AMENDMENT NO. 2 TO ACQUISITION AGREEMENT AND PLAN OF MERGERAcquisition Agreement and Plan of Merger • April 25th, 2005 • Sunset Brands Inc • Blank checks • Delaware
This Amendment No. 2 to Acquisition Agreement and Plan of Merger (this “Amendment”), dated as of April 18, 2005, among IBF Fund Liquidating, LLC, a Delaware limited liability company (“IBF”), U.S. Mills, Inc., a Delaware corporation (the “Company”), USM Acquisition Sub, Inc., a Delaware corporation (“Merger Sub”), and Sunset Brands, Inc., a Nevada corporation (the “Purchaser”), amends the Acquisition Agreement and Plan of Merger, dated as of February 18, 2005, among IBF, the Company, Merger Sub and the Purchaser (as amended by Amendment No. 1 thereto, dated as of March 7, 2005, the “Merger Agreement”). Capitalized terms used and not defined herein have the meanings set forth in the Merger Agreement.
