AMENDMENT NO. 4 TO AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER THIS
AMENDMENT NO. 1 TO AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER (this
"Amendment"), dated as of December 31, 2004, is among Genesis Bioventures, Inc.,
a New York corporation ("Parent"); GBI Acquisition Corp., a Delaware corporation
and a wholly owned subsidiary of Parent ("Acquisition Corp."); and Corgenix
Medical Corporation, a Nevada corporation ("Target"), and amends that certain
Amended and Restated Agreement and Plan of Merger dated as of May 21, 2004 among
the parties hereto (the "Original Agreement").
WHEREAS, the parties to the Original Agreement desire to amend the Original
Agreement as set forth herein.
NOW, THEREFORE, in consideration of the mutual promises herein made, and
other good and valuable consideration, receipt of which is hereby acknowledged,
the parties hereto agree as follows:
1. Amendment and Restatement of Section 14.1(e) of the Original Agreement.
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Section 14.1(e) is hereby amended and restated to read as follows:
"(e) by Corgenix (acting through its board of directors) if at any time
prior to January 15, 2005 Corgenix is not satisfied in its sole discretion with
the terms of the Takeout Financing or progress made to complete the Takeout
Financing, which date Genesis agrees to consider in good faith amendment further
if information from potential investors in the Takeout Financing is not
provided, or not provided in detail sufficient for Corgenix to make a fully
informed decision at that time); or"
2. Authorization. This Amendment has been duly executed and delivered by
each party hereto and constitutes a valid and binding obligation of each such
party, enforceable in accordance with its terms.
3. No Other Amendments. Except as expressly amended hereby, the provisions
of the Original Agreement are and shall remain in full force and effect.
4. Counterparts and Effectiveness. This Amendment may be executed in any
number of counterparts and by different parties hereto in separate counterparts,
and delivered by means of facsimile transmission or otherwise, each of which
when so executed and delivered shall be deemed to be an original and all of
which when taken together shall constitute but one and the same agreement. If
any party hereto elects to execute and deliver a counterpart signature page by
means of facsimile transmission, it shall deliver an original of such
counterpart to each of the other parties hereto within ten days of the date
hereof, but in no event will the failure to do so affect in any way the validity
of the facsimile signature or its delivery.
IN WITNESS WHEREOF, the parties have caused this Amendment to be executed
as of the date first written above.
GENESIS BIOVENTURES, INC.
By: /s/ E. Xxxx XxXxxxxxx
Name: E. Xxxx XxXxxxxxx
Its: Chairman and CEO
GBI ACQUISITION CORP.
By: /s/ E. Xxxx XxXxxxxxx
Name: E. Xxxx XxXxxxxxx
Its: Chairman and CEO
CORGENIX MEDICAL CORPORATION
By: /s/ Xxxx X. Xxxxx, MD
Name: Xxxx X. Xxxxx, MD
Its: CEO
