EXHIBIT 2.2
ADDENDUM
TO
REORGANIZATION AGREEMENT
1. In the event of any conflict between the provisions of this Addendum
and the provisions of the Reorganization Agreement among Harmony Trading Corp.,
Nuvo Way Inc., Group Intercapital Inc., Xxxxxxx Xxxxx and the shareholders of
Nuvo Way Inc., as executed on March 27, 2002, the provisions of this Addendum
shall control. Otherwise, the provisions of the Reorganization Agreement shall
remain in full force and effect.
2. Section 2.9(c) of the Reorganization Agreement is amended to read as
follows:
"(c) Acquiror's board of directors currently consists of Xxxxx
Yersh and Denis St. Hilaire. Immediately following the filing of Acquiror's
Annual Report on Form 10-KSB for the year ended December 31, 2001 with the SEC,
Xxxxx Xxxxx and Xxxxxxx Xxxxx, the designees of the Shareholders, shall be
appointed to and added to the board of directors of Acquiror. At the same time,
Acquiror's current officers shall resign and be replaced by Xxxxxxx Xxxxx who
will serve as president and chief executive officer and by Xxxxx Xxxxx who will
serve as treasurer, secretary and chief financial officer. Following the
Closing, GIC and the Shareholders agree to use their best efforts to mutually
locate and designate a fifth director, for appointment to Acquiror's board of
directors. Acquiror agrees to appoint such designee to its board as promptly as
practicable upon receiving notice of such designation. The parties acknowledge
and agree that no assurance can be given that the Shareholders and GIC will
successfully find a mutually acceptable director.
Subsequent to the Closing, GIC and the Shareholders, in their capacity
as shareholders of Acquiror, hereby agree to vote their voting shares of
Acquiror, with respect to all votes taken by Acquiror for the election of
directors, so as to maintain a board that consists of an equal member of
directors designated by GIC and the Shareholders."
3. This Addendum may be executed in separate counterparts, each of
which shall be deemed to be a fully executed original as to all parties that
have executed any one or more of those counterparts. The execution of this
Addendum and the transmission thereof by facsimile shall be binding on the party
signing and transmitting same by facsimile fully and to the same extent as if a
counterpart of this Addendum bearing such party's original signature had been
delivered.
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IN WITNESS WHEREOF, the parties have executed this Addendum as of April
3, 2002.
Harmony Trading Corp. 3073815 Canada Inc.
By: /s/ Hershey J. Yersh By: /s/ Xxxxxxx Xxxxx
------------------------------------- -------------------------------------
Name: Hershey J. Yersh Name: Xxxxxxx Xxxxx
Title: President Title: President
Nuvo Way, Inc. 3949559 Canada Inc.
By: /s/ Xxxxxxx Xxxxx By: /s/ Xxxxxxxx Xxxxxx
----------------------------------- -------------------------------------
Name: Xxxxxxx Xxxxx Name: Xxxxxxxx Xxxxxx
Title: President Title: President
Group Intercapital, Inc. 0000-0000 Xxxxxx Inc.
By: /s/ Xxxxxx Xxxxxxx By: /s/ Xxxxxx Xxxxxx
------------------------------------- -------------------------------------
Name: Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxx
Title: President Title: President
/s/ Xxxxxxx Xxxxx /s/ Xxxx Xxxxxx
------------------------------------- -----------------------------------------
Xxxxxxx Xxxxx Xxxx Xxxxxx
/s/ Xxxxx Xxxx
-----------------------------------------
Xxxxx Xxxx
/s/ Xxxxx Xxxxx
-----------------------------------------
Xxxxx Xxxxx
/s/ Xxxxxx Xxxxxx
-----------------------------------------
Xxxxxx Xxxxxx
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