Exhibit 2.3
AMENDMENT NO. 2 TO SECURITIES EXCHANGE AGREEMENT
Amendment dated as of November 21, 2002 to the Securities Exchange
Agreement dated April 5, 2002 and amended on June 5, 2002 (collectively the
"Agreement"), by and between Fountain Pharmaceuticals, Inc., a Delaware
corporation ("FPHI") and SiriCOMM, Inc., a Missouri corporation ("SiriCOMM") and
the shareholders of SiriCOMM, Inc. (the "Shareholders").
WHEREAS, the Agreement, as amended, terminated on September 30, 2002;
WHEREAS, subsequent to the signing of the Agreement, SiriCOMM has
issued an additional 40 shares of its common stock;
WHEREAS, the parties desire to complete the transaction and therefore
desire to extend the termination date of the Agreement and Fountain is willing
to increase the number of shares to be issued to the Shareholders to accommodate
the additional shareholders.
NOW THEREFORE, in consideration of the agreements set forth in the
Amendment (defined below) and those contained in the Agreement, the parties
agree as follows:
1. Certain Definitions.
(a) Except as otherwise provided in this agreement, all words and terms
defined in the Agreement have the same meanings in this agreement as such
defined words and terms are given in the Agreement.
(b) "Agreement" means the Securities Exchange Agreement dated April 5,
2002, and the Amendment dated June 5, 2002, as supplemented and amended by this
agreement and as from time to time further supplemented and amended.
(c) "Amendment" means this agreement dated as of November 21, 2002.
2. Closing. Section 2 entitled "Closing" is further amended to change the date
of September 30, 2002 to November 30, 2002.
Section 6.8 is further amended to change the date located in the second
line of this paragraph to November 30, 2002.
Section 7.7 is further amended to change the date located in the second
line of this paragraph to November 30, 2002.
3. Issuance and Exchange of Shares. The first recital paragraph on page 1 is
amended to change the number of SiriCOMM shares outstanding from 9,778 to 9,818
and the second recital paragraph on page 1 is amended to change the number of
post-split shares to be issued by FPHI to the Shareholders from 9,623,195 to
9,662,562.
Section 1.2(c) is amended to change the number of post-split shares of
FPHI stock to be exchanged with the Shareholders from 9,623,195 to 9,662,562.
Section 4.2 is amended to change the number of SiriCOMM shares issued
and outstanding from 9,778 to 9,818.
4. Signature Page. The signature page is amended to add Xxxx and Xxxxx Xxxxxx,
Xxxxxxx X. and Xxx X. Xxxxxx and Xxxxxx and Xxxxx XxXxxxxx as additional
shareholders of SiriCOMM.
5. Effect of Original Agreement. Except as supplemented and amended by this
Amendment as such conforming as necessary to reflect the modification herein,
all of the provisions of the Original Agreement shall remain in full force and
effect from and after the effective date of this Amendment.
This Amendment has been fully authorized and approved by all required
corporate actions of both FPHI and SiriComm and does not violate any corporate
charter document of the respective parties.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the
day and year first above written.
FOUNTAIN PHARMACEUTICALS, INC. SIRICOMM, INC.
/s/ Xxxxxxx X. Xxxxxxx /s/ Xxxxx X. Xxxxxxx
------------------------------ ----------------------------
Xxxxxxx X. Xxxxxxx Xxxxx X. Xxxxxxx
President and Sole Director President and Director
On behalf of the Shareholders:
/s/ Xxx Xxxxxx
------------------------------
Xxx Xxxxxx
Additional Shareholders:
/s/ Xxxx Xxxxxx /s/ Xxxxxxx X. Xxxxxx
------------------------------ ----------------------------
Xxxx Xxxxxx Xxxxxxx X. Xxxxxx
/s/ Xxxxxx Xxxxxx /s/ Xxx X. Xxxxxx
------------------------------ ----------------------------
Xxxxx Xxxxxx Xxx X. Xxxxxx
/s/ Xxxxxx XxXxxxxx /s/ Xxxxx XxXxxxxx
------------------------------ ----------------------------
Xxxxxx XxXxxxxx Xxxxx XxXxxxxx
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