Exhibit 2.1(c)
THIRD AMENDMENT TO AGREEMENT AND PLAN OF MERGER
This Third Amendment ("Amendment") to that certain Agreement and Plan of
Merger (the "Merger Agreement") dated as of January 31, 2005, by and among
MicroMed Technology, Inc., a Delaware corporation ("MicroMed"), Salmon Express,
Inc., a publicly traded Nevada corporation ("Salmon"), Salmon Acquisition Corp.,
a Nevada corporation and wholly owned subsidiary of Salmon ("Merger Sub"), and
Xxxx Xxxxx, Sr., an individual stockholder of Salmon (the "Salmon Stockholder"),
is made and entered into to be effective for all purposes as of the 9th day of
August 2005. Capitalized terms used but not defined herein shall have the
meanings ascribed to those terms in the Merger Agreement.
WHEREAS, Salmon, Merger Sub, the Salmon Stockholder and MicroMed each
determined to engage in the Merger pursuant to which Merger Sub will merge with
and into MicroMed, with MicroMed being the surviving corporation, and the
outstanding shares of MicroMed shall be converted into shares of Salmon's common
stock in the manner described in the Merger Agreement.
WHEREAS, the parties still intend to consummate the transactions
contemplated by the Merger Agreement and to proceed to Closing.
WHEREAS, the Merger Agreement was previously amended by that certain First
Amendment to Agreement and Plan of Merger dated as of May 17, 2005 and by that
certain Second Amendment to Agreement and Plan of Merger dated as of July 29,
2005.
WHEREAS, the parties desire to again amend certain sections of the Merger
Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein and in reliance upon the representations and warranties
hereinafter set forth, the parties hereto hereby agree as follows:
A. Amendment of Section 3.2. Section 3.2 of the Merger Agreement is hereby
amended and restated in its entirety as follows:
"3.2 Immediately prior to the Closing, the authorized capital stock
of the Company consists of 65,000,000 shares of common stock, $.001 par value
per share, and no shares of preferred stock. Immediately prior to the Closing
there will be 17,013,145 shares of common stock outstanding, no shares of
preferred stock outstanding and outstanding options and warrants to purchase
2,849,915 shares of common stock."
B. Full Force and Effect. Except as expressly amended herein, all other
terms and provisions of the Merger Agreement remain in full force and effect and
are hereby ratified and confirmed in all respects.
C. Counterparts. This Amendment may be executed in one or more
counterparts, each of which such counterparts shall be deemed an original and
all of which together shall constitute one and the same Amendment.
D. Recitals. The Recitals hereto are hereby incorporated into this
Amendment as if fully stated herein.
[SIGNATURES FOLLOW]
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IN WITNESS WHEREOF, the parties have executed this Amendment as of the
date first written above.
MICROMED TECHNOLOGY, INC.
By: /s/ Xxxxxx X. Xxxxx
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Name: Xxxxxx X. Xxxxx
Title: President and Chief Executive Officer
SALMON EXPRESS, INC.
By: /s/ Xxxx Xxxxx, Sr.
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Name: Xxxx Xxxxx, Sr.
Title: President
SALMON STOCKHOLDER
/s/ Xxxx Xxxxx, Sr.
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Name: Xxxx Xxxxx, Sr.
SALMON ACQUISITION CORP.
By: /s/ Xxxx Xxxxx, Sr.
------------------------------------------
Name: Xxxx Xxxxx, Sr.
Title: President
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