EXHIBIT 2.2
[On ATI Letterhead]
November 27, 2002
Xx. Xxxxx Xxxxxxxx
Chairman & CEO
LTD Network Inc.
000 Xxxxxx Xxxxxx
#000
Xxx Xxxxxxxxx, XX 00000
RE: AMENDMENT NO. 1 TO THE LETTER OF INTENT BETWEEN ADVANCED TECHNOLOGY
INDUSTRIES, INC. ("ATI") AND LTD NETWORK INC. ("LTDN")
Dear Xx. Xxxxxxxx:
After further consideration, due diligence and discussions, ATI and LTDN each
wish to amend the original letter of intent dated October 16, 2002 (the
"Original Letter of Intent") and add Reseal Ltd. ("Reseal") and Cetoni GMBH
("Cetoni") as parties thereto. Accordingly, ATI, LTDN, Reseal and Cetoni further
agree as follows:
1. Since the due diligence for the proposed merger or acquisition between
the parties (the "Acquisition") conducted by LTDN of ATI has become
more protracted and involved than originally considered and the
consequences of not consummating the Acquisition will be deemed greatly
adverse to LTDN and its interests, LTDN shall be entitled to a break-up
fee (the "Break-Up Fee") in the event the Acquisition fails to occur
because of the following: (a) ATI chooses or opts not to proceed with
or consummate the Acquisition in accordance with the terms and
conditions set forth in such original letter of intent or (b) despite
ATI's willingness to proceed and consummate the Acquisition on its
part, it is unable or fails to deliver and transfer on a timely basis,
in consideration of the Acquisition, enough shares of its common stock
to, and in the name of, LTDN, its shareholders or its designees so that
LTDN, its shareholders or designees receive in the aggregate at least a
majority of all the then issued and outstanding shares of ATI's common
stock.
2. The Break-Up Fee shall consist of complete and effective assignments by
ATI and/or its subsidiaries of the Star Can Patents in all
jurisdictions where applications have been filed and patents have been
issued to LTDN. The Star Can Patents are covered by a Pledge and
Security Agreement dated November 27, 2002 between ATI, LTDN, Reseal,
and Cetoni. The payment of the Break-Up Fee is subject to and depends
upon LTDN's fulfillment of the following conditions:
(a) it stands ready, willing and able to proceed with and consummate
the Acquisition at the time ATI fails to meet its obligations under
paragraph 1 hereof, (b) it has advanced to ATI $500,000 as loans by
January 30, 2003 pursuant to the secured promissory notes and a
Security and Pledge Agreement referred to above, and (c) it has
advanced to ATI at least an additional $500,000 as loans by March 30,
2003 pursuant to such notes and agreement. In the event that ATI's
failure to meet such obligations occurs before the dates specified in
subparagraph 2(b) or 2(c), LTDN is still entitled to receive the
Break-Up Fee.
3. It will be deemed that ATI has chosen or opted not to proceed with or
to consummate the Acquisition if it gives written notice to LTDN of its
intention not to proceed or consummate such transaction, if it engages
in willful delaying tactics, if it materially breaches its obligations
under the formal written agreement between the parties regarding such
transaction, if it makes unreasonable material demands of LTDN beyond
those contemplated in the amended letter of intent, if it enters into
an agreement or otherwise proceeds with a third party involving such
transaction. Other circumstances may arise and be construed hereunder
as causing ATI to choose or opt not to proceed with or close such
transaction so as to trigger the Break-Up Fee.
4. In the event the Break-Up Fee becomes due and payable, ATI and/or its
subsidiaries shall cooperate fully in preparing, executing, and filing
any and all documents, papers, and instruments necessary to transfer
and deliver all rights, title and interest to LTDN regarding the Star
Can Patents referred to above and secured by the Security and Pledge
Agreement.
5. If LTDN obtains the Break-Up Fee contemplated hereunder, the promissory
notes pertaining to the Star Can Patents as security thereunder shall
be deemed fully satisfied and extinguished.
6. In the event that LTDN receives an assignment of the Star Can Patents
as a Break-Up Fee, LTDN shall honor and pay the royalties due Xxxxx
Xxxxxxxx, Xxxxx Xxxxxxx, Xxxxxxx Xxxxxxxx, Xxxxxxx Xxxxxxxxx of Passau
Germany, the inventors of the resealable cans, already agreed to by ATI
not to exceed 1% and shall cooperate with them in regard to any
improvements thereof and compensate him accordingly.
7. The Original Letter of Intent and all amendments thereto shall be
governed by, and construed in accordance with the laws of the Sate of
New York without giving effect to the principles of conflict of law
thereof.
If the following accurately and completely reflects our understanding, kindly
sign the copy of this letter in the space provided therefor, whereupon this
letter shall become an effective and binding amendment of the Original Letter of
Intent concerning the Acquisition.
Very Truly Yours,
AGREED and ACCEPTED ADVANCED TECHNOLOGY
This __ day of November, 2002 INDUSTRIES INC.
LTDN Network Inc. By
---------------------------------
Xxxx X. Xxxxxxxxx, President
By
----------------------------------
Xxxxx Xxxxxxxx
Chairman and CEO RESEAL LTD.
By
---------------------------------
, President
CETONI GMBH
By
---------------------------------
, President
