Exhibit 2.2
AMENDMENT NO.1 TO AGREEMENT AND PLAN OF MERGER
This AMENDMENT NO. 1 (the "Amendment") to the AGREEMENT AND PLAN OF MERGER
(the "Agreement") originally dated as of November 5, 2004, among Fun City
Popcorn, Inc., a Nevada corporation ("Parent"), LEV Pharmaceuticals, Inc., a
Delaware corporation ("Lev") and LEV Acquisition Corp., a Delaware corporation
and a wholly-owned subsidiary of Parent ("Lev Merger Sub") is dated as of
December 8, 2004.
WITNESSETH:
WHEREAS, on November 5, 2004, Parent, Lev and Lev Merger Sub entered into
the Agreement; and
WHEREAS, the parties now desire to delete Paragraph 6.2(f) of the
Agreement;
NOW, THEREFORE, in consideration of and for the mutual promises and
covenants contained herein, and for other good and valuable consideration, the
receipt of which is hereby acknowledged, the Agreement is hereby amended as
follows:
1. Paragraph 6.2(f) is hereby deleted in its entirety.
2. (A) This Amendment shall be construed and interpreted in accordance
with the laws of the State of New York without giving effect to the conflict of
laws rules thereof or the actual domiciles of the parties.
(B) Except as amended hereby, the terms and provisions of the
Agreement shall remain in full force and effect, and the Agreement is in all
respects ratified and confirmed. On and after the date of this Amendment, each
reference in the Agreement to the "Agreement", "hereinafter", "herein",
"hereinafter", "hereunder", "hereof", or words of like import shall mean and be
a reference to the Agreement as amended by this Amendment.
(C) This Amendment may be executed in one or more counterparts,
each of which shall be deemed an original and all of which taken together shall
constitute a single Amendment.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment
as of the date first stated above.
FUN CITY POPCORN, INC.
By: /s/ Xxxxx Xxxxx
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Xxxxx Xxxxx,
Chief Executive Officer
LEV PHARMACEUTICALS, INC.
By: /s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx,
Chief Executive Officer
LEV ACQUISITION CORP.
By: /s/ Xxxxx Xxxxx
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Xxxxx Xxxxx,
Chief Executive Officer