AMENDMENT TO AGREEMENT AND PLAN OF MERGER
Exhibit 2.2
AMENDMENT TO AGREEMENT AND PLAN OF MERGER
This AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this “Amendment”), dated as of December 30, 2020, among Helix Technologies, Inc., a Delaware corporation (the “Company”), Forian Inc., a Delaware
corporation (“Parent”), DNA Merger Sub Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”), and Medical Outcomes Research Analytics, LLC, a Delaware limited liability company (“MOR”).
RECITALS
WHEREAS, on October 16, 2020, the Company, Parent, Merger Sub and MOR entered into that certain Agreement and Plan of Merger (the “Merger Agreement”);
WHEREAS, pursuant to Section 8.04 of the Merger Agreement, the Merger Agreement may be amended by the parties at any time before or after receipt of the Company Stockholder Approval by an instrument in writing signed
on behalf of each of the parties;
WHEREAS, the parties desire to amend the Merger Agreement as provided in this Amendment such that, without altering the percentages of Parent Common Stock which will be held by the Company’s and MOR’s former
equityholders, respectively, upon the completion of the transactions contemplated by the Merger Agreement and Parent Reorganization, there will be additional shares of Parent Common Stock issued and outstanding upon the completion of the
transactions contemplated by the Merger Agreement and Parent Reorganization.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual agreements, covenants, promises and representations set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged and accepted, and intending to be legally bound hereby, the parties agree as follows:
1. Definitions. Each capitalized term used but not defined in this Amendment shall have the meaning assigned to such term in the Merger Agreement.
2. Amendment to Section 2.01(c) of the Merger Agreement. The phrase “will be converted into the right to receive 0.02731 validly issued, fully paid and non-assessable share of Parent Common Stock
(the “Merger Consideration”)” in Section 2.01(c) of the Merger Agreement is hereby deleted and replaced in its entirety by the following:
“will be converted into the right to receive 0.05 validly issued, fully paid and non-assessable share of Parent Common Stock (the “Merger Consideration”)”
3. Amendment to Section 3.03(c) of the Merger Agreement. The phrase “will be exchanged for shares of Parent Common Stock at an average exchange ratio of 0.9709” in Section 3.03(c) of the Merger
Agreement is hereby deleted and replaced in its entirety by the following”
“will be exchanged for shares of Parent Common Stock at an average exchange ratio of 1.7776”
4. No Other Effect on Merger Agreement. Except as expressly set forth herein, all of the terms, conditions, obligations, covenants and agreements of the Merger Agreement shall continue in full force
and effect after the execution of this Amendment, and shall not be in any way amended, changed, modified or superseded by the terms set forth herein. This Amendment shall form a part of the Merger Agreement for all purposes, and each party shall
be bound hereby. From and after the execution of this Amendment by the parties, any reference to the Merger Agreement shall be deemed a reference to the Merger Agreement as amended by this Amendment. Notwithstanding anything to the contrary in
this Amendment, the date of the Merger Agreement, as amended hereby, will in all instances remain as October 16, 2020, and references in the Merger Agreement to “the date first written above,” “the date of this Agreement,” “the date hereof” and
similar references will continue to refer to October 16, 2020.
5. Miscellaneous. Sections 8.04 and 8.05 of the Merger Agreement and Article IX of the Merger Agreement are hereby incorporated by reference into this Amendment and shall apply mutatis mutandis to this Amendment.
6. Counterparts. This Amendment may be executed in multiple counterparts, including by facsimile or by email with .pdf attachments, all of which shall be deemed an original and considered one and the
same agreement, and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other parties.
[Signatures follow on next page]
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IN WITNESS WHEREOF, the Company, Parent, MOR and Merger Sub have duly executed this Agreement, effective as of the date first written above.
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HELIX TECHNOLOGIES, INC.
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By:
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/s/ Xxxxxxx X. Xxxxxxx
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Name:
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Xxxxxxx X. Xxxxxxx
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Title:
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Chief Executive Officer
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By:
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/s/ Max Wygod
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Name:
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Max Wygod
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Title:
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Executive Chairman
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DNA MERGER SUB INC.
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By:
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/s/ Max Wygod
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Name:
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Max Wygod
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Title:
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Executive Chairman
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MEDICAL OUTCOMES RESEARCH
ANALYTICS, LLC
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By:
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/s/ Max Wygod
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Name:
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Max Wygod
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Title:
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Manager
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[Signature Page to Amendment to Merger Agreement]
