AMENDMENT NO. 1 TO COMMON STOCK PURCHASE AGREEMENT
EXHIBIT K(3)
THIS AMENDMENT NO. 1 TO COMMON STOCK PURCHASE AGREEMENT (the “Amendment”) is made and
entered into as of March 30, 2010, among Age Reversal, Inc., a Maryland corporation (the
“Company”), Age Reversal Management, LLC, a California limited liability company (the
“Adviser”) and Xxxxxx, LLC (the “Purchaser”). Undefined capitalized terms
used in this Agreement are defined in the Purchase Agreement (as defined below).
WHEREAS, the Company, the Advisory and the Purchaser (collectively, the “Parties”)
entered into that certain Common Stock Purchase Agreement dated as of March 5, 2010 (the
“Purchase Agreement”); and
WHEREAS, the Parties desire to amend the Purchase Agreement, in the manner set forth herein,
to provide that the Company will return any unexpended funds to the Investors if the Company aborts
its anticipated initial public offering of securities as contemplated in Section 4.4 of the
Agreement;
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows:
AMENDMENT
1. Amendment of Section 4.8. Section 4.8 of the Purchase Agreement is hereby deleted
in its entirety and replaced with the following:
“4.8 Use of Proceeds. The Company intends to use the net proceeds from the
sale of the Common Shares hereunder to (i) enter into letters of intent with
potential portfolio companies, (ii) pay management and incentive fees to the Adviser
as the Company’s investment adviser for investment advisory services, (iii) pay
administrative expenses incurred on behalf of the Company by the Adviser, (iv) pay
marketing and investor relations expenses and other operating expenses of the
Company, including without limitation, all legal fees and costs incurred by the
Company relating to, or arising from, this Agreement and/or the transactions
contemplated by this Agreement and the letters of intent with potential portfolio
companies. Pending such uses, the Company will invest the net proceeds primarily in
cash, cash equivalents, U.S. government securities and other high-quality
investments that mature in one year or less from the date of investment. The Company
will not use the net proceeds from the sale of the Common Shares for the
satisfaction of any portion of the Company’s debt (other than payment of trade
payables and accrued expenses in the ordinary course of the Company’s business and
consistent with prior practices), or to redeem any Common Stock. If the Company
aborts the anticipated initial public offering of its securities as contemplated by
Section 4.4 of this Agreement, the net proceeds
from the sale of Common Shares hereunder that have not been used or reserved for use
by the Company to pay Company expenses or anticipated obligations, including those
items set forth in clauses (i) through (iv) of this Section 4.8, shall be returned
to the Investors.”
2. Reaffirmation. All provisions of the Purchase Agreement, except as modified by
this Amendment, shall remain in full force and effect and are reaffirmed. Other than as stated in
this Amendment, this Amendment shall not operate as a waiver of any condition or obligation imposed
on the parties under the Purchase Agreement.
3. Governing Law and Severability. All questions concerning the construction,
validity, enforcement and interpretation of this Amendment shall be governed by and construed and
enforced in accordance with the internal laws of the State of California, without regard to the
principles of conflicts of law thereof. If a court or other tribunal of competent jurisdiction
holds any provision of this Amendment to be unenforceable, the remaining portions of this Amendment
shall remain in full force and effect.
4. Entire Agreement. This Amendment, together with the Purchase Agreement,
constitutes the entire agreement among the Parties pertaining to the subject matter of this
Amendment, and any and all other written or oral agreements existing among the Parties before the
date of this Amendment with respect to the subject matter of this Amendment are expressly canceled.
5. Counterparts; Facsimile Signatures; Successors and Assigns. 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 agreement. If any signature is delivered by facsimile
transmission, such signature shall create a valid and binding obligation of the party executing (or
on whose behalf such signature is executed) with the same force and effect as if such facsimile
signature page were an original thereof. This Amendment shall be binding upon and shall inure to
the benefit of the parties hereto and their respective successors and permitted assigns.
6. Construction. The headings herein are for convenience only, do not constitute
a part of this Amendment and shall not be deemed to limit or affect any of the provisions
hereof. The language used in this Amendment will be deemed to be the language chosen by the
Parties to express their mutual intent, and no rules of strict construction will be applied against
any party. This Agreement shall be construed as if drafted jointly by the parties, and no
presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the
authorship of any provisions of this Amendment.
7. Notices. Any and all notices or other communications or deliveries required or
permitted to be provided hereunder shall be in writing and shall be deemed given and effective upon
actual receipt by the party to whom such notice is required to be given. The address for such
notices and communications shall be as set forth in (or pursuant to) the Purchase Agreement.
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IN WITNESS WHEREOF, the foregoing Amendment has been duly executed by the undersigned as of
the date and year first above written.
| COMPANY: | ||||||
| AGE REVERSAL, INC. | ||||||
| By: | /s/ Xxxxx Xxxxxx | |||||
| Name: Xxxxx Xxxxxx | ||||||
| Title: President | ||||||
| ADVISER: | ||||||
| AGE REVERSAL MANAGEMENT, LLC | ||||||
| By: | /s/ Xxxxx Xxxxxx | |||||
| Name: Xxxxx Xxxxxx | ||||||
| Title: Authorized Representative | ||||||
| PURCHASER: | ||||||
| XXXXXX, LLC | ||||||
| By: | /s/ W. Xxxxx Xxxxxxxxxx | |||||
| Name: W. Xxxxx Xxxxxxxxxx | ||||||
| Title: Authorized Representative | ||||||
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