AMENDMENT NO. 1 TO SELLING AGREEMENT
AMENDMENT
NO. 1 TO SELLING AGREEMENT
THIS
AMENDMENT NO. 1 TO SELLING AGREEMENT (this “Amendment”)
is
dated as of July 11, 2008, by and among Dr. Tattoff, Inc. (formerly Lifesciences
Opportunities Incorporated), a Florida corporation located at 0000 Xxxxxxxx
Xxxxxxxxx, Xxxxx 000, Xxxxxxx Xxxxx, XX 00000 (the “Seller”),
and
Xxxxxx Xxxxx Securities, Inc., a Florida corporation located at 000 X. Xxxxxxx
Xxxxxxx, 0xx Xxxxx, Xxxx Xxxxx, XX 00000 (the “Selling
Agent”).
WHEREAS,
the parties entered into that certain Amended and Restated Selling Agreement,
dated March 31, 2008, by and among the Seller and Selling Agent, a copy of
which
is attached hereto as Exhibit
A
(the
“Agreement”).
WHEREAS,
the Seller and the Selling Agent wish to amend certain provisions of the
Agreement as set forth herein;
NOW,
THEREFORE, for and in consideration of the mutual promises and covenants other
agreements contained in this Amendment, the Seller and the Selling Agent hereby
agree to amend the Agreement as follows:
1. Defined
Terms; Conflicting Documents.
All
capitalized terms used but not defined herein shall have the meaning set forth
in the Agreement. In the event of any conflict between the Agreement and this
Amendment, this Amendment shall prevail and govern.
2. Amendment
to Certain References.
As a
result of the Seller’s recent change in legal corporate name, all references to
“Lifesciences Opportunities Incorporated” throughout the Agreement shall be
deleted in their entirety and replaced with “Dr. Tattoff, Inc.”
3. Amendment
to the Introductory Paragraphs.
The
second paragraph of the Introductory Paragraphs of the Agreement is hereby
deleted in its entirety and replaced with the following paragraph:
The
Seller proposes to offer and sell (the “Offering”), to selected investors, upon
the terms set forth herein and in the Subscription Package dated July 9, 2008
(which collectively, together with the attachments and exhibits thereto, is
referred to as the “Offering Document”), a copy of which has been delivered to
you, up to 6,000 Units ($600,000) (“Maximum Offering Amount”), on a best-efforts
basis. There is no minimum amount required for an initial closing. Each Unit
consists of a convertible debenture in the principal amount of $1,000 (the
“Debentures”) and one thousand (1,000) shares (the “Additional Shares”) of the
Company’s common stock, par value $.0001 (“Common Stock”) (the Units being
offered, including the securities underlying such Units, are sometimes referred
to herein as the “Offered Securities”).”
4. Amendment
to Section 1.2.
The
last sentence of Section 1.2 of the Agreement is hereby deleted in its entirety
and replaced with the following sentence:
“A
closing (the “First Closing”) will occur as soon as possible after the first
subscription has been accepted by the Seller. After the First Closing, one
or
more subsequent closings (the “Additional Closings”) will occur thereafter on
such dates as mutually determined by the Seller and the Selling Agent, but
in no
event later than ten (10) days after the end of the Offering Period. (The First
Closing and any Additional Closing shall each be referred to herein as a
“Closing”).”
5. Amendment
to Section 1.3.
Section
1.3 of the Agreement is hereby deleted in its entirety and replaced with the
following:
“1.3 For
purposes hereof, the Offered Securities shall not be deemed to have been sold
unless (x) subscription agreements, completed and fully executed by subscribers
who are accredited investors have been received covering the Offered Securities,
and (y) all checks, drafts and wire transfers submitted by such subscribers
in
payment of the purchase price of such Offered Securities have been received
by
the Escrow Agent and have cleared so that there are “good funds” in the Escrow
Account at least equal to the aggregate purchase price of the Offered
Securities.”
6. Ratification. Except
as
specifically herein amended and modified, all terms and conditions of the
Agreement remain unchanged and in full force and effect.
7. Incorporation
of Changes. The
parties hereto covenant and agree that the amendments contemplated in this
Amendment shall be deemed to be incorporated by reference into and made a part
of the Agreement.
[Signature
Page Follows]
2
SIGNATURE
PAGE TO AMENDMENT NO. 1 TO SELLING AGREEMENT
Please
acknowledge your acceptance of the foregoing Amendment by signing and returning
a copy to the undersigned whereupon it shall become a binding agreement between
us.
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By:
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/s/
Xxxx Xxxxx
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Name:
Xxxx Xxxxx
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Title:
Chief Executive Officer
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XXXXXX
XXXXX SECURITIES, INC.
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By:
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/s/
Xxxxxx X. Xxxxxx
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Name:
Xxxxxx X. Xxxxxx
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Title:
President
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Exhibit
A
4
