Exhibit 2.1
SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER
This Second Amendment ("Amendment") to the Agreement and Plan of Merger
(the "Merger Agreement"), dated as of January 31, 2005, by and among MicroMed
Technology, Inc., a Delaware corporation ("MicroMed"), on the one hand, and
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"), on the other hand, is made and entered into to be
effective for all purposes as of the 29th day of July, 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 parties desire to 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 6.2(a). Section 6.2(a) of the Merger Agreement is
hereby amended and restated in its entirety as follows:
"(a) the Merger shall not have been consummated by August 31, 2005,
whether such date is before or after the date of approval of the Merger by
MicroMed's shareholders and Salmon's stockholders (the "Termination Date"); or"
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]
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.
--------------------------------------------
Name: Xxxx Xxxxx, Sr.
SALMON ACQUISITION CORP.
By: /s/ Xxxx Xxxxx, Sr.
----------------------------------------
Name: Xxxx Xxxxx, Sr.
Title: President
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