Exhibit 2.2
AMENDMENT TO AGREEMENT AND PLAN OF MERGER
This AMENDMENT TO AGREEMENT AND PLAN OF MERGER is made and effective as
of the 4th day of April, 2003 (the "Amendment") by and among Webtronics, Inc., a
Florida corporation ("Parent"), Callisto Pharmaceuticals, Inc., a Delaware
corporation ("Callisto"), Callisto Acquisition Corp., a Delaware corporation and
a wholly-owned subsidiary of Parent ("Callisto Merger Sub"), Synergy
Pharmaceuticals, Inc., a Delaware corporation ("Synergy") and Synergy
Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of
Parent ("Synergy Merger Sub").
WHEREAS, Synergy, Callisto, Parent, Callisto Merger Sub and Synergy
Merger Sub, are parties to a certain Agreement and Plan of Merger dated March,
10, 2003 (the "Agreement").
WHEREAS, all the parties thereto have agreed to reaffirm their
respective obligations thereunder and to make certain amendments thereto.
NOW THEREFORE in consideration of the mutual covenants, terms,
conditions, privileges and obligations set forth herein, and intending to be
legally bound hereby, the parties hereto mutually agree as follows:
1. All capitalized terms used herein and not otherwise defined
herein shall have the respective meanings assigned thereto in the
Agreement.
2. Section 7.1 (b) of the Agreement is hereby amended to
replace "March 31, 2003" with "April 30, 2003."
3. Except as modified by the foregoing, the terms and
conditions of the Agreement shall remain in full force and effect.
4. This Amendment may be executed in one or more counterparts,
each of which shall be deemed an original, but all of which together
shall constitute one and the same instrument and each of which may be
signed and transmitted via facsimile with the same validity as if it
were an ink-signed document.
[Remainder of Page Intentionally Left Blank]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their duly authorized respective officers as of the date first
written above.
CALLISTO PHARMACEUTICALS, INC.
By: /s/ Xxxxxxx Xxxxxxx
--------------------------------
Name: Xxxxxxx Xxxxxxx
Title: Director
SYNERGY PHARMACEUTICALS INC.
By: /s/ Xxxxxx X. Xxxxx
--------------------------------
Name: Xxxxxx X. Xxxxx
Title: Chairman
WEBTRONICS, INC.
By: /s/ Xxxxxxxxx Xxxxxxxx
--------------------------------
Name: Xxxxxxxxx Xxxxxxxx
Title: President
CALLISTO ACQUISITION CORP.
By: /s/ Xxxxxxx Xxxxxxx
--------------------------------
Name: Xxxxxxx Xxxxxxx
Title: Director
SYNERGY ACQUISITION CORP.
By: /s/ Xxxxxxx Xxxxxxx
--------------------------------
Name: Xxxxxxx Xxxxxxx
Title: Director
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