Exhibit 10.2 Amendment to the Agreement and Plan of Exchange
AMENDMENT NO.1 TO THE AGREEMENT AND PLAN OF EXCHANGE
This AMENDMENT NO.1 TO THE AGREEMENT AND PLAN OF EXCHANGE ("Amendment")
is made and entered into as of March 18, 2002 by and among, GenoMed, Inc., a
Florida corporation ("GMED"), GenoMed, LLC, a Delaware corporation (the
"Company"), and Xxxxx Xxxxxxxxx, the former Shareholder of the Company (the
"Shareholder").
RECITALS
A. GMED, the Company and the Shareholder entered into the Agreement and Plan of
Exchange Agreement dated November 9, 2001 (the "Exchange Agreement"), pursuant
to which, among other things, Shareholder sold his Company stock to GMED.
B. GMED, the Company and the Shareholder desire to amend the Exchange Agreement
as provided herein.
AGREEMENTS
NOW, THEREFORE, in consideration of the premises and the mutual agreements set
forth below, and for other good and valuable consideration, the receipt and
sufficiency of which hereby are acknowledged by each of GMED, the Company and
the Shareholder, the parties hereby agree as follows:
1. Consideration for Transfer of Shares. Section 2 of the Exchange Agreement is
hereby deleted in its entirety and replaced with the following:
"GMED agrees to issue twelve million, five hundred thousand (12,500,000)
shares of GMED common stock to Shareholder and arrange funding of
Company in accordance with Exhibit "c" attached hereto. Upon the terms
and subject to the representations and conditions set forth in this
Agreement, GMED agrees to issues said shares upon finalization of this
Agreement."
2. Conditions and Obligations of Company and Shareholders. Section 8(d) of the
Exchange Agreement is hereby deleted in its entirety and replaced with the
following:
"The Shares of Company's Common Stock, $0.001 par value, which are to be
delivered at Closing to GMED in accordance with the terms hereof shall
have been listed or authorized to be listed."
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3. Conditions and Obligations of GMED.
(a) Section 9(d) of the Exchange Agreement is hereby deleted in its
entirety and replaced with the following:
"The Shares of GMED's Common Stock, $0.01 par value, which are to be
issued to the Shareholders in accordance with the terms hereof shall
have been listed or authorized for listing."
(b) Section 9(f) (iv) of the Exchange Agreement is hereby deleted in its
entirety and replaced with the following:
"The shares of GMED to be delivered to the Shareholders pursuant to
Paragraph 2 hereof, have been duly authorized and upon such delivery
will be validly issued, fully paid, non-assessable and listed or
authorized for listing."
4. Exhibit "B". Exhibit "B" of the Exchange Agreement, including Sections I and
II thereof, is hereby deleted in its entirety.
5. Exhibit "D". Section I of Exhibit "D" of the Exchange Agreement is hereby
deleted in its entirety and Section II is renamed "Section I."
6. Except to the extent specifically set forth in this Amendment, the Exchange
Agreement, as amended by this Amendment, shall continue in full force and effect
in accordance with its terms. In the event of a conflict between the terms of
this Amendment and the Exchange Agreement, the terms of this Amendment shall
prevail.
IN WITNESS WHEREOF, GMED, the Company and the Shareholder have executed
this Amendment No.1 to the Agreement and Plan of Exchange as of the date first
set forth above.
GENOMED, INC.
By: /s/Xxxxx X. Xxxxxxx
Name: Xxxxx X. Xxxxxxx
Title: Chairman of the Board
GENOMED, LLC
By: /s/Xxxxx X. Xxxxxxxxx
Name: Xxxxx X. Xxxxxxxxx
Title: Chief Executive Officer
SHAREHOLDER
By: /s/Xxxxx X. Xxxxxxxxx
Name: Xxxxx X. Xxxxxxxxx
