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Exhibit 2.2
AMENDMENT NO. 1 TO MERGER
AGREEMENT
THIS
AMENDMENT NO. 1 TO MERGER AGREEMENT (this “
Amendment ”)
dated as of October 5, 2007, by and among LIFESCIENCES
OPPORTUNITIES, INC., a Florida corporation (the “
Company ”),
and DRTATTOFF, LLC, a California limited liability company
(“
Dr. Tattoff ”).
WHEREAS,
reference is hereby made to that certain Merger Agreement (the
“
Agreement ”),
dated as of September 7, 2007, by and among the Company and Dr.
Tattoff.
WHEREAS,
the Company and Dr. Tattoff wish to amend certain provisions
of the Agreement as set forth herein;
NOW,
THEREFORE, for and in consideration of the mutual promises and
covenants other agreements contained in this Amendment the
Company and Dr. Tattoff hereby agree to amend the Agreement as
follows:
1.
Defined Terms; Conflicting Documents
.
All capitalized terms used but not defined herein shall have the
meaning set forth in the Agreement. In the event of any conflict
between the Agreement and this Amendment, this Amendment shall
prevail and govern.
2.
Amendment to Section 2.1: Conversion of Capital
Stock .
Subsection (a) of Section 2.1 of the Agreement is deleted in its
entirety and replaced with the following new Section
2.1(a):
“(a)
Each
unit of outstanding membership interest of Dr. Tattoff (the
“
Membership Interests ”)
shall be converted into and become one (1) fully paid and
non-assessable share of common stock, par value $0.0001 per share,
of the Surviving Corporation (the “
Company Common Stock ”).
The number of shares of Company Common Stock issued to each member
of Dr. Tattoff (each a “
Mem
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