AMENDMENT TO STOCK PURCHASE AGREEMENT
AMENDMENT
TO
Amendment
dated as of November 30, 2006 (the “Amendment”)
by and
among
eXegenics, Inc., a Delaware corporation (“eXegenics”),
and
the investors listed on Exhibit A hereto (each a “Investor”
and
collectively, the “Investors”)
to
the
Stock Purchase Agreement (the “Purchase
Agreement”)
dated
as of August 14, 2006 by and among eXegenics and the Investors. Capitalized
terms used herein and not otherwise defined herein shall have the meanings
ascribed to them in the Purchase Agreement.
WITNESSETH
WHEREAS,
the parties have entered into the Purchase Agreement pursuant to which, among
other things, eXegenics will issue and sell to the Investors shares of its
common stock, and
WHEREAS,
certain of the Investors have asked eXegenics to consent to the assignment
by
such Investors of their rights and obligations under the Purchase Agreement,
all
as more particularly described below, and
WHEREAS,
the parties hereto desire to amend the definition of “End Date” and, as more
particularly described below.
NOW,
THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
and
intending to be legally bound hereby, the parties hereto hereby agree as
follows:
1.
Assignment
and Substitution.
(a) By
its
execution hereof, Frost Gamma Investments Trust (“Frost Gamma”) does hereby
assign, sell, transfer and convey to The Frost Group, LLC, a Florida limited
liability company (the “Frost Group”), all of its right, title and interest in
and to the Purchase Agreement, subject to all of the terms, conditions,
reservations and limitations set forth therein, and the Frost Group does hereby
accept such assignment and agrees to assume and perform all of the duties and
obligations of Frost Gamma under the Purchase Agreement.
(b) By
its
execution hereof, Xxxxxx Financial Inc. (“Xxxxxx Financial”) does hereby assign,
sell, transfer and convey to Xx. Xxxxx X. Xxxx (“Xxxx”) all of its right, title
and interest in and to the Purchase Agreement, subject to all of the terms,
conditions, reservations and limitations set forth therein, and Wolf does hereby
accept such assignment and agrees to assume and perform all of the duties and
obligations of Xxxxxx Financial under the Purchase Agreement.
(c)
By
its
execution of this Agreement, the Frost Group hereby becomes a party to and
agrees to be bound by the Purchase Agreement, as herein amended, and further
represents and warrants to eXegenics that the representations and warranties
set
out in Section 4.2 of the Purchase Agreement are true and correct in all
respects as applied to the Frost Group and each of its four
members.
Execution
Copy
(d) By
its
execution hereof, eXegenics hereby consents to the assignments described
above.
2. Amendment.
The
parties hereto acknowledge and agree that Section 7.1(b)(i) is hereby amended
by
deleting the date January 31, 2007 and substituting the date March 31, 2007,
which date shall be the “End Date” as such term is defined in Section
7.1(b)(i).
3. Miscellaneous.
(a) The
recitals set forth in the “Whereas” clauses in this Amendment are true and
correct and are hereby incorporated herein by reference and made a part of
the
Purchase Agreement as amended hereby.
(b) This
Amendment may be signed in counterparts, each of which shall be an original,
with the same effect as if the signatures thereto and hereto were upon the
same
instrument. This Amendment shall become effective when each party hereto shall
have received counterparts hereof signed by the other parties hereto.
(c)
The
parties hereto hereby ratify and approve the Purchase Agreement, as amended
hereby, and the parties hereto acknowledge that all of the terms and provisions
of the Purchase Agreement as amended hereby are in full force and effect, and
that all other terms and provisions of the Purchase Agreement shall remain
unchanged and in full force and effect.
[REMAINDER
OF THIS PAGE INTENTIONALLY LEFT BLANK]
2
Execution
Copy
IN
WITNESS WHEREOF, the parties have executed this Amendment as of the date first
above written.
EXEGENICS,
INC.
|
By:
/s/
Xxxx X. Xxxxxxxxx
|
/s/
Xxxxx X. Xxxx
|
|
Xxxx
X. Xxxxxxxxx, President
|
Xxxxx
X. Xxxx
|
|
THE
FROST GROUP, LLC
|
|
|
By:
Frost Gamma Investments Trust, Member
|
/s/
Xxxxxx Xxxxxxxxxx
|
|
By:/s/
Xxxxxxx Xxxxx
|
Xxxxxx
Xxxxxxxxxx
|
|
Xxxxxxx
Xxxxx, M.D., Sole Trustee
|
|
|
By:/s/
Xxxx Xxxxx
|
|
|
Xxxx
Xxxxx, Member
|
/s/
Xxxxxx Xxxxxx
|
|
By:/s/
Xxx Xxxxxxxx
|
Xxxxxx
Sudack
|
|
Xxx
Xxxxxxxx, Member
|
|
|
By:
/s/ Xxxxx Xxxxx
|
|
|
Xxxxxx
Xxxxx, Member
|
New
Valley, LLC
By:
/s/
Xxxxxxx
Xxxxxx
Name:
Xxxxxxx
Xxxxxx
Title:
Manager
RFJM,
LLC
By:
/s/
Xxxxxxx Xxxxxxxxx
Name:
Xxxxxxx Xxxxxxxxx
Title:
Managing Member
MZ
Trading LLC
By:
/s/
Xxxx Xxxxxxxxx
Name:
Xxxx Xxxxxxxxx
Title:
Manager
/s/
Xxxxxx XxXxxx
Xxxxxx
XxXxxx
/s/
Xxxxx XxXxxx
Xxxxx
XxXxxx
Xxxxxx
Financial Inc.
By:
/s/
Xxxxx X. Pettzanitis
Name:
Xxxxx X. Pettzanitis
Title:Chief
Financial Officer
