FIFTH AMENDMENT TO
AGREEMENT AND PLAN OF MERGER
This
Fifth Amendment to the Agreement and Plan of Merger (the
“Agreement”) dated as of April 24, 2007, by and among
XENO TRANSPLANTS CORPORATION (formerly ICON DEVELOPMENT, INC.), a
corporation organized under the laws of the State of Nevada
(“XENO”) and having its principal offices at Suite
2610, 1066 West Hastings Street, Vancouver, British Columbia,
Canada V6E 3X2, Icon Acquisition Corporation, a corporation
organized under the laws of the State of Delaware (“MERGER
SUB”) and having its principal offices at 1235 Quayside
Drive, Suite 703, New Westminster, British Columbia, Canada V3M
6J5, AMERICAN XENO INC., a corporation organized under the laws of
the State of Nevada and having its principal offices at 143 Gardner
Road, Brookline, Massachusetts 02445 (“AXI”), and the
stockholders of AXI (the “Holders”) is made as of
September 24, 2007.
RECITALS
A. XENO,
MERGER SUB, AXI and the Holders were parties to the Agreement,
which specified the terms and conditions of the merger of MERGER
SUB with and into AXI, whereby each issued and outstanding share of
common stock of AXI will be converted into the right to receive the
Merger Consideration.
B. As
of the Effective Time, MERGER SUB merged into AXI and is no longer
a legal entity and, therefore, it is no longer necessary to have
Merger Sub as a signatory to any amendment to the Agreement.
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