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
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 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, 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 ▇▇▇▇▇ ▇▇▇▇▇▇▇ 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)
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 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇
▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ from VisiJet's Board of Directors.
3. CONFIRMATION OF AGREEMENT.
Except as so amended, the Merger Agreement remains in full force
and effect.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment
as of the date first above written.
Ponte Nossa Acquisition Corp.
By: /S/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, Chief Executive Officer
Visijet, Inc.
By: /S/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
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▇▇▇▇▇ ▇▇▇▇▇▇▇, President
VisiJet Acquisition Corporation
By: /S/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, Chief Executive Officer