EXHIBIT 2
AMENDMENT NO. 1
TO
SECURITIES PURCHASE AGREEMENT AND PLAN OF REORGANIZATION
THIS AMENDMENT NO. 1 TO SECURITIES PURCHASE AGREEMENT AND PLAN OF
REORGANIZATION ("Amendment") is entered into on December 27, 2001 by and among
TEMPLEMORE ACQUISITION CORP., a Delaware corporation ("Templemore"), and the
stockholders of GREAT NORTHERN HEALTH, INC., a Nevada corporation (the
"Company"), listed on the list of selling stockholders ("List of Selling
Stockholders") attached as Exhibit "A" hereto and who have executed this
Agreement ("Selling Stockholders").
R E C I T A L S
A. Templemore and the Selling Stockholders have previously entered into
a Securities Purchase Agreement and Plan of Reorganization (Agreement") dated
September 21, 2001.
B. The transactions under the Agreement have not been consummated as of
the date of this Amendment.
C. The parties now wish to amend the Agreement by way of this Amendment
and proceed to close the transactions under the Agreement.
A G R E E M E N T
It is agreed as follows:
1. AMENDMENT OF AGREEMENT.
1.1 Recital A of the Agreement shall be deleted in its
entirety and replaced with the following:
"Templemore has authorized capital stock consisting of
20,000,000 shares of common stock ("Common Stock"), $.001 par value, and
10,000,000 shares of preferred stock ("Preferred Stock"), $.001 par value, of
which 3,224,375 shares of Common Stock and no shares of Preferred Stock are
issued and outstanding."
1.2 Recital B of the Agreement shall be deleted in its
entirety and replaced with the following:
"The Selling Shareholders are the sole stockholders of the
Company. The Company has authorized capital stock consisting of 25,000,000
shares of common stock, of which 12,897,500 shares of common stock are issued
and outstanding and owned by he Selling Shareholders (collectively, the "Company
Shares")."
1.3 Recital C of the Agreement shall be deleted in its
entirety and replaced with the following:
"The Selling Stockholders wish to sell, and Templemore wishes
to acquire, all of the Company Shares on the Closing Date (as defined below), in
exchange for Templemore's transfer to the Selling Stockholders of an aggregate
of 12,897,500 shares ("Templemore Shares") of Common Stock, subject to and upon
the terms and conditions hereinafter set forth."
1.4 The last sentence of Section 1.1 of the Agreement shall be
deleted in its entirety and replaced with the following:
"A Selling Stockholder's pro rata share of the Templemore
Shares shall be determined by multiplying the total number of the Templemore
Shares (i.e., 12,897,500 shares of Common Stock) by a fraction, the numerator of
which is the total number of Company Shares owned by the Selling Stockholder at
the Closing and the denominator of which is the total number of Company Shares
issued and outstanding at the Closing."
1.5 Section 1.3 of the Agreement shall be deleted in its
entirety and replaced with the following:
"The closing ("Closing") of the exchange of the Company Shares
and the Templemore Shares shall take place at the offices of the Company, at
Richmond, Canada, at 4:00 p.m., local time, on December 31, 2001, or at such
other time and place as may be agreed to by the Selling Shareholders and
Templemore ("Closing Date")."
1.6 The third sentence of Section 2.2 of the Agreement shall
be deleted in its entirety and replaced with the following:
"There are no warrants, options, subscriptions, calls, or other
similar rights of any kind for the issuance or purchase of any securities of the
Company held by the Selling Stockholder or, to his knowledge, any other person,
other than options ("Company Options") to purchase an aggregate of 875,000
shares of the common stock of the Company."
1.7 The third sentence of Section 3.2 of the Agreement shall
be deleted in its entirety and replaced with the following:
"There are no warrants, options, subscriptions, calls, or any
other similar rights of any kind for the issuance or purchase of any securities
of Templemore other than options to purchase 219,000 shares of Templemore common
stock."
2. MISCELLANEOUS. Except as expressly modified by this Amendment, the
Agreement and all of its provisions shall remain in full force and effect. The
parties agree that the miscellaneous provisions of Section 4 of the Agreement
shall apply to this Amendment and shall be incorporated herein by this
reference.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the
day and year first written above.
"Templemore"
TEMPLEMORE ACQUISITION CORP., a
Delaware corporation
By: /s/ Xxxxxx Xxxxxx
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Xxxxxx Xxxxxx, Chairman & CEO
[Signatures of Selling Stockholders Appear on Exhibit A]
EXHIBIT A
LIST OF SELLING STOCKHOLDERS
Name and Address of Selling Stockholder Signature of Selling Stockholder
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