EXHIBIT 2.2
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I-TRAX, INC.
WC ACQUISITION, INC.
One Xxxxx Square
000 X. 00xx Xxxxxx, Xxxxx 0000
Xxxxxxxxxxxx, XX 00000
February 5, 2002
WellComm Group, Inc.
Xxxx Xxxxxx
Xxxxx Xxxxxxxxx
0000 X. 000xx
Xxxxx, XX 00000
Re: Merger Agreement dated as of January 28, 2002 by and among
I-trax, Inc., WC Acquisition, Inc., WellComm Group, Inc.
and each of Xxxx Xxxxxx and Xxxxx Xxxxxxxxx
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Ladies and Gentlemen:
Reference is made to the above referenced Merger Agreement ("Merger
Agreement"). Capitalized terms used herein and not otherwise defined herein
shall have the meaning given to such terms in the Merger Agreement.
On the date hereof the Parties are affecting the Closing of the
Merger. In connection with the Closing and as a condition thereto, the Parties
hereby desire to amend the Merger Agreement in the manner provided below.
Accordingly, the Parties, intending to be legally bound, hereby acknowledge and
agree as follows:
1. Section 2(e)(ii) of the Merger Agreement is hereby amended and
restated to read in its entirety as follows:
(ii) Articles of Incorporation. The Articles of Incorporation of
WellComm in effect at and as of the Effective Time will remain the
Articles of Incorporation of the Surviving Corporation without any
modification or amendment in the Initial Merger.
2. The first sentence of Section 2(k)(i) of the Merger Agreement is
hereby amended by changing the reference therein from "February 4, 2002" to
"February 6, 2002".
3. I-trax hereby waives the condition to Closing set forth in Section
6(a)(ii) of the Merger Agreement.
Except as set forth in this amendment, the Merger Agreement shall
remain in full force and effect and references in the Merger Agreement to "this
Agreement", "the Agreement", "hereunder", "herein", "hereof" and words of like
effect shall mean the Merger Agreement as amended by this amendment. This
amendment may be executed in one or more counterparts and/or by facsimile, all
of which taken together shall constitute one instrument.
[Signatures appear on the following page.]
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If this agreement is acceptable to WellComm and each of the WellComm
Principals, please signify in the space provided below.
Sincerely,
I-TRAX, INC. WC ACQUISITION, INC.
/s/ Xxxxx X. Xxxxxx /s/ Xxxxx X. Xxxxxx
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Name: Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx
Title: President and CEO Title: President and CEO
Accepted, Acknowledged
and Agreed to:
WELLCOMM GROUP, INC.
By: /s/ Xxxxx Xxxxxxxxx
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Xxxxx Xxxxxxxxx
President
/s/ Xxxx Xxxxxx
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XXXX XXXXXX
/s/ Xxxxx Xxxxxxxxx
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XXXXX XXXXXXXXX
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