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EXHIBIT
2.3
AMENDMENT NO. 2 TO MERGER
AGREEMENT
THIS
AMENDMENT NO. 2 TO MERGER AGREEMENT (this “
Amendment ”)
is dated as of February 1, 2008, by and among LIFESCIENCES
OPPORTUNITIES, INC., a Florida corporation (the “
Company ”),
and DRTATTOFF, LLC, a California limited liability company
(“
Dr. Tattoff ”).
WHEREAS,
the parties entered into that certain Merger Agreement, dated
as of September 7, 2007, by and among the Company and Dr.
Tattoff, a copy of which is attached hereto as Exhibit A, as
amended by that certain Amendment No. 1 to Merger Agreement
dated as of October 5, 2007, a copy of which is attached
hereto as Exhibit B, (the “
Agreement ”).
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 .
Section 2.1 of the Agreement is deleted in its entirety and
replaced with the following new Section 2.1:
“2.1.
Conversion of Capital Stock .
As of the Effective Time, by virtue of the Merger and without any
action on the part of the parties or the registered holders of any
shares of capital stock of the Company (each a “
Company Shareholder ,”
and collectively, the “
Company Shareholders ”):
(a)
The
units of outstanding membership interest of Dr. Tattoff (the
“
Membership Interests ”)
to be set forth in Schedule 2.1(a) 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 ”).
(b)
The
Membership Interests to be set forth in Schedule 2.1(b) shall
be converted into and become fully paid and non-assessable
shares of a series of preferred stock to be created by the
Company prior to the Effective Time in a form satisfactory to
Dr. Tattoff (“
Preferred Stock ”)
and issued in the amounts to be set forth in Schedule
2.1(b).
(c)
The
number of shares of Company Common Stock and Preferred Stock
issued to each
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