Exhibit 2.2
FIRST AMENDMENT TO
AGREEMENT AND PLAN OF MERGER
This FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER (the "Amendment"),
dated as of May 11, 2004, by and among by and among Lasik Acquisition Corp., a
New York corporation and wholly owned subsidiary of Parent ("Buyer"); Lasik
America Inc., a Nevada corporation ("Parent"); Salus Holding, Inc., a New York
corporation (the "Company"); Eyemakers, Inc., a Nevada corporation and sole
shareholder of the Company ("Eyemakers"); and Icon Veneto S.r.l., a company
formed under the laws of Italy ("Icon Veneto")
WHEREAS, Buyer, Parent, the Company, Eyemakers and Icon Veneto entered into
an Agreement and Plan of Merger dated May 10, 2004 (the "Agreement") pursuant to
which Buyer and the Company would merge; and
WHEREAS, the parties desire to amend the Agreement as set forth herein;
NOW THEREFORE, in consideration of the premises and of the mutual
agreements and covenants hereinafter set forth, the parties hereto agree as
follows:
1. Capitalized terms used in this Amendment have meanings ascribed to them
in the Agreement and those definitions are incorporated by reference
into this Amendment.
2. Icon Veneto is hereby deleted as a party to the Agreement and any
reference to Icon Veneto is hereby deleted.
3. Recital A is hereby deleted in its entirety.
4. Recital B is hereby deleted in its entirety and replaced with the
following:
"B. The respective Boards of Directors of each of the Company, Eyemakers,
Buyer and Parent have approved and declared advisable the merger of the Company
with and into Buyer (the "Merger") and approved the Merger upon the terms and
subject to the conditions set forth in this Agreement, whereby all of the issued
and outstanding share of the common stock, $.001 par value, of the Company (a
"Company Share" or, collectively, the "Company Shares"), will be converted into
2,000,000 shares of common stock, $0.001 par value, of Parent ("Parent Common
Stock"), and certain other consideration as provided herein."
5. Section 1.8 (i) is hereby deleted in its entirety and replaced with the
following:
(i) "Merger Consideration. The Company shares issued and outstanding
immediately prior to the Effective Time shall be converted into, and become
exchangeable for 2,000,000 validly issued, fully paid and nonassessable shares
of Parent Common Stock (the "Parent Merger Shares", "Parent Purchase Shares",
"Parent Shares" and the "Merger Purchase Price", "Purchase Price"), which shall
represent 47.6% percent of the issued and outstanding ordinary shares of
Parent;'
6. Section 1.8 (ii) is hereby deleted in its entirety.
7. Counterparts. This Amendment may be executed in any number of counterparts,
each of which shall be deemed an original as against the party whose
signature appears thereon, and all of which shall together constitute one and
the same instrument. This Amendment shall become binding when one or more
counterparts hereof, individually or taken together, shall bear the
signatures of all the parties reflected hereon as the signatories.
8. Governing Law. This Amendment shall be governed and construed in accordance
with the laws of the State of New York applicable to agreements made and to
be performed entirely within such State and the federal laws of the United
States of America, without regard to the conflict of laws rules thereof.
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IN WITNESS WHEREOF, the undersigned have executed this Amendment as of
the date set forth above.
BUYER:
LASIK ACQUISITION CORP.
By: /s/ Xxxxxx Xxxxxxxxx
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Xxxxxx Xxxxxxxxx
President
PARENT:
LASIK AMERICA, INC.
By: /s/ Xxxxxx Xxxxxxxxx
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Xxxxxx Xxxxxxxxx
President
THE COMPANY:
Salus Holding, Inc.
By: /s/ Xxxxxx X. Xxxx
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Xxxxxx X. Xxxx
Chief Executive Officer
EYEMAKERS:
EYEMAKERS, INC.
By: /s/ Xxxxxx X. Xxxx
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Xxxxxx X. Xxxx
Chairman and Chief Executive Officer
Icon Veneto S.r.l.
ICON VENETO S.r.l.
By: /s/ Xxxxxx X. Xxxx
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Xxxxxx X. Xxxx
Chairman and Chief Executive Officer
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