EXHIBIT 10.1
AMENDMENT TO DISTRIBUTION AGREEMENT
-----------------------------------
THIS AMENDMENT AGREEMENT is made effective as of this 20th day of November,
2008 by and between Living Data Technology Corporation, a New York corporation
(hereinafter "Living Data"), having its principal place of business at 00-00
00xx Xxxxxx, Xxxx Xxxxxx Xxxx, Xxx Xxxx 00000, and Vasomedical, Inc., a Delaware
corporation (hereinafter "Vasomedical"), having its principal place of business
at 000 Xxxxxx Xxxxxx, Xxxxxxxx, XX 00000.
WHEREAS, Living Data and Vasomedical are parties to a Distribution
Agreement dated as of June 21, 2007, a copy of which is annexed hereto as
Exhibit A (the "Distribution Agreement"); and
WHEREAS, the parties desire to amend the Distribution Agreement to expand
the territory covered thereby to provide for exclusive distribution rights
worldwide.
NOW, THEREFORE, in consideration of the mutual covenants, agreements,
representations and warranties contained herein, the parties hereto agree as
follows:
1. Section "1 (xiii)" of the Distribution Agreement is hereby amended to
read as follows:
"1 (xiii) `Territory' shall mean worldwide."
2. Section "2-A" is hereby added to the Distribution Agreement to be and
read as follows:
"2-A. Issuance of Additional Vasomedical Shares. In consideration for
Living Data expanding the Territory of the Distribution Agreement, Vasomedical
shall issue to Living Data 3,000,000 shares of the Common Stock (the "Additional
Shares"). The Additional Shares shall be issued as soon as reasonably possible
after execution hereof. Sections 2.3, 2.4 and 2.5 of the Distribution Agreement
shall be applicable to the Additional Shares with the same effect as if they
were Living Data Shares."
3. Section "3.1 -Distribution" of the Distribution Agreement is hereby
deleted in its entirety.
4. Section "3.2(a)" of the Distribution Agreement is hereby amended to read
as follows:
"3.2 (a) Living Data shall not directly or indirectly sell or
distribute products to customers in the Territory, but may fulfill its
outstanding purchase orders in the Territory as of the date hereof. Subject
to Vasomedical's full, faithful and prompt performance of Vasomedical's
duties and obligations hereunder, the rights regarding distribution of
Products by Vasomedical to customers granted hereby shall be exclusive in
the Territory during the Term."
and Section 3.2(b) is hereby deleted in its entirety.
5. Paragraph "4.2 (d)" shall be added to the Distribution Agreement to read
as follows:
4.2(d) Vasomedical shall not be required to comply with any laws,
ordinances, rules and regulations, including manufacturing licenses, in the
Territory if, in the reasonable judgment of Vasomedical, such compliance
would require an undue financial burden; provided, however, that the
foregoing limitation on compliance shall not be applicable to Vasomedical's
operations in the United States, Puerto Rico and all other territories and
possessions administered by the United States."
6. Paragraph 5.2 is hereby amended by changing the word "non-exclusive"
appearing therein to "exclusive".
7. Exhibit A of the Distribution Agreement is hereby deleted in its
entirety.
8. Except for financial and statistical information and representations
made as of June 21, 2007, which have not been updated, the aforesaid
Distribution Agreement in all other respects is hereby ratified and confirmed.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first above written.
LIVING DATA TECHNOLOGY CORPORATION
By: /s/ Xxxxx X. Xxxxxxx
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Name: Xxxxx X. Xxxxxxx
Title: President
VASOMEDICAL, INC.
By: /s/ Xxxx X. X. Xxx
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Name: Xxxx X. X. Xxx
Title: Vice Chairman
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