EXHIBIT 10.3
AMENDMENT NO. 2 TO INVESTMENT AGREEMENT
AMENDMENT NO. 2 (this "Amendment"), dated as of March 10, 2006, to
the Investment Agreement (the "Investment Agreement"), dated as of February 17,
2006, by and between FluoroPharma, Inc. and QuantRx Biomedical Corporation.
Capitalized terms used but not defined herein shall have the meanings assigned
to such terms in the Investment Agreement.
RECITALS:
WHEREAS, the Company and the Investor have entered into the Investment
Agreement;
WHEREAS, pursuant to and in accordance with Section 9.07 of the
Investment Agreement, the Company and the Investor wish to amend the Investment
Agreement as set forth in this Amendment;
NOW, THEREFORE, in consideration of the rights and obligations
contained herein, and for other good and valuable consideration, the adequacy of
which is hereby acknowledged, the Company and the Investor agree as follows:
Section 1. Amendment to the Agreement. (a) Section 2.01 of the
Investment Agreement is hereby amended by adding at the end of the first
sentence, "in addition, at the Closing the Company shall issue 46,170 shares of
Common Stock at the price of $1.43 per share for a total of $66,023.10."
Section 2. Entire Agreement. This Amendment constitutes the entire
agreement of the Company and the Investor with respect to the subject matter
hereof and supersedes all prior agreements and undertakings, both written and
oral, between the Company and the Investor with respect to the subject matter
hereof. Except as amended by this Amendment, the Investment Agreement shall
continue in full force and effect.
Section 3. Counterparts. This Amendment may be executed and
delivered (including by facsimile transmission) in one or more counterparts, and
by the different Parties in separate counterparts, each of which when executed
shall be deemed to be an original but all of which taken together shall
constitute one and the same agreement.
Section 4. Governing Law. This Amendment shall be governed by,
and construed in accordance with, the laws of the State of New York applicable
to contracts executed in and to be performed in that State (without regard to
conflicts of law provisions thereof).
IN WITNESS WHEREOF, the Company and the Investor have caused this
Amendment to be executed as of the date first written above by their respective
officers thereunto duly authorized.
QUANTRX BIOMEDICAL CORPORATION
By: /s/ Xxxxxx Xxxxxxxxx
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Title:
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FLUOROPHARMA, INC.
By: /s/ Xxxxx Xxxxxxx
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Title:
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