EXHIBIT 2.3
SECOND AMENDMENT
TO
AGREEMENT AND PLAN OF MERGER
This Second Amendment to Agreement and Plan of Merger (the "Amendment") is
dated effective as of June 17, 1998 among Corgenix Medical Corporation, Inc., a
Nevada corporation (formerly known as Xxxx Xxxx Technologies, Inc.) ("Xxxx
Wolf") and TransGlobal Financial Corporation ("TransGlobal"). This Amendment
amends that certain Agreement and Plan of Merger entered into as of May 12, 1998
among Reaads Medical Products, Inc., a Delaware corporation (the "Company"),
Corgenix and Xxxx Xxxx Acquisition Corp., a Delaware corporation ("Xxxx Wolf
Subsidiary"), as amended by First Amendment thereto dated effective as of
May 22, 1998 (as so amended, the "Merger Agreement"). Unless otherwise defined
herein, capitalized terms used in this Amendment have the meanings given to them
in the Merger Agreement.
RECITALS
Section 8(c) of the Merger Agreement, as amended, imposes on Xxxx Xxxx the
obligation to file a Registration Statement to register the Xxxx Wolf Preferred
Shares, the Warrants and the Underlying Shares with the United States Securities
and Exchange Commission under the Securities Act on Form X-0, XX-0 or another
appropriate registration form, such Registration Statement to be filed within 30
days after May 22, 1998, and to use its best efforts to cause such Registration
Statement to be declared effective as expeditiously as possible and in any event
within a period of 60 days thereafter. If Xxxx Xxxx fails to comply with the
provisions of Section 8(c) of the Merger Agreement, it is subject to liquidated
damages payable to TransGlobal of $1,000 for each day that Xxxx Wolf has not
complied with such obligation. Xxxx Xxxx and TransGlobal now desire to terminate
the obligation under Section 8(c) of the Merger Agreement for Xxxx Wolf to file
a Registration Statement. Accordingly, for good and valuable consideration, Xxxx
Xxxx and TransGlobal do hereby agree as follows:
AGREEMENT
1. Section 8(c) of the Merger Agreement is hereby deleted in its
entirety. Xxxx Wolf shall have no obligation to file a Registration Statement
under the Securities Act to register its shares of Xxxx Xxxx Preferred Shares,
Warrants, or Underlying Shares.
2. Section 8(d) of the Merger Agreement is hereby amended and restated
in its entirety to read as follows:
(d) EXCHANGE ACT REGISTRATION. Xxxx Wolf shall file a Registration
Statement to register Xxxx Xxxx under Section 12(g) of the
Exchange Act on Form 10, Form 10-SB or another form appropriate
for such registration, and Xxxx Wolf shall use its best efforts
to cause such Registration Statement to be filed as soon as
practicable following the effective date of this Amendment.
3. Except as specifically set forth in this Amendment, all of the terms
and provisions of the Merger Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the Parties hereto have executed this Amendment as of the
date first above written.
CORGENIX MEDICAL CORPORATION
(f.k.a. Xxxx Xxxx Technologies, Inc.)
/S/ XXXXXXXX X. XXXXXXX
By: -------------------------------------
Xxxxxxxx X. Xxxxxxx, President
TRANSGLOBAL FINANCIAL CORPORATION
/S/ XXXX X. MUSTAFOGLU
By: -------------------------------------
Xxxx X. Mustafoglu, President