FIRST AMENDMENT TO MASTER AGREEMENT
THIS FIRST AMENDMENT TO THE MASTER AGREEMENT ("Master Agreement") made
as of June __, 1998, among HEALTHTECH DEVELOPMENT, INC., a Texas corporation
("HTD"), GEMINI BIOTECH L.P., a Texas limited partnership ("Gemini"),
ELECTROPHARMACOLOGY, INC., a Delaware corporation ("EPi"), EPI HEALTHTECH INC.,
a Delaware corporation ("EPi Sub"), certain stockholders of EPi, certain
stockholders of HTD and the partners of Gemini (the "Gemini Partners") is made
as of Xxxxxx 0, 0000, xxxxx XXx, XXX Sub, Gemini and the Gemini Partners.
Recitals
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A. EPi, EPi Sub, Gemini, and the Gemini Partners have agreed that it is
in the best interests of the parties hereto that the Gemini Health Technologies
Contribution Agreement be modified to provide that in lieu of Gemini agreeing to
contribute all its assets and liabilities to the Partnership in exchange for
Partnership Units in the Partnership, Krishna and Xxxxxxxxxx Xxxxxxxxx
(collectively, the "Jayaramans") have agreed to contribute all of their
partnership interests in Gemini and 100% of the stock of Gemini Biotech, Inc.
("GBI") to the Partnership in exchange for Partnership Units in the Partnership.
B. EPi, EPi Sub, Gemini and the Gemini Partners have also agreed that
the it is in the best interests of the parties hereto that the Unit Exchange
Agreement entered into among EPI, Gemini and the Partnership be modified so that
the Jayaramans, in lieu of Gemini, shall have certain rights to exchange their
Partnership Units for shares of EPI Common Stock.
C. This First Amendment to the Master Agreement (the "Amendment")
amends certain agreements of EPi, EPi Sub, Gemini and the Gemini Partners
concerning the election of directors ofEPi following the Reorganization
Transactions to provide for the nomination of the two Gemini Nominees by the
Jayaramans in lieu of Gemini.
IT IS HEREBY AGREED:
1. Section 2. Agreements to Vote Regarding Board of Directors of the
Master Agreement is hereby amended in subsection (a) thereof to replace
the phrase "two directors (the "Gemini Nominees") shall be nominated by
Gemini (the "Gemini Representative")" with the phrase "two directors
(the "Gemini Nominees") shall be nominated by Xxxxxxx Xxxxxxxxx and
Xxxxxxxxxx Xxxxxxxxx (the "Gemini Representatives")."
2. In Section 2(f), the word "Gemini" shall be replaced with the words
"Gemini Representatives".
3. Whenever the words "Gemini Representative" appear in the agreement,
they shall be replaced with the words "Gemini Representatives"."
4. Terms used in thisAmendment shall have the same meaning ascribed to
them in the Master Agreement. Other than the specific changes noted
herein, all other terms and conditions of the Master Agreement still
remain in force and effect.
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All IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the
day and year first above written.
ELECTROPHARMACOLOGY, INC. EPI HEALTHTECH INC.
By: /s/ Xxxx Xxx By: /s/ Xxxx Xxx
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Its: President & CEO Its: President & CEO
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GEMINI BIOTECH L.P.
By: /s/ Xxxxxxx Xxxxxxxxx
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Its: General Partner
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GEMINI PARTNERS
/s/ Xxxxxxx Xxxxxxxxx
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Xxxxxxx Xxxxxxxxx (49% Partnership Interest)
/s/ Xxxxxxxxxx Xxxxxxxxx
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Xxxxxxxxxx Xxxxxxxxx (49% Partnership Interest)
Gemini Biotech Inc. (2% Partnership Interest)
By: /s/ Xxxxxxx Xxxxxxxxx
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Its: President & CEO
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