EXHIBIT 2.2
FIRST AMENDMENT
TO
AGREEMENT AND PLAN OF MERGER
This First Amendment to Agreement and Plan of Merger (the "Amendment") is
dated effective as of May 22, 1998 among Reaads Medical Products, Inc., a
Delaware corporation (the "Company"), Corgenix Medical Corporation, a Nevada
corporation (formerly known as Xxxx Xxxx Technologies, Inc) ("Xxxx Wolf") and
Xxxx Xxxx Acquisition Corp., a Delaware corporation ("Xxxx Wolf Subsidiary").
This Amendment amends that certain Agreement and Plan of Merger entered into as
of May 12, 1998 among the Company, Xxxx Xxxx, and Xxxx Xxxx Subsidiary (the
"Merger Agreement"). Unless otherwise defined herein, capitalized terms used in
this Amendment have the meanings given to them in the Merger Agreement.
RECITALS
Under Section 2(d)(vi) of the Merger Agreement, all 204,000 Company Common
Shares outstanding at and as of the Effective Time will be converted into the
right to receive 6,120,000 Merger Units, each Merger Unit consisting of one (1)
Xxxx Wolf Common Share and one (1) Common Stock Purchase Warrant entitling the
holder to purchase up to .3268 additional Xxxx Xxxx Common Shares at an exercise
price of $.001 per share (such warrant being referred to as the "Xxxx Wolf
Anti-Dilution Warrant"), at an exchange ratio of thirty (30) Xxxx Xxxx Merger
Units for each one Company Common Share. The Parties hereby desire to remove the
Xxxx Wolf Anti-Dilution Warrant from the Merger Consideration, and substitute
therefor the "Xxxx Xxxx Contingent Shares", as set forth in this Amendment.
Accordingly, for good and valuable consideration, the Parties do hereby agree as
follows:
AGREEMENT
1. AMENDMENT TO THE TERM "MERGER CONSIDERATION", SUBSTITUTING XXXX WOLF
CONTINGENT SHARES FOR XXXX XXXX ANTI-DILUTION WARRANTS. The term "Merger
Consideration" as defined at Section 2(d)(vi) of the Merger Agreement is hereby
amended and restated in its entirety as follows:
The term "Merger Consideration" shall mean, collectively, (a) 6,120,000
shares of Xxxx Wolf Common Shares plus (b) the contingent right to
receive up to an additional 4,000,000 Xxxx Xxxx Common Shares, on and
subject to the provisions of Section 2 below (hereafter, the "Xxxx Wolf
Contingent Shares"). The Merger Consideration shall be allotted to the
aggregate 204,000 Company Common Shares to be outstanding at and as of
the Closing in the following ratio: each one (1) Company Common Share
shall be converted into the right to receive thirty (30) Xxxx Xxxx
Common Shares plus the contingent right to receive up to 19.6078 Xxxx
Wolf Contingent Shares, on and subject to the provisions of Section 2 of
this Amendment.
2. ISSUANCE OF XXXX XXXX CONTINGENT SHARES. Xxxx Wolf Contingent Shares
shall be issuable to Company Shareholders on and subject to the following
conditions:
(a) ISSUE EVENTS. Xxxx Xxxx Contingent Shares shall be issued on
each of the following events (each an "Issue Event"):
(i) The exercise of one or more of the warrants which may be issued
in connection with issuance of the Xxxx Wolf Preferred Shares
(as described at Section 8 (a) of
the Merger Agreement) (hereafter, the "Xxxx Xxxx Preferred
Warrants"); or
(ii) The conversion of one or more Xxxx Wolf Preferred
Shares to Xxxx Xxxx Common Shares; or
(iii) On November 23, 1998.
(b) PREFERRED SHARE CONVERSION OR WARRANT EXERCISE ISSUE EVENTS. Upon
each occurrence of an Issue Event occurring after the Effective Time
(excluding specifically the November 23, 1998 Issue Event), Xxxx Wolf
shall issue Xxxx Xxxx Contingent Shares to Company Shareholders, the
number of shares to be issued being determined according to the
following mathematical formula:
[-- --]
[ (a+b) ]
2,000,000 [ ----------- ] - d = Number of Xxxx Wolf Contingent Shares
[ 2,000,000 ] Issuable
[-- --]
where:
a = the number of Xxxx Xxxx Common Shares issued on exercise of
Xxxx Wolf Preferred Warrants to the date of the current Issue
Event;
b = the number of Xxxx Xxxx Common Shares received upon conversion
of Xxxx Wolf Preferred Shares to the date of the current Issue
Event;
d = the number of Xxxx Xxxx Contingent Shares issued by Xxxx Wolf
prior to the current Issue Event based on prior Issue Events
OTHER THAN the November 23, 1998 Issue Event.
(c) NOVEMBER 23, 1998 ISSUE EVENT. On November 23, 1998, Xxxx Xxxx shall
issue Xxxx Wolf Contingent Shares to Company Shareholders, the
number of shares to be issued being determined according to the
following mathematical formula:
[-- --]
[ m ]
4,000,000 [ 1 - ------------- ] - d' = Number of Xxxx Xxxx Contingent
[ $1,000,000 ] Shares Issuable
[-- --]
where:
m = the dollar amount of Xxxx Wolf Preferred Shares sold through
November 22, 1998;
d' = the maximum number of Xxxx Xxxx Common Shares issuable upon
conversion of all Xxxx Wolf Preferred Shares issued prior to
November 23, 1998 and exercise of all Xxxx Xxxx Preferred
Warrants issued prior to November 23, 1998.
(d) Upon each occurrence of an Issue Event, the Xxxx Wolf Contingent
Shares then issuable shall be issued and distributed to the
Company Shareholders pro-rata based on their respective
percentage ownership of Company Common Shares as of the Closing
Date, as set forth on Exhibit A to this Amendment (identified as
"REAADS Shareholders with Conversion and Exchange of REAADS
Stock to Corgenix Stock").
(c) Company Shareholders may not assign, sell, transfer, pledge or
otherwise hypothecate or encumber their right to receive Xxxx Xxxx
Contingent Shares; provided that Company Shareholders may transfer
their right to receive Xxxx Wolf Contingent Shares by will, gift and
the laws of descent and intestacy.
(f) Xxxx Xxxx Contingent Shares will, when issued, be duly authorized,
validly issued, fully paid and non-assessable.
(g) The provisions of this Section 2 shall terminate on May 22, 2003;
provided, that such termination shall not affect the obligation of
Xxxx Wolf to issue and distribute to Company Shareholders any Xxxx
Wolf Contingent Shares then issuable under this Section 2.
3. Paragraph 8(c) of the Merger Agreement is hereby amended and
restated in its entirety to read as follows:
(c) SECURITIES ACT REGISTRATION. Within thirty (30) days after the
Closing Date, Xxxx Xxxx will file a Registration Statement to register
the Xxxx Wolf Preferred Shares, the Warrants and the Xxxx Xxxx Common
Shares underlying and issuable upon conversion of the Xxxx Wolf
Preferred Shares or exercise of the Warrants ("Underlying Shares")
under the Securities Act on Form X-0, XX-0 or on another form
appropriate for such registration, and use its best efforts to cause
such registration to be declared effective as expeditiously as
possible and in any event within a period of sixty (60) days
thereafter.
4. Paragraph 8(d) of the Merger Agreement is hereby amended and restated
in its entirety to read as follows:
(d) EXCHANGE ACT REGISTRATION. Within thirty (30) days after the
issuance of an order by the United States Securities and Exchange
Commission declaring effective the Registration Statement described in
paragraph 8(c) of this Agreement, Xxxx Xxxx will file a Registration
Statement to register Xxxx Wolf under Section 12(g) of the Exchange
Act on Form 10 or another form appropriate for such registration.
5. Paragraph 8(e) of the Merger Agreement is hereby amended and restated
in its entirety to read as follows:
(e) NASDAQ SMALL CAP MARKET LISTING. Within five (5) days after the date
that Xxxx Xxxx first qualifies for listing on the Nasdaq Small Cap
Market, Xxxx Wolf will file an application to list its Common Stock
for trading on the Nasdaq Small Cap Market and cause such listing to
be perfected with a period of thirty (30) days thereafter.
6. EXTENSION OF CLOSING DATE. The date by which the Closing must occur
shall be May 22, 1998 and references in Section 10(a)(ii) and 10(a)(iii) to May
15, 1998 are hereby amended to May 22, 1998.
7. OTHER TERMS. Except as specifically set forth in this Amendment, all
other 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.
XXXX XXXX TECHNOLOGIES, INC.
By: /s/ Xxxx X. Mustafogler
-------------------------------
Its: President
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REAADS MEDICAL PRODUCTS, INC.
By: /s/ Xxxxxxxx X. Xxxxxxx
-------------------------------
Its: President
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XXXX WOLF ACQUISITION CORP.
By: /s/ Xxxx X. Mustafogler
-------------------------------
Its: President
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