Exhibit
10.2 


 


AMENDMENT
NO. 1 TO


settlement
and restructuring agreement


 


This AMENDMENT
NO. 1 TO SETTLEMENT AND RESTRUCTURING AGREEMENT (this “Amendment”) is entered into and effective as of
the 19th day of December, 2012, by and among RAPTOR RESOURCES HOLDINGS INC., a Nevada corporation, formerly known as Lantis Laser
Inc. (“RRHI”), its wholly owned subsidiary, LANTIS LASER, INC., a New Jersey corporation ( “Lantis”
and, together with RRHI, the “Companies”), STANLEY B. BARON, a natural person who resides at 3967 Park Avenue,
Fairfield, Connecticut (“Baron”), CRAIG B. GIMBEL, a natural person who resides at 11 Stonebridge Court, Denville,
New Jersey (“Gimbel” and, together with Baron, collectively the "Employees" and individually
an “Employee”), and PAX ORAL IMAGING INC., a Delaware corporation (“POII”).


 


Background


 


WHEREAS, RRHI, Lantis,
Baron, Gimbel and POII entered into a Settlement and Restructuring Agreement, dated as of December 17, 2012 (the “Settlement
and Restructuring Agreement”); and


 


WHEREAS, RRHI, Lantis,
Baron, Gimbel and POII desire to amend the Settlement and Restructuring Agreement as set forth and pursuant to the terms and conditions
set forth in this Amendment.


 


Agreement


 


NOW, THEREFORE,
in consideration of the mutual agreements of the parties contained herein, and for other good and valuable consideration, the receipt
and sufficiency of which is hereby acknowledged and agreed, and intending to be legally bound hereby, the parties hereto agree
as follows:


 


1.          Incorporation
of Background. The “Background” provisions set forth above, together with all of the defined terms therein, are
incorporated herein by reference. Capitalized terms not specifically defined herein shall have the meanings given to them in the
Settlement and Restructuring Agreement.


 


2.          Amendment.
Section 1(c) of the Settlement and Restructuring Agreement is hereby amended and restated in its entirety as follows:


 


“Baron
Shares” shall mean all of the shares of RRHI Common Stock held by Baron and his family members immediately prior to Closing
totaling 26,847,423 shares.


 


3.          Inconsistencies.
To the extent of any inconsistency between the Settlement and Restructuring Agreement and this Amendment, the terms and conditions
of this Amendment shall prevail.


 



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4.          No
Other Amendments. All provisions of the Settlement and Restructuring Agreement not expressly amended hereby shall remain in
full force and effect, and are ratified and confirmed.


 


5.          Construction.
This Amendment shall be interpreted and construed in accordance with the Settlement and Restructuring Agreement.


 


6.          Counterparts.
This Amendment may be executed in counterparts, each of which shall be deemed an original and all of which, taken together, shall
constitute one and the same instrument. An electronic copy of this Amendment shall have the same force and effect as an original
signed copy.


 


[signature page
follows]


 



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IN WITNESS
WHEREOF, intending to be legally bound hereby, the parties hereto have caused this Amendment to Settlement and Restructuring
Agreement to be duly executed as of the date first above written.


 


	Raptor Resources Holdings Inc.	 
	 	 	 
	By:	/s/ Al Pietrangelo	 
	Name:	Al Pietrangelo	 
	Title:	President and CEO	 
	 	 	 
	Lantis Laser, Inc.	 
	 	 	 
	By:	/s/ Al Pietrangelo	 
	Name:	Al Pietrangelo	 
	Title:	President and CEO	 
	 	 	 
	/s/ Stanley B. Baron	 
	Stanley B. Baron	 
	 	 
	/s/ Craig B.Gimbel	 
	Craig B.Gimbel	 
	 	 
	Pax Oral Imaging Inc.	 
	 	 	 
	By:	/s/ Stanley B. Baron	 
	Name:	Stanley B. Baron	 
	Title:	President	 


 





Signature Page to Amendment No. 1 to Settlement
and Restructuring Agreement