Exhibit
2.2
FIRST AMENDMENT TO AGREEMENT
AND PLAN OF MERGER
BY AND
AMONG
LAURIER INTERNATIONAL,
INC.,
ARNO THERAPEUTICS,
INC.
AND
LAURIER ACQUISITION,
INC.
THIS
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER
(the "First Amendment") is made by
and between L AURIER INTERNATIONAL, INC., ARNO
THERAPEUTICS, INC. AND LAURIER ACQUISITION, INC.
(collectively, the “Parties”) , and
is dated as of the 12th day of May,
2008.
BACKGROUND
A. The Parties have previously entered into that
certain Agreement and Plan of Merger dated as of March 5, 2008.
(the “Merger Agreement”).
B. Pursuant to the terms of the Merger Agreement,
the Parties agreed that either Parent or Arno (as defined in the
Merger Agreement) had the right to terminate the Merger if the
Merger shall not have been consummated by April 15, 2008 (the
“Outside Date”), subject to the right of Arno to
unilaterally extend the Outside Date on Notice to Parent. Arno did,
in fact, provide such notice and the Outside Date was previously
extended to May 15, 2008.
C. The Parties now desire to extend the Outside
Date