SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER BY AND AMONG LAURIER INTERNATIONAL, INC., ARNO THERAPEUTICS, INC. AND LAURIER ACQUISITION, INC.
Exhibit
2.3
SECOND
AMENDMENT TO AGREEMENT AND PLAN OF MERGER
BY
AND AMONG
LAURIER
INTERNATIONAL, INC.,
AND
LAURIER
ACQUISITION, INC.
THIS
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER (the
"First Amendment") is made by and between LAURIER
INTERNATIONAL, INC., ARNO THERAPEUTICS, INC. AND LAURIER ACQUISITION, INC.
(collectively,
the “Parties”),
and is
dated
as of the 30th day of May, 2008.
BACKGROUND
A.
The
Parties have previously entered into that certain Agreement and Plan of Merger
dated as of March 5, 2008. (the “Merger Agreement”).
B. Pursuant
to the terms of the Merger Agreement, the Parties agreed that either Parent
or
Arno (as defined in the Merger Agreement) had the right to terminate the Merger
if the Merger shall not have been consummated by April 15, 2008 (the “Outside
Date”), subject to the right of Arno to unilaterally extend the Outside Date on
Notice to Parent. Arno did, in fact, provide such notice and the Outside Date
was previously extended to May 15, 2008.
C. One
May
12, 2008, the Parties extended the Outside Date until May 31, 2008.
D. The
Parties now desire to extend the Outside Date to June 5, 2008.
NOW,
THEREFORE,
in
consideration of the mutual promises contained herein, and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, and intending to be legally bound, the Parties agree as
follows:
1. Amendment
to Merger Agreement.
The
Merger Agreement is hereby amended by substituting the following in lieu of
the
current language of paragraph 7.1(b) of the Merger Agreement:
“(b)
by
either Parent or Arno if the Merger shall not have been consummated by June
5,
2008 (such date, being the “Outside
Date”)
for
any reason; provided, however, that the right to terminate this Agreement under
this Section 7.1 shall not be available to any party whose action or failure
to
act has been a principal cause of, or resulted in the failure of, the Merger
to
occur on or before such date if such action or failure to act constitutes a
breach of this Agreement;
or”
2. In
all
other respects, the Merger Agreement remains unchanged and continues in full
force and effect.
[Signatures
are on the following page]
IN
WITNESS WHEREOF, the Parties hereto have caused this First Amentment to be
executed by their duly authorized respective officers as of the date first
written above.
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By:
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/s/
Xxxxx X. Xxxxx
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Name:
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Xxxxx
X. Xxxxx
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Title:
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Secretary
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LAURIER
INTERNATIONAL, INC.
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By:
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/s/
Xxxxxx X. Xxxxxxxx
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Name:
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Xxxxxx
X. Xxxxxxxx
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Title:
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President
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LAURIER
ACQUISITION, INC.
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By:
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/s/
Xxxxxx X. Xxxxxxxx
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Name:
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Xxxxxx
X. Xxxxxxxx
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Title:
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President
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