AMENDMENT TO COMMON STOCK PURCHASE AGREEMENT
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THIS AMENDMENT TO COMMON STOCK PURCHASE AGREEMENT ("Amendment"), dated
as of September 29, 2005, by and among Infinicom AB ("Seller"), 24Holdings, Inc.
(the "Company"), Moyo Partners, LLC ("Moyo"), R&R Biotech Partners LLC ("R&R,"
R&R and Moyo being collectively referred to as the "Purchasers").
W I T N E S S E T H
WHEREAS, the Seller, the Company and the Purchasers have entered into
that certain Common Stock Purchase Agreement (the "Agreement") dated as of May
26, 2005 relating to, among other things, the sale of the Seller's Shares (as
defined in the Agreement) of the Company's stock to the Purchasers; and
WHEREAS, pursuant to the Securities and Exchange Act of 1934, the
Company is required to file a Form 10Q for the period ending September 30, 2005
(the "10Q"); and
WHEREAS the 10Q must be certified by the Company's Chief Executive
Officer ("CEO") and Chief Finaincial Officer ("CFO") pursuant to the
Xxxxxxxx-Xxxxx Act of 2002; and
WHEREAS Urban Xxx Xxxxx ("Xxx Xxxxx") and Xxxxx Xxxxxxxx ("Xxxxxxxx,"
Xxxxxxxx and Xxx Xxxxx being referred to collectively as the "Officers") serve
as the Company's CEO and CFO ; and
WHEREAS, the parties hereto desire to amend the Agreement to secure
the employment of Xxx Xxxxx as the CEO and Xxxxxxxx as the CFO of the Company
until such time as the Company has filed the 10Q and
WHEREAS, the parties desire to amend the Agreement with respect to
certain Merger Shares to be issued to the Seller.
NOW THEREFORE, in consideration of the premises and the mutual
covenants
contained herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:
1. All capitalized terms herein shall have the meanings defined in the
Agreement unless otherwise defined in this Amendment. Except as set forth
herein, the Agreement is ratified and confirmed in all respects and all
provisions therein shall continue in full force and effect
2. Covenants of Seller
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a. Preparation of 10Q. After the Closing, Infinicom shall cause
Xxx Xxxxx and Xxxxxxxx to continue to serve as the Company's
CEO and CFO, respectively, at no cost to the Company, until
such time as the Company has filed the 10Q with the United
States Securities and Exchange Commission (the "SEC"). The
Officers shall cooperate in the preparation of the 10Q, in a
manner to reasonably facilitate its preparation and filing
as soon as practicable following the Closing, and shall
provide the certifications required by Xxxxxxxx-Xxxxx
consistent with prior filings of the Company's periodic
reports with the SEC. The 10Q shall be approved by the Board
of Directors of the Company prior to its filing.
3. Covenants of the Company
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a. Independent Auditors. In connection with the preparation of
the 10Q, the Company covenants and agrees that it will
continue to retain the professional services of Stonefield
Xxxxxxxxx, Inc., the independent certified accountants
currently engaged by the Company. The cost of such
accountants shall be borne by the Company.
b. Indemnification. In addition to any other indemnification to
which the Officers may be entitled, the Company agrees to
indemnify and hold the Officers harmless, and shall
reimburse the Officers for, any loss, liability, claim,
damage, expense (including, but not limited to, the
reasonable cost of investigation and defense and reasonable
attorneys' fees) or diminution of value arising from, or in
connection with, services rendered by the Officers after the
Closing, including, but not limited to, the preparation and
filing of the 10Q, to the fullest extent permitted by law.
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c. Merger Shares. Section 2.1 of the Agreement is hereby
deleted and replaced in its entirety as follows: Subject to
the terms and conditions set forth in this Agreement, Seller
agrees to sell, transfer and assign to the Purchasers and
the Purchasers agree to purchase from the Seller the Shares,
in exchange for an aggregate purchase price (the "Purchase
Price") consisting of (i) $500,000 in cash and (ii) shares
of common stock of the Company which shall represent one
percent (1%) of the issued and outstanding shares of common
stock of the Company on a fully diluted basis (including any
shares issuable pursuant to any warrants, options or
convertible securities) determined as of the earlier to
occur of the following events (the "Trigger Events"): (i) an
equity financing, or series of equity financings, yielding
gross proceeds to the Company of a minimum of $15,000,000 or
(ii) consummation of the Merger with an operating business
as set forth in Section 3.20 (after giving effect to any
shares of common stock being issued in conjunction with such
Merger) (the "Merger Shares"), provided, however, that in
the event that the Trigger Events specified in (i) and (ii)
occur within 60 days of each other, then the number of
Merger Shares shall be determined as of the later of such
Trigger Events. The Company shall issue the Merger Shares to
the Seller upon the date of the Trigger Event.
d. Seller Representations The following section 3.22 is added
to the Agreement:: 3.22 Merger Shares. Seller is purchasing
the Merger Shares for its own account, with the intention of
holding the Merger Shares, with no present intention of
dividing or allowing others to participate in the investment
or of reselling or otherwise participating, directly or
indirectly, in a distribution of the Merger Shares, and
shall not make any sale, transfer, or pledge thereof without
registration under the Securities Act of 1933 and any
applicable securities laws of any state or unless an
exemption from registration is available under those laws.
Seller undersigned understands that no federal or state
agency has made any finding or determination regarding the
fairness of the sale of the Merger Shares for investment, or
any recommendation or endorsement of the sale of the Merger
Shares.
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IN WITNESS WHEREOF, the parties hereto have duly executed this
Amendment to the Agreement as of the day and year first above written.
24HOLDINGS, INC
By: /s/ Xxxxx Xxxxxxxx
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Name: Xxxxx Xxxxxxxx
Title: CFO
INFINICOM AB
By: /s/ Per-Xxxxxx Xxxxxxxxx
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Name: Per-Xxxxxx Xxxxxxxxx
Title: Chairman
MOYO PARTNERS, LLC
By: /s/ Xxxxxx Xxxxx
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Name: Xxxxxx Xxxxx
Title: Managing Member
R&R BIOTECH PARTNERS LLC
By: /s/ Xxxxxx Xxxxx
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Name: Xxxxxx Xxxxx
Title: Chief Financial Officer
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