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Exhibit 2.8
AMENDMENT TO AGREEMENT AND
PLAN OF REORGANIZATION
THIS AMENDMENT TO AGREEMENT AND PLAN OF REORGANIZATION
AGREEMENT (this "Amendment"), dated as of November 24, 1999, by and among The
Plastic Surgery Company, a Georgia corporation, formerly known as Better Image,
Inc. ("PSC"), formerly known as Better Image, Inc., _____________________, (the
"Company") and ___________________, a resident of the State of ______________
(the "Shareholders").
WHEREAS, PSC, the Company and the Shareholder entered into that certain
Agreement and Plan of Reorganization by and among PSC, the Company, and the
Shareholder, to be effective as of __________________, whereby the Company, the
Shareholders and PSC agreed to effect the Merger upon the terms and conditions
set forth therein (the "Original Agreement");
WHEREAS, PSC, the Company and the Shareholder desire to amend the
Original Agreement as set forth in this Amendment relating to the termination
provisions of the Original Agreement and the non-stock portion of the
consideration of the consideration for the merger of the Company into PSC,
subject to the terms and conditions set forth in this Amendment.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
set forth in this Agreement, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
amend the Original Agreement as follows:
1. Amendment of Section 6.13 of Original Agreement. The parties agree that
Section 6.13 of the Original Agreement shall be amended and restated in its
entirety as follows:
6.13 PUBLIC OFFERING OR FIRM UNDERWRITING. Better Image shall have
completed on or before December 15, 1999, an initial public offering (the "IPO")
for the sale of the common stock of Better Image.
2. Amendment of Section 7.5 of Original Agreement. The parties agree that
Section 7.5 of the Original Agreement shall be amended and restated in its
entirety as follows:
SECTION 7.5 INITIAL PUBLIC OFFERING. PSC shall have completed the IPO
for the sale of the common stock of PSC on or before December 15, 1999.
3. Miscellaneous.
a. Notices. All notices, demands or other communications
hereunder shall be in writing and shall be deemed given when delivered
personally, mailed by certified mail, return receipt requested, sent by
overnight courier service or telecopies, telegraphed or telexed (transmission
confirmed), or otherwise actually delivered to the parties as set forth in the
Original Agreement.
b. Severability and Governing Law. Should any Section or any part
of a Section within this Amendment be rendered void, invalid or unenforceable by
any court of law for any reason, such invalidity or unenforceability shall not
void or render invalid or unenforceable any other Section or part of a Section
in this Amendment. This Amendment is made and entered into in the State of
Georgia and the
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internal laws of the State of Georgia (without regard to the principles of
conflicts of laws) shall govern the validity and interpretation hereof and the
performance by the parties hereto of their respective duties and obligations
hereunder.
c. Counterparts. 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.
d. Captions and Section Headings. Section titles or captions
contained in this Amendment are inserted as a matter of convenience and for
reference purposes only, and in no way define, limit, extend or describe the
scope of this Agreement or the intent of any provisions hereof.
e. Further Assurances. Each party hereto agrees to do all acts
and to make, execute and deliver such written instruments as shall from time to
time be reasonably required to carry out the terms and provisions of this
Amendment.
f. Definitions. All capitalized terms used and not defined herein
shall have the meanings assigned to them in the Original Agreement.
g. Survival. Except as specifically modified by this Amendment or
any prior amendments, the Original Agreement remains in full force and effect.
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment to
the Agreement and Plan of Reorganization as of the day and year first above
written.
PSC:
THE PLASTIC SURGERY COMPANY
By:
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Name:
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Title:
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COMPANY:
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By:
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SHAREHOLDER:
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