
| By: | /s/ Daniel J. Neistadt | |
| Name: | Daniel J. Neistadt | |
| Title: | President | |
| [Signature Page to Amendment to Merger Agreement] |
AMENDMENT TO AGREEMENT AND PLAN OF MERGER
THIS AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this “ Amendment ”) is entered into between Universal Business Payment Solutions Acquisition Corporation, a Delaware corporation (“ Parent ”), and AD Computer Corporation, a Pennsylvania corporation (“ ADC ”) and Payroll Tax Filing Services, Inc., a Pennsylvania corporation (“ PTFS ” and collectively with ADC, “ Sellers ”), effective as of August 9, 2012.
RECITALS
WHEREAS , Parent and Sellers are parties to that certain Agreement and Plan of Merger (the “ Merger Agreement ”), dated July 6, 2012, by and among Parent, ADC Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent, Sellers, Carol and C. Nicholas Antich as joint tenants, C. Nicholas Antich, Carol Antich, Eric Antich, Lynn McCausland, the B N McCausland Trust and Joel E. Serfass, and C. Nicholas Antich as representative of the stockholders.
WHEREAS , in accordance with Section 10.14, the parties wish to amend the Merger Agreement as set forth herein.
NOW, THEREFORE , in consideration of the covenants and conditions set forth herein, the parties, intending to be legally bound, hereby agree as follows:
1. Amendments.
i. Section 9.5(a) of the Merger Agreement is hereby amended by deleting such section in its entirety and substituting therefor the following:
Section 9.5 Limitations on Indemnification .
(a) Except with respect to breaches of the Seller Fundamental Representations and of the representations and warranties in Section 4.15 (Environmental Matters), Section 4.16 (Employment Benefit Matters), Section 4.17 (Taxes) and in Section 4.28 (Proxy Statement), the Stockholders shall not be required to indemnify or hold harmless the Parent Indemnified Parties for Losses under Section 9.2(a)(i) or for Losses under Section 9.2(a)(ii) that are based upon or arise out of the covenants and agreements of Section 6.18 until the aggregate amount of all such Losses with respect to which a Claim Notice was delivered in accordance with Section 9.3 exceeds $100,000 (the “ Threshold Amount ”), in which event the Parent Indemnified Parties shall be entitled to indemnification for Losses sustained by such Parent Indemnified Parties in excess of the Threshold Amount; provided, however, that the maximum amount of aggregate Losses for which the Parent Indemnified Parties will be entitled to recover pursuant to Section 9.2(a)(i) or for Losses under Section 9.2(a)(ii) that are based upon or arise out of the covenants and agreements of Section 6.18 is $2,160,000 (the “ Cap ”).
ii. Section 10.6 of the Merger Agreement is hereby amended by deleting such section in its entirety and substituting therefor the following:
Section 10.6 Assignment; Successors and Assigns; No Third Party Rights . Except as otherwise provided herein, this Agreement may not, without the prior written consent of the other parties hereto, be assigned by operation of Law or otherwise, and any attempted assignment shall be null and void; provided, however, that upon and after the Closing, Parent and/or the Surviving Entity may assign any or all of their respective rights and interests hereunder to its lenders as collateral security or to any party that is acquiring Parent and/or Surviving Entity in a change of control transaction, whether by merger, stock sale or sale of all or substantially all the assets of Parent and/or Surviving Entity. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors, permitted assigns and legal representatives. This Agreement shall be for the sole benefit of the parties to this Agreement and their respective heirs, successors, permitted assigns and legal representatives and is not intended, nor shall be construed, to give any Person, other than the Parent Indemnified Parties, the Seller Indemnified Parties, the parties hereto and their respective heirs, successors, assigns and legal representatives, any legal or equitable right, remedy or claim hereunder.
2. Recitals, Definitions . The recitals are incorporated herein by reference. Any capitalized term not defined herein shall have the meaning ascribed to such term in the Merger Agreement.
3. Ratification . In all respects not inconsistent herewith, the parties hereto ratify, affirm, and republish the Merger Agreement.
4. Conflict with the Merger Agreement . Except as set forth herein, all other provisions of the Merger Agreement shall remain in full force and effect. To the extent any provision of this Amendment is inconsistent with the Merger Agreement, this Amendment will govern and control.
5. Binding Effect . Except as otherwise provided in this Amendment to the contrary, this Amendment shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns.
6. Governing Law . This Amendment shall be governed by, and construed in accordance with, the laws of the State of Delaware.
7. Counterparts . This Amendment may be executed in two or more counterparts for the convenience of the parties hereto, each of which shall be deemed an original and all of which together will constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Amendment by facsimile or portable document format shall be effective as delivery of a manually executed counterpart to this Amendment.
IN WITNESS WHEREOF , and intending to be legally bound, the undersigned have signed this Amendment as of the date first written above.
| UNIVERSAL BUSINESS PAYMENT SOLUTIONS ACQUISITION CORPORATION | ||
| By: | /s/ Bipin C. Shah | |
|
Name:
Title: |
Bipin C. Shah
Chief Executive Officer |
|
| AD COMPUTER CORPORATION | ||
| By: | /s/ C. Nicholas Antich | |
| Name: | C. Nicholas Antich | |
| Title: | President | |
| PAYROLL TAX FILING SERVICES, INC. | ||
| By: | /s/ C. Nicholas Antich | |
| Name: | C. Nicholas Antich | |
| Title: | President | |
| [Signature Page to Amendment to Merger Agreement] |