August 18, 1998
ADM TRONICS UNLIMITED, INC.
AA NORTHVALE MEDICAL ASSOCIATES, INC.
000-X Xxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
Re: Asset Purchase Agreement dated as of May 27, 1998 among
Electropharmacology, Inc., ADM Tronics Unlimited, Inc. and
AA Northvale Medical Associates, Inc. (the "Agreement")
Dear Andre:
This letter is to set forth our agreements concerning the amendment
of the Agreement. Terms used in this letter shall have the same meaning ascribed
to them in the Agreement. We have agreed to amend the Agreement as follows:
1. Seller hereby waives the condition to Closing set forth in Section
6.1(e).
2. Purchaser and ADM hereby waive the condition to Closing set forth in
Section 6.2(a) solely to the extent that EPi has not received
confirmation from the filing authorities that 14 of the termination
statements of the UCC liens in connection with the bridge financing
described in Schedule 2.7 of the Agreement delivered to said
authorities for filing on August 12, 1998 have been accepted for
filing: Notwithstanding the foregoing, EPi hereby represents and
warrants that the instruments giving rise to the security interests
have been satisfied and termination statements were properly executed
and delivered to the appropriate authorities for filing on August 12,
1998. Epi agrees to use its best efforts to obtain confirmation as
soon as reasonably practicable after the Closing that said
termination statements have been filed.
3. ADM agrees to file the Registration Statement with the SEC as soon as
possible, and in no event later than September 4, 1998.
4. Seller waives its right to terminate the Agreement pursuant to
Section 8.1(ii) and Purchaser and ADM each waives its right to
terminate the Agreement pursuant to Section 8.2(ii). Seller,
Purchaser and ADM agree that the Seller Legal Opinion and the
Purchaser Legal Opinion shall be in the form of Exhibit A and Exhibit
B, respectively.
5. Subject to satisfaction or waiver of the conditions set forth in
Sections 6.1 and 6.2 of the Agreement (other than those conditions
waived pursuant to this letter) and the right to terminate the
Agreement pursuant to Article 8 of the Agreement (other than those
rights waived pursuant to this letter), the Closing shall take place
on the date designated by Seller upon two (2) days' telephone notice
to ADM.
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6. In Section 6.2(e) of the Agreement, the words "provides Purchaser and
ADM with an opinion of counsel, reasonably acceptable to Purchaser,
that such shareholder approval is not required" shall be replaced
with the words "notifies Purchaser and ADM in writing that such
shareholder approval is not required".
7. In Section 1.6(e) of the Agreement, the words "the Chief Executive
Officer of ADM" shall be replaced with the words "Xxxxx XxXxxx".
8. In Sections 8.1 and 8.2 of the Agreement, the date "September 30,
1998" shall be replaced with the date "December 31, 1998".
9. ADM has duly requested and tendered payment for a good standing
certificate from the Secretary of the State of Delware and will
furnish to Epi said certificate upon receipt.
10. Section 1.10 of the Agreement is amended to replace subsection (a)
with the following: "a) ADM's written instructions to its transfer
agent to issue immediately and no later than August 21, 1998, the
Shares registered as provided in section 1.5(a)(i)."
11. Except as set forth in this letter, the Agreement shall remain in full
force and effect.
If you agree that the forgoing sets forth our amendments to the
Agreement, please so indicate by signing a copy of this letter in
the space provided below and returning it to the undersigned.
Sincerely,
Electropharmacology, Inc.
By: /s/ Xxxx Xxx
---------------------------------
Agreed to and accepted ADM TRONICS UNLIMITED, INC.
By: ____/s/ Xxxxx Xx Xxxx _______
AA NORTHVALE MEDICAL ASSOCIATES, INC.
By: ___/s/ Xxxxx Xx Xxxx ________
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