EXHIBIT 2.2
AMENDMENT NO. 1 TO AGREEMENT
AND PLAN OF MERGER AND
REORGANIZATION
This Amendment No. 1 ("Amendment No. 1") to the Agreement and Plan of
Merger and Reorganization dated as of July 31, 2001 (the "Agreement") is made
and entered into as of November 26, 2001, by and among Endorex Corporation, a
Delaware corporation ("Parent"), Roadrunner Acquisition, Inc., a Delaware
corporation ("Merger Sub"), and Corporate Technology Development, Inc., a
Delaware corporation ("Company").
RECITALS
WHEREAS, Parent, Merger Sub and Company have entered into the
Agreement; and
WHEREAS, Parent, Merger Sub and Company desire to amend certain terms
of the Agreement pursuant to Section 9.12 thereof.
AGREEMENT
NOW, THEREFORE, in consideration of the premises and the
representations, warranties, covenants and agreements contained herein and in
the Agreement and for other good and valuable consideration, the receipt of
which is hereby acknowledged, the parties hereto agree as follows:
1. Sections 3.7, 3.8 and 3.9 of the Parent Disclosure Schedule are
hereby amended and restated in their entirety as set forth on Schedule 1
attached hereto.
2. The first sentence of Section 2.3 is hereby amended and restated in
its entirety as follows:
"Company and each security holder of Company that is not a natural
person has all requisite corporate power and authority to execute and
deliver this Agreement (if applicable), the Escrow Agreement (if
applicable), the Voting Agreement (if applicable), the Affiliate
Agreement (if applicable) and any other agreement contemplated
hereunder and any amendments to such agreements (the "Transaction
Agreements"), to perform its obligations hereunder and thereunder and
to consummate the transactions contemplated hereby and thereby."
3. All capitalized terms used but not defined herein have the meanings
ascribed to such terms in the Agreement.
4. All terms of the Agreement other than those amended hereby remain in
full force and effect.
* * * * *
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1
to be executed and delivered by their respective officers thereunto duly
authorized, as of the date first written above.
PARENT:
ENDOREX CORPORATION
By: /s/ Xxxxxxx X. Xxxxx
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Name: Xxxxxxx X. Xxxxx
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Title: President & Chief Executive Officer
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MERGER SUB:
ROADRUNNER ACQUISITION, INC.
By: /s/ Xxxxxxx X. Xxxxx
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Name: Xxxxxxx X. Xxxxx
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Title: President
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COMPANY:
CORPORATE TECHNOLOGY DEVELOPMENT, INC.
By: /s/ Xxxxx X. Xxxxxx
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Name: Xxxxx X. Xxxxxx
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Title: President
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