EXHIBIT 2.2
AMENDMENT TO ASSET PURCHASE AGREEMENT
DATED FEBRUARY 1, 2006
AMENDMENT TO ASSET PURCHASE AGREEMENT
This AMENDMENT TO ASSET PURCHASE AGREEMENT (this "Amendment") is
executed as of February 1, 2006, by and between Crystalix Group International,
Inc., a corporation organized under the laws of the State of Nevada, United
States of America ("CRYSTALIX") and U.C. Laser Ltd., a company organized under
the laws of the State of Israel of X.X.X 000 Xxxxxxx 00000, Xxxxxx (the
"COMPANY").
FACTUAL BACKGROUND
Crystalix and the Company entered into a certain Asset Purchase
Agreement dated December 29, 2005, and effective as of January 1, 2006 (the
"AGREEMENT"). Crystalix and the Company desire to amend the Agreement as set
forth below.
AMENDMENT
Any terms defined in the Agreement shall have the same meaning when
used in this Amendment unless the context otherwise requires.
This Agreement is hereby amended as follows:
A. Paragraph "A" of the Recitals is amended to read in full as follows:
RECITALS
"A. The Company wishes to sell to Crystalix, and
Crystalix wishes to purchase from the Company (the
"TRANSACTION"), all the assets of the Company that are used in
connection with the manufacturing, distribution and marketing
of the Company's decorative images and products (the
"COMPANY'S BUSINESS") including the Company's Accounts
Receivable (as defined below), the Company Contracts (as
defined below), and the Company's shares in U.C. Laser, Inc.
and CIC Laser Technologies Ltd. (the "PURCHASED SUBSIDIARIES")
and, the Company's economic rights in the shares of Laser
Glass Ltd., held by the Company (the "LG Shares")
(collectively, including the Colored Glass Technology License
(as defined below) the "PURCHASED ASSETS") and EXCLUDING the
securities of UCLT Ltd. (the "EXCLUDED SUBSIDIARY")."
B. Sections 1.1(a) and 1.1(e) are amended to read in full as follows:
"(a) The Company agrees to sell, convey, transfer,
assign and deliver to Crystalix and/or the Israeli Subsidiary
(as defined below), and Crystalix agrees to purchase and
acquire (directly or through the Israeli Subsidiary) from the
Company, at the Closing, good title in and to all of the
Purchased Assets, including but not limited to (x) all of the
issued and outstanding share capital of the
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Purchased Subsidiaries; (y) the LG Shares or the Company's
economic rights therein, in accordance with Section 1.1 (e)
below; and (z) the equipment, Company Contracts (as defined
below) and other assets set forth in Schedule 1.1(a) hereto.
Notwithstanding the foregoing: (a) the transfer of the
Purchased Assets shall remain subject to the satisfaction of
the conditions set forth in Section 5.15 (a) below; and (b)
the Purchased Assets shall be free and clear of all Liens,
except for (i) Liens securing the Assumed Liabilities (as
defined below), and (ii) Liens for taxes not yet due and
payable.
(d) Crystalix agrees to accept the Purchased Assets
(directly or through the Israeli Subsidiary) subject to all of
the Company's Liabilities arising from or related to the
Purchased Assets, which are listed on Schedule 1.1(d) hereto
(the "ASSUMED LIABILITIES") and Liens securing the Assumed
Liabilities. Crystalix and the Israeli Subsidiary will not
assume or be responsible for any other Liabilities of the
Company.
"(e) The Company shall cause Laser Glass, Ltd. ("LG")
to grant to the Israeli Subsidiary a worldwide, exclusive
license to use the colored glass technology owned by LG (the
"COLORED GLASS TECHNOLOGY LICENSE"). Within 180 days following
the Closing, the Company shall deliver to the Israeli
Subsidiary all of the LG Shares, provided that the Company
obtains all of the approvals required for such transfer,
including without limitation the approval of the OCS and any
other consents or waivers required under LG's Articles of
Association or any related agreement. In the event that the
Company is unable to transfer the LG Shares to the Israeli
Subsidiary, the Company shall transfer to the Israeli
Subsidiary all of the Company's economic rights therein."
C. Section 1.5 is amended to read in full as follows:
"1.5 CLOSING.
"Unless this Agreement is earlier terminated pursuant
to Section 8.1, the closing of the Transaction (the "Closing")
is expected to take place on or before February 1, 2006 and
will take place as promptly as practicable, no later than 5
Business Days following satisfaction or waiver of the
conditions set forth in Article 6, at the offices of Xxxxx &
Xxxxxx L.L.P., 0000 Xxxxxx Xxxxxx Xxxxxxx, Xxxxx 0000, Xxx
Xxxxx, Xxxxxx 00000."
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D. Sections 1.6(i)(f), (h), (k), (l), (o) and 1.6(ii) (e) and (k) are
waived. Schedules 3.5, 3.6, 3.10, 3.14, 3.15, 3.19, 2.5, and 2.6 are waived.
E. Section 3.8 is amended to read in full as follows:
"3.8 COLORED GLASS TECHNOLOGY LICENSE.
"Pursuant to the Colored Glass Technology License,
the Israeli Subsidiary will have a worldwide exclusive license
to use the colored glass technology owned by Laser Glass Ltd.
and the Israeli Subsidiary's rights will expire or may
otherwise be terminated only in accordance with terms and
conditions set forth in the Colored Glass Technology License."
F. Section 5.15 is added to the Agreement to read in full as follows:
"5.15 POST CLOSING OBLIGATIONS OF THE COMPANY.
"(a) Within ninety (90) days after Closing, the
Company shall provide to Crystalix:
(i) The approval of the OCS with respect to the
Transaction;
(ii) The approval of the Investment Center of the
State of Israel with respect to the Transaction and releases
of any Liens of the State of Israel on the Purchased Assets
pertaining thereto.
If such items are not provided within ninety (90) days, the
Transaction shall be null and void and each Party shall return
to the other Party all documents, property, and consideration
exchanged or transferred in connection with this Agreement and
the Transaction.
(b) In the event that the approval of the Israeli Tax
Authority ("ITA") exempting the Israeli Subsidiary from actual
payment of Value Added Tax ("VAT") due with respect to this
Transaction (the "CERTIFICATE OF Exemption") is not obtained
by the Company prior to March 14, 2006, the Company shall pay
VAT in the amount set forth in the invoice it shall issue with
respect to this Transaction, and the Israeli Subsidiary shall
deliver such amount to the Company within 10 days following
its receipt of such amount as refunds from ITA."
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G. Except as specifically set forth herein, all other provisions of the
Agreement shall remain in full force and effect. In the event of any
inconsistency between the terms of this Amendment and those of the Agreement,
the terms of this Amendment shall prevail.
IN WITNESS WHEREOF, Crystalix and the Company have caused this
Amendment to be signed by their duly authorized representatives, all as of the
date first written above.
U.C. Laser Ltd. Crystalix Group International, Inc.
By: /s/ XXXXXXXX XXXXXX By: /s/ XXXXX X. XXXX
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Xxxxxxxx Xxxxxx Xxxxx X. Xxxx
Chief Executive Officer President and Chief Executive Officer
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