AMENDMENT NO. 4
TO
STOCK PURCHASE AGREEMENT
AMENDMENT No. 4 (this "Amendment"), dated as of January 29, 2002, to Stock
Purchase Agreement (the "Stock Purchase Agreement"), dated as of August 23,
2001, between HEALTHSTAR HOLDINGS, LLC, a New Jersey limited liability company
("Holdings"), and BIONUTRICS, INC., a Nevada corporation ("BNRX" or the
"Corporation"), as amended by Amendment No. 1, dated as of August 23, 2001 (the
"First Amendment"), Amendment No. 2, dated as of October 31, 2001 (the "Second
Amendment"), and Amendment No. 3, dated as of December 28, 2001 (the "Third
Amendment"), by and among Holdings, BNRX and the purchasers of shares of Common
Stock of the Corporation whose names appear on that certain accession agreement
who will agree to be bound by the Stock Purchase Agreement, as amended
(collectively, the "Investors").
BACKGROUND
A. Section 10.9 of the Stock Purchase Agreement provides that Holdings and
BNRX may amend the Stock Purchase Agreement by an agreement in writing signed by
both parties.
B. Further, the parties hereto have agreed to amend certain matters in
connection with the Closing of the Stock Purchase Agreement, which they desire
to formalize and reduce to writing as set forth in this Amendment.
NOW THEREFORE, the parties hereto, intending to be legally bound, hereby
agree as follows:
1. DEFINITIONS. Unless otherwise set forth herein, all capitalized terms
shall have the meaning ascribed to them in the Stock Purchase Agreement and the
First Amendment.
2. MULTIPLE CLOSINGS. Section 1.3 of the Stock Purchase Agreement, as
amended by the First Amendment, Second Amendment and Third Amendment, is hereby
further amended and restated to read in its entirety as follows:
"1.3 Closing. The initial closing of the transactions
contemplated by the Stock Purchase Agreement, as amended, in an
amount of at least the Holdings Shares and the Minimum Purchased
Shares (the "Initial Closing") shall occur on or before March 1,
2002 (the "Initial Closing Date"). Thereafter, one or more
subsequent closings of the transactions contemplated by the Stock
Purchase Agreement, as amended, each of an amount of no less than
one hundred thousand (100,000) Purchased Shares, shall occur on or
before May 1, 2002 (each a "Subsequent Closings"); provided however
that Holdings may extend the Initial Closing Date in its sole
discretion if any of the conditions to Holdings obligation to close
set forth in Article V of the Stock Purchase Agreement, as amended,
are not satisfied in Holding's sole and
absolute discretion. Closings shall occur at Holdings' offices
located at 000 Xxxxxxxxxx Xxxxxx Xxxxx Xxxxx 000, Xxxxxxxxxx, Xxx
Xxxxxx 00000 or such other location as Holdings may advise the
Corporation in writing.
3. ALL OTHER TERMS. all other terms of the Agreement, the First Amendment,
Second Amendment and Third Amendment shall remain in full force and effect.
4. COUNTERPARTS. This Amendment may be executed in any number of
counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument.
HEALTHSTAR HOLDINGS, LLC BIONUTRICS, INC.
By: /s/ Xxxxx Xxxxxxx By: /s/ Xxxxxxx XxXxxxxxx
-------------------------- --------------------------------
Name: Xxxxx Xxxxxxx Name: Xxxxxxx XxXxxxxxx
Title: Vice President Title: Director
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