EXHIBIT 2.2
AMENDMENT TO
SECOND AMENDED AND RESTATED
AGREEMENT AND PLAN OF MERGER
This Amendment (the "Amendment") to the Second Amended and Restated
Agreement and Plan of Merger, dated as of December 20, 2002 (the "Merger
Agreement") is made and entered into as of January 15, 2003 by and among Ponte
Nossa Acquisition Corp., a Delaware corporation ("PNSO"), VisiJet Acquisition
Corporation, a California corporation ("Merger Sub"), and a wholly owned
subsidiary of PNSO, and VisiJet, Inc., a California corporation ("VisiJet").
The parties agree as follows:
1. Amendment of Section 2.5
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Section 2.5 of the Merger Agreement is amended to read in its
entirety as follows:
2.5 DIRECTORS AND OFFICERS. At the Effective Time, the Board
of Directors of PNSO and the Board of Directors of the Surviving Corporation
shall each consist of Xxxxxxx Xxxxxx, Xxxx Xxxxx and Xxxxxx Xxxxxxxx, each to
serve until their respective successors are duly elected or appointed. At the
Effective Time, the resignation of the officers of PNSO and Merger Sub shall
become effective and the officers of VisiJet immediately prior to the Effective
Time shall be appointed as the officers of PNSO and remain the officers of the
Surviving Corporation until their respective successors are duly elected or
appointed, except that Xxxxx Xxxxxxx shall hold the title of Interim Chief
Executive Officer (rather than Chief Executive Officer) and Interim President of
each of PNSO and the Surviving Corporation, respectively, prior to the
appointment of a new Chief Executive Officer and President of each such entity
pursuant to Sections 6.5(f) and 7.1(j) hereof.
2. Amendment of Section 6.5(f)
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Section 7.2(j) of the Merger Agreement is amended to read in its
entirety as follows
(j) RESIGNATION OF DIRECTORS. VisiJet shall have received the
resignation, effective as of the Effective Time, of Xxxxxxx Xxxxxxx, Xxxxx
Xxxxxxx and Xxxx Xxxxxxxxxxxxx from VisiJet's Board of Directors.
3. Confirmation of Agreement.
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Except as so amended, the Merger Agreement remains in full force
and effect.
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment
as of the date first above written.
Ponte Nossa Acquisition Corp.
By: /s/ Xxxxxxxx Xxxxxxxxx
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Xxxxxxxx Xxxxxxxxx, Chief Executive Officer
Visijet, Inc.
By: /s/ Xxxxx Xxxxxxx
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Xxxxx Xxxxxxx, President
VisiJet Acquisition Corporation
By: /s/ Xxxxxxxx Xxxxxxxxx
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Xxxxxxxx Xxxxxxxxx, Chief Executive Officer
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