EXHIBIT 10.1(a)


 


FIRST AMENDMENT TO


AGREEMENT AND PLAN OF MERGER


 


This
“First Amendment” to Agreement and Plan of Merger dated as of January 11,
2008 amends the Agreement and Plan of Merger dated as of November 7, 2007
(“Agreement”) by and among Shea Development
Corp. (now Riptide Worldwide, Inc.), a Nevada corporation (“Parent”), Shea Development
Acquisition No. 4 Corp., a Nevada corporation and wholly-owned subsidiary
of Parent (“Merger Sub”), CRI Advantage, Inc.,
an Idaho corporation (the “Company”),
and holders of the all of the outstanding capital stock of the Company as
listed on Schedule 1 hereto (“Certain Company
Shareholders”).  Holders
of capital stock of the Company are collectively referred to herein as the “Company Shareholders,” and
individually as a “Company Shareholder”.  Capitalized terms used and not otherwise
defined herein have the meanings set forth in Article 10 of the Agreement.


 


RECITALS


 


A.            The Agreement
anticipated a Closing on or before December 15, 2007.


 


B.            The Closing has
been delayed and the Parties wish to amend the Agreement pursuant to the terms
and conditions set forth in this First Amendment.


 


NOW
THEREFORE, in consideration of the covenants, promises, representations and
warranties set forth in the Agreement and herein, and for such other good and
valuable consideration, the parties hereto intend to be legally bound agree as
follows:


 


1.             Recitals True.  The foregoing Recitals are true and correct
and are incorporated into this First Amendment by this reference.


 


2.             Amendment.  Pursuant to Section 9.4 of the
Agreement, the parties hereto agree to modify and amend the Agreement as
follows:


 


        A.                    Section 1.2
is amended and modified to read as follows:


 


1.2           Closing.  Subject to the terms and conditions of this
Agreement, the closing of the Merger (“the Closing”)
will take place at the offices of Dunnington, Bartholow & Miller, LLP
located at 477 Madison Avenue, New York, NY 10022 or at such other place as
Parent and the Company mutually agree, at 10:00 a.m. local time on January 31,
2008 or the second Business Day after the day on which the last of the closing
conditions set forth in Article 6 below has been satisfied or waived, or
such other date as Parent and the Company mutually agree upon in writing (the “Closing Date”).  On the Closing Date: (a) the parties
hereto will cause the Merger to be consummated by filing with the Secretaries
of State of the State of 


 


1

















 


Idaho
and the State of Nevada a certificate of merger and any required related
documents in such form or forms as are required by, and executed in accordance
with, applicable law (the date and time of such filing being the “Effective Time” and the date upon
which the Effective Time occurs being the “Effective Date”);
(b) Parent will deliver the merger consideration to the Company
Shareholders in accordance with Section 1.6; and (c) Merger Sub,
Company and Parent will cross-deliver the certificates and other documents and
instruments to be cross-delivered pursuant to Article 6 below.


 


B.    Section 1.14 is amended
and modified to read as follows:


 


1.14         Company Tax
Liability.  As set forth on Schedule
1.14, the Company currently owes for the years 2006 and 2007 (a) the
Internal Revenue Service $371,774.25 (as of January 8, 2008) and (b) the
Idaho State Tax Commission $241,950.85 (as of January 2, 2008) for unpaid
withholding and payroll taxes (“Tax Liability”).  All such amounts, plus any additional
penalties and interest, due at Closing will be paid by the Company
contemporaneously with Closing.  Other
than as set forth in this Section 1.14 the Company will have no
outstanding tax liability at Closing for the Calendar years 2004, 2005, 2006,
and 2007.


 


C.    Section 1.6(a)(iii) (C)is
amended and modified to read as follows:


 


                                                (C)           If the Surviving Corporation EBITDA
is $1,800,000 or more for calendar year 2008 (Jan-Dec), not withstanding the
Closing Date then the escrow agent will release to the Company shareholders all
of the escrow cash and stock.


 


D.    The first paragraph of Section 2.6 is re-numbered to be Section 2.6(a)


 


E.     Section 2.10(e) is
amended and modified as follows:


 


                (e)           Subject to Section 2.10(p) below,
except as disclosed in Schedule 2.10(e), the Company does not have knowledge of
any actions by any Taxing Authority in connection with assessing a material
amount of additional Taxes against and in respect of the Company for any past
period.  Subject to Section 2.10(p) below, there is no dispute
or claim concerning any Tax liability of the Company (i) threatened,
claimed or raised by any Taxing Authority and (ii) of which the Company is
aware. Subject to Section 2.10(p) below and the disclosure of the
current state of Idaho tax lien filed against the Company and its assets and
the anticipated filing of a federal tax lien against the Company and its
assets, Subject to Section 2.10(p) there will be no Liens for Taxes
upon the Assets and Properties of the Company other than liens for Taxes not
yet due or which are being contested by the Company in good faith.  There are no outstanding agreements or
waivers extending the statutory period of limitation applicable to any Tax
Returns required to be filed by, or which 


 


2

















 


include or are treated as including, the Company with respect to any
Tax assessment or deficiency affecting the Company.


 


F.     Section 2.10(p) is
amended and modified as follows:


 


2.10(p)    Outstanding Tax
Liabilities.


 


                (i)            Notwithstanding any contrary
representation and/or warranty in this Section 2.10, the Internal Revenue
Service (“IRS”) has issued notices of deficiency to the Company and intends to
record on January 8, 2007 a general tax lien for certain unpaid IRS Form 941
employment taxes, interest and penalties assessed against the Company for tax
periods Third Quarter 2006, Fourth Quarter 2006 and First Quarter 2007 (“Federal
Tax Liability”).  The Company and the IRS
have entered into an Installment Agreement dated April 23, 2007 whereby
the Company has agreed to pay the IRS $4,000 per week commencing April 27,
2007 and continuing each week thereafter until the Federal Tax Liability is
paid in full.  The Company has been in
full compliance with said Installment Agreement, contemporaneous with Closing,
the Federal Tax Liability will be paid in full by the Company.  Other than the specific taxes identified in
this Section 2.10(p), all other taxes including payroll and withholding
amounts have been paid and are current through the date of closing.


 


                (ii)           Notwithstanding any contrary
representation and/or warranty of this Section 2.10, as disclosed on
Schedule 1.14, the State of Idaho (“State”) has issued notices of deficiency to
the Company and has a recorded tax lien for certain unpaid taxes, interest and
penalties assessed against the Company (“State Tax Liability”).  Contemporaneous with Closing the State Tax
Liability will be paid in full by the Company.


 


G.    Section 5.3 is amended
and modified to read as follows:


 


5.3           Expenses.  Except as set forth in paragraph 5.7(a),
whether or not the transactions contemplated hereby are consummated, each of
Parent, Merger Sub and Company will be responsible for their own fees and
expenses incurred in connection with this Agreement including all legal,
accounting, financial advisory, consulting and all other fees and expenses of
third parties (“Third Party Expenses”) that may be
engaged by Parent, Merger Sub and Company, incurred by a third party in
connection with the negotiation and effectuation of the terms and conditions of
the transactions contemplated hereby, including this Agreement, and the
transactions contemplated hereby, and will be the obligation of the respective
party incurring such Third Party Expenses.


 


H.   Section 5.7 is
amended and modified to read as follows:


 


 


3

















 


5.7           Company’s
Accountants.  If the Closing Date
occurs before December 31, 2007, the Company will use commercially
reasonable efforts to cause its management and its accountants to facilitate on
a timely basis (i) the preparation of audited financial statements
prepared in accordance with GAAP for the years ended December 31, 2005 and
2006, (ii) the review, pursuant to the requirements promulgated by the
Public Company Accounting Oversight Board of the Company’s financial statements
for the nine months ended September 30, 2007 (iii) the delivery of
such reports from the Company’s independent accountants to Parent prior to December 31,
2007.  If the Closing Date occurs on or
after December 31, 2007 the Company will use commercially reasonable
efforts to cause its management and its accountants to facilitate on a timely
basis (i) the preparation of audited financial statements prepared in
accordance with GAAP for the years ended and ending December 31, 2006 and
2007 respectively and (ii) the delivery of such reports from the Company’s
independent accountants to Parent no later than sixty (60) days after
Closing.  In addition if the Closing Date
occurs prior to December 31, 2007 for the purposes of the requirements of
the Internal Revenue Service Revenue Ruling 59-60 and the accounting
requirements pursuant to the accounting for business combinations, the Company
shall deliver no later than December 31, 2007 a balance sheet of the
Company as of the Closing Date (the “Closing Date Balance Sheet”)
that has been reviewed and approved by its independent accounting firm.  If the Closing Date occurs on December 31,
2007 or later, the Closing Date Balance Sheet will be delivered to Parent no
later than ten (10) days following the Closing Date.


 


                (a)   All cost and expense related to the following
reports will be paid by the Parent:


 


                                (i)            2007 Audit


                                (ii)           Academic Accelerator, LLC Valuation
Report


                                (iii)          FAS 123 Stock Valuation


 


I.      The second sentence of Section 2.19
is amended and modified to read as follows:


 


To the Company’s knowledge, except for the disclosure of the Federal
and Idaho State Tax liabilities, the Company is not liable for payment to any
trust or other fund......


 


J.     Section 6.3(l) is
amended and modified to read as follows:


 


(l)            Audit Completion.  The
Company will deliver to Parent the audited financials for the calendar year
ended December 31, 2007 no later than sixty (60) days after Closing.


 


K.    Section 6.3(n) is
amended and modified to read as follows:


 


 


4

















 


(n)           Restructure
of Debt.  The Company’s debt
as set forth on Exhibit A, attached hereto and incorporated herein
by this reference, will be restructured and paid through a loan from Parent or
an affiliate of Parent on the Closing Date.


 


L.     Section 6.3(o) is
amended and modified to read as follows:


 


(o)           Note to
Shareholder.  One half of the
CRI shareholder debt ($344,347) will be converted to Parent Common Stock and
such shares are deemed to be included in the 5,900,000 equivalent shares of the
Parent Common Stock identified in the Merger Consideration and the remaining
one half of the shareholder debt ($344,347) will be renegotiated to a weighted
average cost of debt of 5% requiring payment to the Shareholder(s) entitled
to payment for such debt with interest at the rate of 5% per annum, interest
only payments for 18 months and then an ultimate payment of all interest and
principal due and owing to the shareholder(s) upon the expiration of 18
months from Closing.


 


M.   Section 8.1(b) is
amended and modified to read as follows:


 


(b)           by Parent, Merger
Sub or the Company (or with respect to the obligations of any particular
Certain Company Shareholder, such Certain Company Shareholder) if (i) the
Closing has not occurred before 10:00 a.m. (Eastern Standard Time) on January 31,
2008,  or on such later date as the
parties hereto may mutually agree (provided, however, that the right to
terminate this Agreement under this sub clause 8.1(b) (i) will not be
available to any party whose willful failure to fulfill any obligation
hereunder has been the cause of, or resulted in, the failure of the Closing to
occur on or before such date); (ii) there will be a final non-appealable
order of the United States federal or state court in effect preventing
consummation of the transactions contemplated hereby; or (iii) there will
be any statute, rule, regulation or order enacted, promulgated or issued or
deemed applicable to the transactions contemplated hereby by any Governmental
or Regulatory Authority that would make consummation of the transactions
contemplated hereby illegal;


 


 


 


5
















 


3.     Ratification of the Merger Agreement.  Except as modified herein, in all other
respects the Merger Agreement is ratified and approved.


 


	
  CRI ADVANTAGE, INC.

  	
  RIPTIDE WORLDWIDE, INC.

  
	
   

  	
  formerly SHEA DEVELOPMENT 

  
	
   

  	
  CORP.

  
	
   

  	
   

  
	
  By:

  	
  

  	
   

  	
  By:

  	
  

  	
   

  
	
   

  	
  Gary
  Brookshier

  	
   

  	
  Frances
  E. Wilde

  
	
   

  	
  President
  and CEO

  	
   

  	
  Chairman
  and CEO

  
	
   

  	
   

  	
   

  	
   

  
	
  CERTAIN COMPANY SHAREHOLDERS

  	
   

  	
   

  
	
  By:

  	
  

  	
   

  	
   

  	
   

  
	
   

  	
  Monte
  Brookshier

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  

  	
   

  	
   

  	
   

  
	
   

  	
  Gary
  Brookshier

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  

  	
   

  	
   

  	
   

  
	
   

  	
  Toby
  Tobbaccowala

  	
   

  	
   

  
							



 


 


6

















 


Schedule 1


List of Shareholders


 


 




	
  Name

  	
   

  	
  Title

  	
   

  	
  Number
  of Shares

  Owned Beneficially

  	
   

  
	
  Gary Brookshier

  	
   

  	
  CEO and President-Director

  	
   

  	
  17,200,000

  	
   

  
	
  Judy Brookshier

  	
   

  	
  Secretary
  Treasurer-Director

  	
   

  	
  —

  	
   

  
	
  Monte Brookshier

  	
   

  	
  Vice President of
  Operations-Director

  	
   

  	
  2,000,000

  	
   

  
	
  Tim Powers

  	
   

  	
  Chief Financial Officer

  	
   

  	
  —

  	
   

  
	
  Toby Tobaccowala

  	
   

  	
  Chairman of the Board

  	
   

  	
  800,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  20,000,000

  	
   

  






 


 


 


7

















 


Schedule
1.14 (Amended)


Outstanding
Tax Liability


 


 




	
  Payee

  	
   

  	
  Amount

  	
   

  
	
  Internal Revenue Service

  	
   

  	
  $

  	
  371,774.25

  	
   

  
	
  State of Idaho Withholding
  Tax Liability

  	
   

  	
  $

  	
  260,721.85

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Total Tax Liability

  	
   

  	
  $

  	
  632,496.10

  	
   

  






 


 


 


8

















 


Exhibit A


 


Company’s
Debt Amount (as of 0


January 11,
2008)


 


 


	
  Washington Trust Bank

  	
   

  	
  $

  	
  178,744.79

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Key

  	
   

  	
  $

  	
  1,100,000.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Stearns

  	
   

  	
  $

  	
  800,867.05

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  IRS

  	
   

  	
  $

  	
  371,774.25

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  State

  	
   

  	
  $

  	
  260,721.85

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Total

  	
   

  	
  $

  	
  2,712,107.94

  	
   

  



 


 


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