EXHIBIT 2.2
AMENDMENT TO AGREEMENT AND PLAN OF REORGANIZATION
This Amendment to Agreement and Plan of Reorganization is entered into on
this 27th day of January, 2000, by and among Fountain Colony Ventures, Inc., a
Colorado corporation (hereinafter "Fountain Colony"), Green Medical Company,
Ltd., a Japanese corporation (hereinafter "Green Medical"), and Katumori
Hayashi as the sole shareholder of Green Medical (hereinafter referred to as
"Green Medical Stockholder").
RECITALS:
A. On January 19, 2000, the parties entered into an Agreement and Plan
of Reorganization.
B. The parties later decided that the provisions of the Agreement and
Plan of Reorganization which required Fountain Colony to change its domicile
from Colorado to Nevada and to change its name to "Green Medical USA, Inc."
would unduly delay the closing of the Reorganization due to the fact that
Fountain Colony would have to prepare and file a Proxy Statement with the U.S.
Securities and Exchange Commission prior to seeking Fountain Colony
shareholder approval. The parties decided that it is in their best interests
to proceed with the closing of the Reorganization transaction as soon as
possible, and allow Fountain Colony to prepare a Proxy Statement and seek
Fountain Colony shareholder approval of a change of domicile and a change of
name after the closing.
C. The parties now desire to amend certain provisions of the Agreement
and Plan of Reorganization as provided for herein.
NOW, THEREFORE, in consideration of the mutual covenants of the parties,
and for other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties hereby agree to amend certain
provisions of the Agreement and Plan of Reorganization as described below:
AGREEMENT
1. Cancellation of Requirement to Change Domicile and Name of Fountain
Colony Prior to Closing. Certain provisions of the Agreement and Plan of
Reorganization, including but not limited to Section 8(d), provide that
Fountain Colony shall, prior to Closing, change its domicile from a Colorado
corporation to a Nevada corporation through a parent corporation-subsidiary
corporation
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merger in which: (i) the Articles of Incorporation and By-Laws of the new
Nevada corporation shall become the Articles of Incorporation and By-Laws of
the surviving corporation; (ii) the 900,000 outstanding shares of Fountain
Colony common stock shall be exchanged for the Nevada subsidiary corporation's
common stock on a 1 old share for 4.2 new shares basis, resulting in Three
Million Seven Hundred Eighty Thousand (3,780,000) shares of Fountain Colony
Successor common stock being issued and outstanding immediately prior to the
Closing of the Reorganization; and (iii) the name of the successor corporation
shall be "Green Medical U.S.A., Inc." or such other name designated by Green
Medical. Theses requirements are hereby deleted from the Agreement and Plan
of Reorganization. The related provision of Section 9(f) which provided for
the payment of Fountain Colony's legal expenses to be incurred in changing its
domicile from Colorado to Nevada and in obtaining Fountain Colony shareholder
approval is hereby deleted. Additionally, the break-up fee provision of
Section 13 which was designed to cover payment of such legal fees and the
additional legal fees necessary to change the domicile of Fountain Colony back
to Colorado is hereby deleted.
2. Forward Stock Split of Fountain Colony. Prior to the Closing of
the Reorganization, Fountain Colony shall approve and effect a forward stock
split of its issued and outstanding shares of common stock (or the payment of
a stock dividend in respect of its issued and outstanding shares of common
stock) such that immediately following the forward stock split (or payment of
stock dividend) the number of issued and outstanding shares of Fountain Colony
common stock shall be increased from Nine Hundred Thousand (900,000) shares to
Three Million Seven Hundred Eighty Thousand (3,780,000) shares.
3. Amendment Concerning Acquisition of Sun Green Pharmacy Assets and
Liabilities. Section 9(d) of the Agreement and Plan of Reorganization is
hereby amended in its entirety to read as follows:
Presently Green Medical owns and operates eighteen (18) pharmacy
locations in Japan, and Sun Green Pharmacy operates an additional seven (7)
pharmacy locations in Japan. The Green Medical Stockholder owns and operates
the seven (7) Sun Green Pharmacy locations as a sole proprietorship. Prior to
the Closing, the Green Medical Stockholder shall transfer all of the assets of
the seven (7) Sun Green Pharmacy locations operated as a sole proprietorship
(except for two real properties owned by the Green Medical Stockholder and
used in the business of
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Sun Green Pharmacy and approximately Forty Thousand Dollars ($40,000) of
certain equipment used by Sun Green Pharmacy) to Green Medical. The transfer
of the assets from Sun Green Pharmacy to Green Medical shall include all seven
(7) Sun Green Pharmacy locations and all inventory held at the seven (7) Sun
Green Pharmacy locations. As part of that transaction, Green Medical shall
accept responsibility for and assume all the liabilities of Sun Green Pharmacy
except for certain loans payable and mortgages encumbering the two parcels of
real property not being transferred and certain other liabilities payable by
Sun Green Pharmacy. The amount of the Sun Green Pharmacy liabilities not
being assumed by Green Medical is approximately $___________. The Green
Medical Stockholder agrees to enter into lease agreements with Green Medical
covering five (5) of the Sun Green Pharmacy locations owned by third parties.
The monthly rental amounts and other terms of the lease agreements concerning
those five (5) properties shall be substantially the same as those lease
agreements currently in place between the Green Medical Stockholder doing
business as Sun Green Pharmacy and the five (5) landlords. The Green Medical
Stockholder will enter into two new lease agreements with Green Medical
covering the additional two (2) Sun Green Pharmacy locations which are
currently operated out of real property locations owned by the Green Medical
Stockholder. The terms of these two new lease agreements shall provide for a
fair market value rental rate to be paid to the Green Medical Stockholder.
4. Other Inconsistent Provisions Hereby Amended. Any other provisions
of the Agreement and Plan of Reorganization which are inconsistent with the
terms of Sections 1, 2 and 3 of this Amendment described above, shall be
deemed to be amended consistent therewith. All other terms and conditions of
the Agreement and Plan of Reorganization shall remain unchanged and in full
force and affect.
This Amendment is entered into as of the date and year fist above
written.
FOUNTAIN COLONY VENTURES, INC.
By /s/ Xxxxxxx X. Xxxxxx
---------------------------
Xxxxxxx X. Xxxxxx, President
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GREEN MEDICAL COMPANY, LTD.
By /s/ Katumori Hayashi
---------------------------
Katumori Hayashi, President
STOCKHOLDER OF GREEN MEDICAL
COMPANY, LTD.
/s/ Katumori Hayashi
----------------------------
Katumori Hayashi
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