Exhibit 2.2
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER
THIS FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this "AMENDMENT")
is entered into as of January 28, 2005, among SYNOVA HEALTHCARE GROUP, INC., a
Nevada corporation (f/k/a ADVANCED GLOBAL INDUSTRIES CORPORATION) ("AGBL"),
SYNOVA AGBL MERGER SUB, INC., a Delaware corporation and a wholly owned
subsidiary of AGBL ("MERGER SUB"), and SYNOVA HEALTHCARE, INC., a Delaware
corporation ("SYNOVA").
RECITALS
WHEREAS, AGBL, Merger Sub and Synova are parties to that certain
Agreement and Plan of Merger dated as of January 13, 2005 (the "MERGER
AGREEMENT"); and
WHEREAS, AGBL, Merger Sub and Synova desire to amend the Merger
Agreement as follows.
NOW, THEREFORE, in consideration of the agreements and provisions herein
contained, the parties hereby agree as follows with the intent to be legally
bound:
SECTION 1. DEFINITIONS. Capitalized terms used herein but not otherwise
defined shall have the meanings ascribed to such terms in the Merger Agreement.
SECTION 2. AMENDMENT TO MERGER AGREEMENT. The Merger Agreement is
hereby amended, effective as of the date hereof, as follows:
2.1 AMENDMENT AND RESTATEMENT OF SECTION 6.2(h). Section 6.2(h) of
the Merger Agreement shall be deleted in its entirety, and a new
Section 6.2(h), which shall read as set forth below, shall be
added to the Merger Agreement:
(h) INDEMNIFICATION AGREEMENT. Synova shall have
received an indemnification agreement from G.M. Capital
Partners, Ltd., a B.V.I. company ("GM"), and Oceana
Partners LLC ("OCEANA") in substantially the form
attached hereto as EXHIBIT D, which indemnification
agreement will provide for GM and Oceana to place
500,000 shares of AGBL Common Stock into escrow as
security for any breaches of the representations,
warranties and covenants of the AGBL Parties hereunder.
2.2 AMENDMENT AND RESTATEMENT OF SECTION 8.2. Section 8.2 of the
Merger Agreement shall be deleted in its entirety, and a new
Section 8.2, which shall read as set forth below, shall be added
to the Merger Agreement:
8.2 OTHER TERMINATION. This Agreement may be
terminated by any party hereto and the Merger abandoned
if any other party hereto (the AGBL Parties, on the one
hand, and Synova, on the
other hand) shall have failed to satisfy any of its
respective conditions precedent under Section 6 hereof
(unless such failure results primarily from the
terminating party's breach of any representation,
warranty or covenant contained in this Agreement or
under any other agreement contemplated hereunder) or the
Closing shall not have occurred on or before February 8,
2005.
SECTION 3. EFFECTIVENESS. Except as amended herein, the Merger Agreement
shall continue in full force and effect and shall be enforceable in accordance
with its terms.
SECTION 4. COUNTERPARTS. This Amendment may be executed simultaneously in
two counterparts and each counterpart shall be deemed to be an original and it
shall not be necessary in making proof of this Amendment to produce or account
for more than one such counterpart.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, this Amendment has been executed by the parties as
of the date first written above.
SYNOVA HEALTHCARE GROUP, INC.
(f/k/a ADVANCED GLOBAL INDUSTRIES
CORPORATION)
By: /s/ Xxxxxx Xxxxxxxxxx-Xxxxx
--------------------------------------
Name: Xxxxxx Xxxxxxxxxx-Xxxxx
Title: President
SYNOVA AGBL MERGER SUB, INC.
By: /s/ Xxxxxx Xxxxxxxxxx-Xxxxx
--------------------------------------
Name: Xxxxxx Xxxxxxxxxx-Xxxxx
Title: President
SYNOVA HEALTHCARE, INC.
By: /s/ Xxxxxxx X. Xxxx
--------------------------------------
Name: Xxxxxxx X. Xxxx
Title: C.E.O.
