EX-2.2
from 8-K
1 page
Termination of Agreements This Will Confirm Our Mutual Understanding and Agreement That: (A) the Agreement and Plan of Merger Between Caneum, Inc. and Pipeline Software, Inc., as Amended, Terminated by Our Mutual Agreement Effective January 1, 2005; and (B) the Employment Agreements of Caneum, Inc. With Charlie Sundling and Raju Patel, and the Parties' Obligations Thereunder to Provide Services and Make Payments for Subsequent Periods, Expired and Terminated Effective January 1, 2005, Provided That Any Unpaid Payments Owed for Periods Before That Termination Date Shall Be Made to the Employees. Caneum, Inc., a Nevada Corporation by /S/ Gary Allhusen Gary Allhusen Senior Vice President Signed on January 4, 2005 Pipeline Software, Inc., a California Corporation by /S/ Charlie Sundling Charlie Sundling, President Signed on January 4, 2005 /S/ Charlie Sundling Charlie Sundling Signed on January 4, 2005 /S/ Raju Patel Raju Patel Signed on January 4, 2005
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EX-2
from 8-K
1 page
Amendment to Agreement and Plan of Merger the Undersigned Parties to the Agreement and Plan of Merger, Dated as of July 8, 2004, Agree That the "Termination Date," as Defined in Section 8.1 of That Agreement, Is Changed From September 30, 2004, to December 31, 2004. No Other Changes Are Made to Such Agreement by This Amendment. Dated: November 17, 2004 Caneum, Inc., a Nevada Corporation by /S/ Gary Allhusen Gary Allhusen, Executive Vice President Pipeline Software, Inc., a California Corporation by /S/ Charlie Sundling Charlie Sundling
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EX-2
from 8-K
1 page
Amendment to Agreement and Plan of Merger the Undersigned Parties to the Agreement and Plan of Merger, Dated as of July 8, 2004, as Amended, Agree That the "Termination Date," as Defined in Section 8.1 of That Agreement, Is Changed From October 30, 2004, to November 19, 2004. No Other Changes Are Made to Such Agreement by This Amendment. Dated: October 8, 2004 Caneum, Inc., a Nevada Corporation by /S/ Gary Allhusen Gary Allhusen, Executive Vice President Pipeline Software, Inc., a California Corporation by /S/ Charlie Sundling Charlie Sundling, President
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EX-2
from 8-K
1 page
Amendment to Agreement and Plan of Merger the Undersigned Parties to the Agreement and Plan of Merger, Dated as of July 8, 2004, as Amended, Agree That: 1. the "Termination Date," as Defined in Section 8.1 of That Agreement, Is Changed From September 30, 2004 to October 30, 2004. 2. Section 1.8.1(d) Is Amended to Read in Full as Follows: "(D) on the Closing Date and on the Payments Dates Specified in Section 1.8.10 Below, the Cash Payments Determined Under Section 1.8.10 Below." 3. New Section 1.8.10 Is Added to the Agreement, Which Shall Read in Full as Follows: "1.8.10 on the Effective Time, a Cash Payment Shall Be Paid Under Section 1.8.1(d) Above for Each Outstanding Share of Company Common Stock Equal To: (A) the Lesser of (I) Fifty Thousand Dollars ($50,000), Plus Fifty Thousand Dollars ($50,000) Multiplied by the Number of Full Calendar Months That Have Then Elapsed Since September 1, 2004, or (II) the Sum Computed Under Section 5(m) Below, Less $300,000; (B) Divided by the Total Number of Company Shares. on Each First (1st) Day of a Calendar Month After the Effective Time, an Additional Cash Payment Shall Be Paid Under Section 1.8.1(d) for Each Outstanding Share of Company Common Stock Equal to (C) Fifty Thousand Dollars ($50,000) (Or a Lesser Amount for the Last Such Payment), Divided by the Total Number of Company Shares, but Only Until the Total Cash Payments Paid Under This Paragraph Equal Five Hundred Thousand Dollars ($500,000)." No Other Changes Are Made to Such Agreement by This Amendment. Dated: September 21, 2004 Caneum, Inc., a Nevada Corporation by /S/ Gary Allhusen Gary Allhusen, Executive Vice President Pipeline Software, Inc., a California Corporation by /S/ Charlies Sundling Charlie Sundling, President
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