AMENDMENT TO CAPITAL CONTRIBUTION AGREEMENT
EXHIBIT
10.25
AMENDMENT
TO
THIS
AMENDMENT TO CAPITAL CONTRIBUTION AGREEMENT (the
“Agreement”)
is
made and entered into as of January 12, 2006 by
and
among IQ
MICRO INC. (formerly
IQ Medical Corp.), a Colorado corporation (“IQMC”),
and
OSMOTEX
USA, INC., a
Florida
corporation (“Osmotex”)
(individually, the “Party”
and
collectively, the “Parties”).
RECITALS
WHEREAS,
the
Parties entered into that certain Capital Contribution Agreement, on June 9,
2005, (the “Original
Agreement");
WHEREAS,
the
Parties and Osmotex AS entered into the
Amended and Restated Technology License Agreement (the “License
Agreement”)
on
January 12, 2006, attached hereto as Exhibit
A;
and
WHEREAS,
the
Parties desire to amend the Original Agreement to reflect IQMC’s payment of a
license fee to Osmotex; and
WHEREAS,
Section
6.3 of the Original Agreement provides that the Original Agreement may only
be
amended by a subsequent writing signed by all Parties; and
WHEREAS,
the
Parties wish to document their agreement regarding these matters in this
Agreement.
NOW,
THEREFORE,
in
consideration of the mutual terms, conditions and other agreements set forth
herein, and for other valuable consideration, the receipt and adequacy of which
are hereby conclusively acknowledged, the Parties hereto, intending to be
legally bound, hereby agree as follows:
1. Recitals.
The
foregoing recitals are true and correct. Each of the foregoing recitals to
this
Agreement are hereby incorporated into and made a part of this
Agreement.
2. Definitions.
Unless
indicated otherwise, each capitalized term used in this Agreement shall have
the
same meaning as set forth in the Original Agreement.
3. Amendment
of Article 1 of the Agreement.
3.1 The
heading of Article I of the Agreement is hereby deleted in its entirety and
replaced with the following:
“CAPITAL
CONTRIBUTION; ISSUANCE OF SHARES; LICENSE FEE”
1
3.2 Section
1.1 of Article I is hereby deleted in its entirety and replaced with the
following:
“(a) CAPITAL
CONTRIBUTION AND ISSUANCE OF SHARES.
Upon the terms and subject to the conditions set forth in this Agreement and
in
connection with the License Agreement, Osmotex contributed the Technology and
Intellectual Property Rights (as defined in the License Agreement) (the “Capital
Contribution”) to IQMC as a contribution to the capital of IQMC. IQMC accepted
this Capital Contribution. In exchange for this Capital Contribution, IQMC
issued 42,670,000 shares of its $0.0001 par value per share common stock (the
“Shares”) to Osmotex.
(b) LICENSE
FEE.
IQMC made payment of a license fee in the amount of $300,000 (the “License Fee”)
of which Osmotex hereby acknowledges receipt and further acknowledges that
IQMC
did pay the License Fee in full.”
4. Amendment
to Section 2.3(c) of Article 2 of the Agreement.
Section
2.3(c) of Article 2 is hereby deleted in its entirety and replaced with the
following:
“Schedule
2.3(c)
contains a true and complete list of all of the shareholders of record on
December 29, 2005 of IQMC Capital Stock along with the amounts owned by each
such party.”
5. Amendment
to Section 2.4 of Article 2 of the Agreement.
Section
2.4 of Article 2 is hereby deleted in its entirety and replaced with the
following:
“INVESTMENTS;
SUBSIDIARIES.
Except as set forth in Schedule
2.4,
IQMC currently does not have and has never owned any subsidiary corporation,
partnership or other business entity and has never made any investments in
any
other corporation, partnership or other business entities.”
6. Amendment
to Section 2.10 of Article 2 of the Agreement.
Section
2.10 of Article 2 is hereby deleted in its entirety and replaced with the
following:
“REAL
PROPERTY.
Except as set forth in Schedule
2.10,
IQMC does not currently own or lease any real property and has never owned
or
leased any real property.”
7.Amendment
to Section 2.14 of Article 2 of the Agreement.
Section
2.14 of Article 2 is hereby deleted in its entirety and replaced with the
following:
“MATERIAL
CONTRACTS.
Except as set forth in Schedule
2.14,
IQMC is not a party to any material contract or agreement (oral or
written).”
8. Amendment
of Section 6.6 of Article 6 of the Agreement.
Section
6.6 of Article 6 of the Agreement is hereby deleted in its entirety and replaced
with the following:
2
“NOTICES.
All notices, requests, consents and other communications required or permitted
under this Agreement shall be in writing and shall be (as elected by the Person
giving such notice) hand delivered by messenger or courier service or mailed
by
registered or certified mail (postage prepaid), return receipt requested,
addressed to:
|
IQMC:
|
Attention:
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇
▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
561/514-0118
|
|
OSMOTEX:
|
Osmotex
USA, Inc.
c/o
Osmotex AS
Attention:
▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇▇
▇▇▇
▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇
|
or
to such other address as any Party may designate by notice complying with the
terms of this Section. Each such notice shall be deemed delivered (a) on
the date delivered, if by messenger or courier service; and (b) either upon
the date of receipt or refusal of delivery, if mailed.
[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]
3
IN
WITNESS WHEREOF,
the
Parties hereto have executed this Amendment to Capital Contribution Agreement
as
of the date first above written.
| IQ MICRO INC. | ||
| |
|
|
| By: | /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ | |
|
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ |
||
|
Its:
Chief
Financial Officer,
Secretary and
Treasurer
|
||
| OSMOTEX USA, INC. | ||
| |
|
|
| By: | /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ | |
|
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ |
||
| Its: | ||
4
EXHIBIT
A
AMENDED
AND RESTATED TECHNOLOGY LICENSE AGREEMENT
5
|
SCHEDULE
2.3(c)
CAPITAL
STOCK
|
||||
|
NAME
AND ADDRESS
|
TOTAL
SHARES
|
NAME
AND ADDRESS
|
TOTAL
SHARES
|
|
|
Albany
Consulting, Inc.
▇/▇
▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇
▇▇▇▇▇▇
▇▇▇▇▇▇
Isle
of Man
|
1,500
|
ALEXIS
CAPITAL, INC.
▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇, #▇▇▇
▇▇▇▇▇▇
▇▇▇▇▇, ▇▇ ▇▇▇▇▇
|
1,000
|
|
|
|
||||
|
Avalon
Marketing Ltd.
▇▇▇
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇., #▇▇▇
▇▇▇▇
▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
|
1,750,000
|
▇▇▇▇▇▇
▇. ▇▇▇▇▇
▇▇▇▇
▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇,
▇▇ ▇▇▇▇▇
|
100
|
|
|
▇▇▇▇
▇▇▇▇▇▇▇▇▇
|
250
|
Cede
& Co.
▇.▇.
▇▇▇ ▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇
▇▇▇▇, ▇▇ ▇▇▇▇▇
|
1,198,157
|
|
|
▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇
▇▇▇
▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, #▇▇
▇▇▇
▇▇▇▇, ▇▇ ▇▇▇▇▇
|
125
|
Equity
Investors, Inc.
▇▇▇▇
▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇
▇▇▇▇▇▇▇,
▇▇ ▇▇▇▇▇
|
▇▇▇
|
|
|
▇▇▇▇
▇. ▇▇▇▇▇▇▇▇▇
▇.▇.
▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇,
▇▇ ▇▇▇▇▇
|
100
|
▇▇▇▇▇▇▇
▇▇▇▇▇
▇▇▇▇▇▇
▇▇▇▇▇ & ▇▇▇▇▇▇
▇▇
▇▇▇▇ ▇▇▇▇▇▇
▇▇▇
▇▇▇▇, ▇▇ ▇▇▇▇▇
|
500
|
|
|
Golden
Capital Securities Ltd.
in
Trust/Oxbridge Capital Limited
Suite
168
▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇,
▇.▇.
▇▇▇▇▇▇
▇▇▇ ▇▇▇
|
1,250,000
|
▇▇▇▇▇▇▇
▇▇▇▇▇▇ & ▇▇▇▇▇
▇▇▇▇▇▇,
JTTEN
▇▇▇▇▇
▇▇ ▇▇▇▇
▇▇. ▇▇▇. ▇▇▇▇
▇▇▇▇▇▇▇▇,
▇▇ ▇▇▇▇▇-▇▇▇▇
|
100
|
|
|
Impact
Trading, Inc.
▇▇▇▇
▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇., #▇▇▇
▇▇.
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
|
1,250,000
|
▇▇▇▇▇▇
▇▇▇▇▇▇▇▇
▇▇
▇▇▇▇ ▇▇▇▇▇▇
▇▇.
▇▇▇▇▇▇
▇▇▇▇▇▇
▇▇▇▇▇▇
GOL 3X0
|
1,750,000
|
|
|
▇▇▇▇
▇▇▇▇▇▇
▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇,
▇▇ ▇▇▇▇▇
|
1,000
|
Lamlash
Limited
▇/▇
▇▇▇▇▇▇▇▇ ▇▇▇ Int’l Safety Square
Bay
Street & Bank Lane
PO
Box N-8303
Nassau
BAHAMAS
|
100
|
|
6
|
SCHEDULE
2.3(c)
CAPITAL
STOCK
(continued)
|
||||
|
NAME
AND ADDRESS
|
TOTAL
SHARES
|
NAME
AND ADDRESS
|
TOTAL
SHARES
|
|
|
Millenium
Capital Corporation
▇▇▇
▇▇▇▇▇▇▇▇▇▇ ▇▇▇. ▇▇., #▇▇▇
▇▇▇▇
▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
|
250,000
|
Millport
Limited
Suite
No. 2, ▇▇▇▇▇▇ Place
St.
▇▇▇▇▇▇, Jersey
Channel
Islands JE2 3QL
|
263
|
|
|
Montague
Securities Int’l
Saffrey
Square Ste. 103A
Bay
Street Bank, LA Box N 8303
Nassau
N.P. BAHAMAS
|
3,815
|
Osmotex,
USA, Inc.
▇/▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, P.A.
Broward
Financial Center
▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇., #▇▇▇▇
▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
|
42,670,000
|
|
|
▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇
▇▇
▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
|
750
|
▇▇▇▇▇▇▇▇
▇▇▇▇▇▇
▇▇▇
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
|
500
|
|
|
▇▇▇▇▇
▇▇▇▇▇▇▇▇
▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
|
1,000
|
▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇▇
▇
▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇. ▇▇▇▇
▇▇▇▇▇▇▇
▇▇▇▇▇, ▇▇ ▇▇▇▇▇
|
427
|
|
|
▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇
▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇.
▇▇▇▇▇▇,
▇▇ ▇▇▇▇▇
|
10,438
|
Swiss
Corp. International
▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇.
▇▇▇▇▇▇,
▇▇ ▇▇▇▇▇
|
1,925
|
|
|
▇▇▇▇
▇▇▇▇▇▇▇
▇▇▇
▇▇▇▇▇▇▇ ▇▇.
▇▇▇
▇▇▇▇▇, ▇▇ ▇▇▇▇▇
|
55,000
|
▇▇▇▇▇
▇▇▇▇▇▇-▇▇▇▇▇▇
▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇.
▇▇▇▇, ▇▇ ▇▇▇▇▇
|
250
|
|
|
Teekachand
Tiwari
▇▇▇
▇. ▇▇▇▇▇▇▇▇▇▇ ▇▇. #▇▇
▇▇▇▇▇▇▇▇▇,
▇▇ ▇▇▇▇▇
|
2,000
|
▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇
▇▇▇▇
▇▇▇▇ ▇▇▇▇
▇▇.
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
|
100
|
|
7
SCHEDULE
2.4
INVESTMENTS;
SUBSIDIARIES
On
July
21, 2005, we formed IQ Micro (USA) Inc., a Florida corporation and our
wholly-owned subsidiary.
8
SCHEDULE
2.10
REAL
PROPERTY
Our
executive office is located at ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇. We have verbally agreed to a month-to-month lease for
this single executive office in a shared office suite at a current lease rate
of
$2,500 per month.
9
SCHEDULE
2.14
MATERIAL
CONTRACTS
|
1.
|
Plan
of Merger Enclave Products, Ltd. by and between Enclave Products,
Ltd., a
Colorado corporation, and Enclave Products, Ltd., a Colorado corporation,
dated March 29, 2004.
|
|
|
2.
|
Financing
and Listing Agreement by and among IQ Medical Corp., Osmotex USA,
Inc. and
▇.▇. ▇▇▇▇▇▇ & Associates, Inc., entered into on June 9,
2005.
|
|
|
3.
|
Amendment
to Financing and Listing Agreement by and among IQ Micro Inc., Osmotex
USA, Inc. and ▇.▇. ▇▇▇▇▇▇ & Associates, Inc., entered into on December
29, 2005.
|
|
|
4.
|
Capital
Contribution Agreement by and among IQ Medical Corp. and Osmotex
USA,
Inc., entered into on June 9, 2005.
|
|
|
5.
|
Amended
and Restated Technology License Agreement by and among IQ Micro Inc.,
Osmotex AS and Osmotex USA, Inc. entered into on January 12,
2006
|
|
|
6.
|
Securities
Purchase Agreement by and among IQ Medical Corp. and Cornell Capital
Partners, LP, dated as of August 12, 2005.
|
|
|
7.
|
Secured
Convertible Debenture issued by IQ Medical Corp. to Cornell Capital
Partners, LP, dated August 12, 2005.
|
|
|
8.
|
Warrant
issued by IQ Medical Corp. to Cornell Capital Partners, LP, dated
August
12, 2005.
|
|
|
9.
|
Escrow
Agreement by and among IQ Medical Corp. and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Esq.,
made and
entered into as of August 12, 2005.
|
|
|
10.
|
Security
Agreement by and between IQ Medical Corp. and Cornell Capital Partners,
LP, entered into and made effective on August 12, 2005.
|
|
|
11.
|
Investor
Registration Rights Agreement by and among IQ Medical Corp. and Cornell
Capital Partners, LP, dated as of August 12, 2005.
|
|
|
12.
|
Securities
Purchase Agreement by and among IQ Micro Inc. and Cornell Capital
Partners, LP, dated as of November 30, 2005.
|
|
|
13.
|
Warrant
issued by IQ Micro Inc. to Cornell Capital Partners, LP, dated November
30, 2005.
|
|
|
14.
|
Secured
Convertible Debenture issued by IQ Micro Inc. to Cornell Capital
Partners,
LP, dated November 30, 2005.
|
|
|
15.
|
Amended
and Restated Investor Registration Rights Agreement by and among
IQ Micro
Inc. and Cornell Capital Partners, LP, dated as of November 30,
2005.
|
10
|
SCHEDULE
2.14
MATERIAL
CONTRACTS
(continued)
|
||
|
16.
|
Amended
and Restated Security Agreement by and between IQ Micro Inc. and
Cornell
Capital Partners, LP, entered into and made effective on November
30,
2005.
|
|
|
17.
|
Escrow
Agreement by and among IQ Micro Inc. and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Esq., made
and
entered into as of November 30, 2005.
|
|
|
18.
|
Management
Agreement between I.Q. Medical Corp. and ▇▇▇▇▇▇ ▇▇▇▇▇▇, effective
as of
May 1, 2005.
|
|
|
19.
|
Management
Agreement between I.Q. Micro Inc. and Jochri Consult AS, effective
as of
October 1, 2005.
|
|
|
20.
|
Consulting
Agreement between Hawk Associates, Inc. and IQ Micro, made as of
August 1,
2005 for investor relations and financial media relations
services.
|
|
|
21.
|
Consulting
Agreement between Hawk Associates, Inc. and IQ Micro, made as of
September
1, 2005 for investor relations and financial media relations
services.
|
|
* Anticipated
to be executed on the same date as this Agreement.
11