FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER
Exhibit 2.2
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER
THIS FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this “Amendment”), dated and effective as of October 1, 2026 (the “Effective Date”), amends that certain Agreement and Plan of Merger, made and entered into as of June 25, 2026 (as amended to date, the “Merger Agreement”), by and among ASP Isotopes Inc., a Delaware corporation (“Parent”), Noble Africa LLC, a Delaware limited liability company and a direct, wholly-owned subsidiary of Parent (the “Company”), Renergen Limited, a company incorporated under the laws of the Republic of South Africa and a direct, wholly-owned subsidiary of Parent (“OpCo”), ENDRA Life Sciences Inc., a Delaware corporation (“PubCo”), and Kruger Merger Sub, LLC, a Delaware limited liability company and a direct, wholly-owned subsidiary of PubCo (“Merger Sub”). Parent, the Company, OpCo, PubCo, and Merger Sub are individually referred to herein as a “Party” and, collectively, as the “Parties.” Certain capitalized terms used below but not otherwise defined shall have the meanings given to such terms in the Merger Agreement.
WHEREAS, Section 11.12 of the Merger Agreement provides that the Merger Agreement may be amended by the Parties at any time by execution of an instrument in writing signed on behalf of the Parties; and
WHEREAS, the Parties have agreed to amend the Merger Agreement to: (i) amend Section 6.1(b) of the Company Disclosure Letter to, among other things, allow OpCo to enter into an fifth addendum to that certain ASPI Term Loan Facility Agreement, dated May 19, 2025; (ii) amend Section 6.2(b) of the PubCo Disclosure Letter to, among other things, allow PubCo to enter into an amendment to that certain Pre-Funded Common Stock Purchase Warrant issued by PubCo as of May 27, 2026 to LHE LNG Holdings LLC (“LHE LNG”) and an amendment to that certain Common Stock Purchase Warrant issued by PubCo as of May 27, 2026 to LHE LNG; (iii) amend Section 7.12 of the Merger Agreement to adjust the structure of the Closing PubCo Board; (iv) amend Section 8.2(f) of the Merger Agreement to adjust the amount of PubCo Cash needed for Closing; (v) amend Exhibit F of the Merger Agreement to adjust the form of PubCo A&R Certificate of Incorporation; and (vi) amend Exhibit M of the Merger Agreement to set forth the form of the sixth addendum to that certain ASPI Term Loan Facility Agreement.
NOW, THEREFORE, for good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:
““IRA Payments” means any payments made in respect of liabilities or obligations under that certain Investor Relations Agreement, dated July 15, 2026, between RedChip Companies, Inc. and PubCo.”
“(iv) deliver to the PubCo duly executed copies by Parent, ASP Isotopes South Africa Proprietary Limited and OpCo, a sixth addendum to that certain ASPI Term Loan Facility Agreement, dated May 19, 2025, as acceptable to Parent, in the form set forth on Exhibit M.”
“7.12 Board of Directors. PubCo will use commercially reasonable efforts to take all actions reasonably necessary to, and the Company shall reasonably cooperate with PubCo to, cause the PubCo Board of Directors immediately after the Effective Time (the “Closing PubCo Board”) to consist of a number of directors selected by the Company, which shall include (a) one (1) director as the Chief Executive Officer of the Company (the “CEO Director”), (b) at least five (5) directors as non-executive directors designated solely by the Company (the “Company Directors”); and (c) one (1) director as a non-executive director designated solely by PubCo (the “PubCo Director”). The Parties currently expect that the initial PubCo Director will be the individual set forth on Section 7.12 of the PubCo Disclosure Letter. In furtherance of the Company’s cooperation obligations under the foregoing sentence, prior to the Proxy Statement/Prospectus Clearance Date, the Company shall provide PubCo with a duly completed director questionnaire with respect to the CEO Director and the Company Directors in form and substance reasonably acceptable to PubCo along with a biography of the CEO Director and each of the Company Directors suitable for inclusion in the Proxy Statement/Prospectus.”
“(f) PubCo shall have PubCo Cash equal to, or greater than, $3,800,002.59 less the then-cumulative amount of the IRA Payments.”
[Signatures appear on the following page]
In Witness Whereof, the Parties have caused this Amendment to be executed as of the date first above written.
ASP ISOTOPES INC.
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Name: |
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Chief Executive Officer |
NOBLE AFRICA LLC
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Name: |
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Manager |
RENERGEN LIMITED
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Name: |
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Director |
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/s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ |
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Name: |
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▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ |
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Title: |
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Chief Executive Officer |
KRUGER MERGER SUB LLC
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By: |
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/s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ |
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Name: |
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▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ |
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Title: |
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Chief Executive Officer |