EXHIBIT 2.2
AMENDMENT TO THE
AGREEMENT AND PLAN OF MERGER
THIS AMENDMENT is dated this 30th day of September, 2003, and amends
that certain Agreement and Plan of Merger (the "Merger Agreement") entered into
on the 30th day of September 2003, by and among Transpirator Technologies, Inc.,
a Delaware corporation ("TTI"), New Transpirator, Inc., a Florida corporation
("Newco"), and CyGene, Inc., a Delaware corporation ("CyGene"), as follows:
1. Section 2.03 (b) of the Merger Agreement is hereby amended to change
such section's title from "(b) Conversion of the CyGene Shares" to "(b)
Conversion of the CyGene Shares and Options and Warrants", and to insert the
following sentence at the end of Section 2.03(b):
At and as of the Effective Time, all of the issued and outstanding
options and warrants to purchase CyGene Shares will be converted into
the right to receive new options and warrants to purchase shares of
common stock of TTI. Each outstanding option and warrant to purchase
CyGene Shares will be exchanged for new options and warrants to
purchase shares of common stock of TTI. Each of the new options and
warrants will be exercisable for the same number of shares that remain
unexercised on such prior option or warrant, at the same exercise
price, will be issued pursuant to TTI's 2003 Stock Plan, and will only
be exercisable with respect to such option or warrant holder executing
a new stock option agreement or warrant agreement, as the case may be.
Except for deleting references to an initial public offering, certain
registration rights, different classes of stock, and similar matters,
the options and warrants will be as nearly identical as TTI deems
reasonably practicable, in its sole discretion, to the prior options
and warrants, with appropriate adjustments to the identity of the
issuer and similar matters.
2. In all other respects, the Merger Agreement is hereby ratified and
confirmed in all respects.
IN WITNESS WHEREOF, the corporate parties hereto have caused this
Amendment to be executed by their respective officers, hereunto duly authorized,
as of the date first above written.
Transpirator Technologies, Inc.
By: _______________________
Xxxxxxx X. Xxxxxx,
Chief Executive Officer
New Transpirator, Inc.
By: ____________________________
Xxxxxxx X. Xxxxxx, President
CyGene, Inc.
By: ________________________
Xxxxxx Xxxxxx, President
