AMENDMENT TO RETAINER AGREEMENT
Exhibit 10.7
AMENDMENT TO RETAINER AGREEMENT
BY AND BETWEEN PROTEONOMIX, INC. and XXXX XXXXXXX
This Amendment (the “Amendment”) is made as of this 11th day of February, 2009, to a retainer agreement executed on November 29, 2007, by and between National Stem Cell Holding, Inc. (“NSCH”) and Xxxx Xxxxxxx, Esq. (“Pensley”) (the “Retainer Agreement”), in order to reflect and memorialize changes which have been made to the Retainer Agreement.
WHEREAS, since the execution of the Retainer Agreement, NSCH has changed its name to Proteonomix, Inc., and Proteonomix, Inc. is a Delaware corporation with offices at 000 Xxxx Xxxx, Xxxxxxxxxxxx, Xxx Xxxxxx 00000 (the “Company”); and Pensley has an address at 000 Xxxxxxxxxxx Xxxx, Xxxxxxx, Xxxxxxxxxxx 00000 (herein, the Company and Pensley are together referred to as the “Parties”); and
WHEREAS, the Retainer Agreement provides for compensation to Pensley for services rendered and to be rendered to the Company to be paid in the form of shares of the Company’s common stock, par value $.001 (the “Shares”);
NOW, THEREFORE, in consideration of the mutual covenants herein set forth and as set forth in the Retainer Agreement, the Retainer Agreement is hereby amended as follows:
1. Pensley has, as of the date of this Amendment, been issued a total of 480,000 Shares, for consideration as follows:
200,000 Shares for services rendered and to be rendered through the end of the term of the Retainer Agreement;
180,000 Shares for becoming a director of the Company; and
100,000 Shares which will vest upon the filing of an S-1 registration statement.
2. To the extent that the above Share issuances conflict with the terms of the Retainer Agreement, this Amendment shall supersede those terms.
3. The remainder of the terms and conditions of the Retainer Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the Parties have executed this Amendment as of the date first above written.
/s/Xxxx Xxxxxxx
By: /s/Xxxxxxx Xxxxx
Xxxx Xxxxxxx
Xxxxxxx Xxxxx, President
