AMENDMENT NO. 1 TO MERGER AGREEMENT
Exhibit
2.2
AMENDMENT
NO. 1 TO MERGER AGREEMENT
THIS
AMENDMENT NO. 1 TO MERGER AGREEMENT (this “Amendment”)
dated
as of October 5, 2007, by and among LIFESCIENCES OPPORTUNITIES, INC., a Florida
corporation (the “Company”),
and
DRTATTOFF, LLC, a California limited liability company (“Dr.
Tattoff”).
WHEREAS,
reference is hereby made to that certain Merger Agreement (the “Agreement”),
dated
as of September 7, 2007, by and among the Company and Dr. Tattoff.
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.
Subsection (a) of Section 2.1 of the Agreement is deleted in its entirety and
replaced with the following new Section 2.1(a):
“(a) Each
unit
of outstanding membership interest of Dr. Tattoff (the “Membership
Interests”)
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”).
The
number of shares of Company Common Stock issued to each member of Dr. Tattoff
(each a “Member”
and
collectively the “Members”)
in
accordance with this Section 2.1(a) shall hereafter 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.”
3. 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
February 1, 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;”
4. Amendment
to Section 8.1: Certain Definitions.
The
definition of “Company Common Stock” is hereby amended by replacing the Section
reference contained therein from “Section 2.1(b)” to “Section
2.1(a)”.
5. Ratification. Except
as
specifically herein amended and modified, all terms and conditions of the
Agreement remain unchanged and in full force and effect.
[Signature
Page Follows]
SIGNATURE
PAGE TO AMENDMENT NO. 1 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:
CEO
|