Exhibit 10.37
AMENDMENT NO. 1
REORGANIZATION AND STOCK PURCHASE AGREEMENT
This Amendment No. 1 (the "Amendment No. 1") is dated as of April 19, 2008,
and amends that certain Reorganization and Stock Purchase Agreement (the
"Original Agreement") dated March 10, 2008, by and between Histostem Co., Ltd.
("Histostem"), and Stem Cell Therapy International, Inc. ("SCII").
RECITALS:
WHEREAS, Histostem and SCII propose to amend the certain of the terms of
the Original Agreement as set forth below; and
NOW, THEREFORE, in consideration of the promises and the mutual agreements
herein set forth, the parties hereto agree as follows:
1. CONFLICT. In the event there is a conflict between the terms of the
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Original Agreement with this Amendment No. 1, , the terms of this Amendment No.
1 shall control any interpretation. Unless this Amendment No. 1 expressly amends
or supplements the language of the Original Agreement, the Original Agreement
shall remain in full force and effect. Unless otherwise defined in this
Amendment No. 1, terms defined in the Original Agreement shall be similarly
defined herein.
2. AMENDMENT.
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(a) The last recital of the Original Agreement is hereby amended to
read as follows:
"NOW, THEREFORE, The respective Boards of Directors of Histostem and SCII
deem it advisable and in the best interests of their corporations and the
respective shareholders of their corporations that Histostem acquire a 60%
controlling interest in the securities of SCII, and SCII acquire a 90%
controlling interest in the securities of Histostem, in accordance with the
terms and conditions of this Reorganization and Stock Purchase Agreement."
(b) Paragraph 2(b) of the Original Agreement is hereby amended to read
as follows:
"Histostem shall issue and deliver to Xxxxxx Law Group as Escrow
certificates representing 177,875,856 shares of common stock of Histostem (the
"Escrowed Histostem Shares") for delivery to SCII at Closing."
(c) Condition to Closing 3(g) of the Original Agreement is hereby no change
as: Histostem shall have received funding at the date of the actual closing a
minimum of $2,000,000 towards the Initial Round as defined below
(d) Paragraph 5 of the Original Agreement is hereby amended to provide that
the Closing shall occur on or before April 30, 2008 will no longer in effect.
The parties hereto
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intend to close the transactions contemplated by the Original Agreement as
amended by this Amendment No. 1 as promptly as possible after execution of this
Amendment No. 1.
(e) Paragraph 6(d) of the Original Agreement is hereby amended to read
as follows:
"As of the date of this agreement, Histostem has a total of 9,763,984
shares of common stock issued and outstanding (not including the Escrowed
Histostem Shares) and no shares of preferred stock issued and outstanding. No
shares have otherwise been registered under state or federal securities laws.
As of the Closing Date, all of the issued and outstanding shares of common stock
of Histostem are validly issued, fully paid and non-assessable and there is not
and as of the Closing Date, except for up to 10,000,000 shares to be issued
based on the direction of the Board of Directors of Histostem, there will not be
outstanding any warrants, options or other agreements on the part of Histostem
obligating Histostem to issue any additional shares of common or preferred stock
or any of its securities of any kind. Histostem will not issue any shares of
capital stock from the date of this Agreement through the Closing Date, except
for the above mentioned up to 10,000,000 shares. The Common Stock of Histostem
is presently trading on the Freeboard Exchange in Korea."
(f) Paragraph 6(j)(3) of the Original Agreement is hereby amended to
read as follows:
"other than the Histostem Escrowed Shares and up to 10,000,000 additional
shares, issued or sold any Equity Securities or other securities, acquired,
directly or indirectly, by redemption or otherwise, any such Equity Securities,
reclassified, split-up or otherwise changed any such Equity Security, or granted
or entered into any options, warrants, calls or commitments of any kind with
respect thereto;"
(g) Paragraphs 9(d) of the Original Agreement is hereby amended to read as
follows:
"InitialRound. The work for the initial round of financing commenced
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immediately upon the execution of a Memorandum of Understanding executed on
February 27, 2008 with respect to the transactions contemplated by this
Agreement, and shall be paid as soon as the funds are available provided that at
the time of paying the funds the Histostem Financial Statements are complete.
The initial round will be undertaken by SCII and a broker-dealer its selects on
a best efforts basis for a total of up to $10,000,000. Of this amount,
$2,000,000 from the initial round of financing will be used by Histostem for
immediate operating capital, and $1,000,000 shall be used by SCII according to a
budget to be determined solely by the current management of SCII, with the
balance split 60% to Histostem and 40% to SCII."
3. SIGNATURE IN COUNTERPARTS. This Amended Agreement may be executed
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in separate counterparts, none of which need contain the signature of all
parties, each of which shall be deemed to be an original and all of which taken
together constitute one and the same instrument. It is not necessary in making
proof of this Amended Agreement to produce or account for more than the number
of counterparts containing the respective signatures of, or on behalf of, all of
the Parties to this Amended Agreement is sought.
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 1 on the
date first above written.
For and on behalf of: Histostem Co., Ltd
a Korean corporation
By: \s\ Dr. Hoon Han
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Dr. Hoon Han, Md, Phd.
Chief Executive Officer
For and on behalf of: Stem Cell Therapy International, Inc.
a Nevada corporation
By: \s\ Xxxxxx Xxx
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Xxxxxx Xxx
President
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