AMENDMENT NO. 2 TO MERGER AGREEMENT
EXHIBIT
2.3
AMENDMENT
NO. 2 TO MERGER AGREEMENT
THIS
AMENDMENT NO. 2 TO MERGER AGREEMENT (this “Amendment”)
is
dated as of February 1, 2008, by and among LIFESCIENCES OPPORTUNITIES, INC.,
a
Florida corporation (the “Company”),
and
DRTATTOFF, LLC, a California limited liability company (“Dr.
Tattoff”).
WHEREAS,
the parties entered into that certain Merger Agreement, dated as of September
7,
2007, by and among the Company and Dr. Tattoff, a copy of which is attached
hereto as Exhibit A, as amended by that certain Amendment No. 1 to Merger
Agreement dated as of October 5, 2007, a copy of which is attached hereto as
Exhibit B, (the “Agreement”).
WHEREAS,
the Company and Dr. Tattoff wish to amend certain provisions of the Agreement
as
set forth herein;
NOW,
THEREFORE, for and in consideration of the mutual promises and covenants other
agreements contained in this Amendment the Company and Dr. Tattoff hereby agree
to amend the Agreement as follows:
1. Defined
Terms; Conflicting Documents.
All
capitalized terms used but not defined herein shall have the meaning set forth
in the Agreement. In the event of any conflict between the Agreement and this
Amendment, this Amendment shall prevail and govern.
2. Amendment
to Section 2.1: Conversion of Capital Stock.
Section
2.1 of the Agreement is deleted in its entirety and replaced with the following
new Section 2.1:
“2.1. Conversion
of Capital Stock.
As of
the Effective Time, by virtue of the Merger and without any action on the part
of the parties or the registered holders of any shares of capital stock of
the
Company (each a “Company
Shareholder,”
and
collectively, the “Company
Shareholders”):
(a) The
units
of outstanding membership interest of Dr. Tattoff (the “Membership
Interests”)
to be
set forth in Schedule 2.1(a) shall be converted into and become one (1) fully
paid and non-assessable share of common stock, par value $0.0001 per share,
of
the Surviving Corporation (the “Company
Common Stock”).
(b) The
Membership Interests to be set forth in Schedule 2.1(b) shall be converted
into
and become fully paid and non-assessable shares of a series of preferred stock
to be created by the Company prior to the Effective Time in a form satisfactory
to Dr. Tattoff (“Preferred
Stock”)
and
issued in the amounts to be set forth in Schedule 2.1(b).
1
(c) The
number of shares of Company Common Stock and Preferred Stock issued to each
member of Dr. Tattoff (each a “Member”
and
collectively the “Members”)
in
accordance with this Section 2.1 shall hereafter collectively be referred to
as
the “Merger
Shares”.
At the
Effective Time, all Membership Interests of Dr. Tattoff shall no longer be
outstanding and shall automatically be cancelled and retired and shall cease
to
exist, and each Dr. Tattoff Member shall cease to have any rights with respect
thereto, except the right to receive the Merger Shares.
(d) No
fraction of a share of Company Common Stock will be issued, but in lieu of
such
issuance, each Dr. Tattoff Member who would otherwise be entitled to a fraction
of a share of Company Common Stock as a result of the conversion and exchange
of
shares contemplated by this Article II shall receive from the Company one (1)
additional share of Company Common Stock. The fractional share interest of
Dr.
Tattoff Members shall be aggregated such that no Dr. Tattoff Member shall
receive more than the one (1) share of Company Common Stock with respect to
any
interest in fractional shares.”
3. Amendment
to Section 2.2: Exchange
of Interests.
The
last sentence of Section 2.2(a) of the Agreement is deleted in its entirety
and
replaced with the following new sentence:
“All
Merger Shares issued upon exchange of the Membership Interests of Dr. Tattoff
in
accordance with the terms hereof shall be deemed to have been issued or paid
in
full satisfaction of all rights pertaining to such Merger Shares.”
4. Amendment
to Section 7.1: Termination.
Subsection
(b) of Section 7.1 of the Agreement is deleted in its entirety and replaced
with
the following new Section 7.1(b):
“(b) by
either
the Company or Dr. Tattoff, by written notice to the other if, for any reason,
the Closing has not occurred prior to the close of business on or before April
15, 2008; provided, however, that (i) the right to terminate this Agreement
pursuant to this Section 7.1(b) shall not be available to the Company or Dr.
Tattoff, as applicable, if the party seeking to terminate the Agreement is
responsible for the delay.”
5. Amendment
to Section 8.1: Certain Definitions.
(a) The
definitions of certain terms in the Agreement set forth below are hereby deleted
in their entirety and replaced with the following new definitions:
“Member”
and
“Members”
have
the meaning set forth in Section 2.1(c).
“Merger
Shares”
has
the
meaning set forth in Section 2.1(c).
2
(b) The
following new definition is inserted into the list of definitions in the
Agreement in the appropriate alphabetical order:
“Preferred
Stock”
has
the
meaning set forth in Section 2.1(b).
6. Ratification. Except
as
specifically herein amended and modified, all terms and conditions of the
Agreement remain unchanged and in full force and effect.
7. Incorporation
of Changes. The
parties hereto covenant and agree that the amendments contemplated in this
Amendment shall be deemed to be incorporated by reference into and made a part
of the Agreement.
[Signature
Page Follows]
3
SIGNATURE
PAGE TO AMENDMENT NO. 2 TO MERGER AGREEMENT
Please
acknowledge your acceptance of the foregoing Amendment by signing and returning
a copy to the undersigned whereupon it shall become a binding agreement between
us.
|
LIFESCIENCES
OPPORTUNITIES, INC.
|
||
|
By:
|
/s/
Xxxxxx Xxxxx
|
|
|
Name:
Xxxxxx Xxxxx
|
||
|
Title:
President
|
||
|
DRTATTOFF,
LLC
|
||
|
By:
|
/s/
Xxxxx Xxxxx
|
|
|
Name:
Xxxxx Xxxxx
|
||
|
Title:
Chief Executive Officer
|
||
4
