AMENDMENT TO FINANCING AND LISTING AGREEMENT
EXHIBIT
10.23
AMENDMENT
TO
THIS
AMENDMENT TO FINANCING AND LISTING AGREEMENT (the
“Agreement”)
is
made and entered into as of December 30, 2005 by and among IQ
MICRO INC. (formerly
IQ Medical Corp.), a Colorado corporation (“IQMC”),
OSMOTEX
USA, INC., a
Florida
corporation (“Osmotex”),
and
X.X.
XXXXXX & ASSOCIATES, INC.,
a
Florida corporation (the “Finder”);
collectively, the “Parties.”
RECITALS:
WHEREAS,
the
Parties entered into that certain Financing and Listing Agreement on June 9,
2005 (the “Original
Agreement”);
WHEREAS,
the
Parties desire to amend the Original Agreement to change certain dates as
documented in this Agreement;
WHEREAS,
Section
2.3 of the Original Agreement provides that the Original Agreement may only
be
amended by a subsequent signed writing by all parties; and
WHEREAS,
the
parties to this Agreement wish to document their agreement regarding these
matters in this Agreement.
NOW,
THEREFORE,
in
consideration of the mutual terms, conditions and other agreements set forth
herein, and for other valuable consideration, the receipt and adequacy of which
are hereby conclusively acknowledged, the Parties hereto, intending to be
legally bound, hereby agree as follows:
1. Recitals.
The
foregoing recitals are true and correct. Each of the foregoing recitals to
this
Agreement are hereby incorporated into and made a part of this
Agreement.
2. Definitions.
Unless
indicated otherwise, each capitalized term used in this Agreement shall have
the
same meaning as set forth in the Original Agreement.
3. Amendment
of Section 1.2 of the Agreement.
Any and
all appearances of the date December 31, 2005 in Section 1.2 of the Agreement
are hereby deleted in their entirety and replaced with the
following:
“April
30, 2006”
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4. Amendment
of Section 2.1 of the Agreement.
Any and
all appearances of the date December 31, 2005 in Section 2.1 of the Agreement
are hereby deleted in their entirety and replaced with the
following:
“April
30, 2006”
and
the
appearance of the date January 31, 2006 in Section 2.1 of the Agreement is
hereby deleted in its entirety and replaced with the following:
“May
31, 2006”
5. Amendment
to Section 2.6 of the Agreement.
Section
2.6 of the Agreement is hereby deleted in its entirety and replaced with the
following:
“All
notices, requests, consents and other communications required or permitted
under
this Agreement shall be in writing and shall be (as elected by the Person giving
such notice) hand delivered by messenger or courier service or mailed by
registered or certified mail (postage prepaid), return receipt requested,
addressed to:
|
IQMC:
|
000
Xxxxxxxxxx Xxxxxx, Xxxxx 000
Xxxx
Xxxx Xxxxx, XX 00000
561/514-0118
|
|
OSMOTEX:
|
Osmotex
USA, Inc.
c/o
Osmotex A/S
Attention:
Xxxxx Xxxxxxx
Xxxxxxxxxxxxx 00X 0000
Xxxxxx, Xxxxxx
|
|
THE
FINDER:
|
X.X.
Xxxxxx & Associates
000
Xxxxxxxxxx Xxxxxx, Xxxxx 000
Xxxx
Xxxx Xxxxx, XX 00000
561/514-0194
|
or
to such other address as any party may designate by notice complying with the
terms of this Section. Each such notice shall be deemed delivered (a) on
the date delivered, if by messenger or courier service; and (b) either upon
the date of receipt or refusal of delivery, if mailed.
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[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]
IN
WITNESS WHEREOF,
the
parties hereto have executed this Amendment to Financing and Listing Agreement
as of the date first above written.
| IQ MICRO INC. | ||
| |
|
|
| By: | /s/ Xxxxxx Xxxxxxxxxxxx | |
|
Name: Xxxxxx Xxxxxxxxxxxx |
||
| Its: CEO | ||
| OSMOTEX USA, INC. | ||
| |
|
|
| By: | /s/ Xxxxx Xxxxxxx | |
|
Name: Xxxxx Xxxxxxx |
||
| Its: Director | ||
| X.X. XXXXXX & ASSOCIATES, INC. | ||
| |
|
|
| By: | /s/ Xxxxxxx Xxxxxx | |
|
Name: Xxxxxxx Xxxxxx |
||
| Its: President | ||
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