THIS AMENDMENT TO EMPLOYMENT AGREEMENT
dated as of December 12, 2007 (this Amendment)
is made by and between Osteologix, Inc., a Delaware
corporation (the Company), and Matthew M.
Loar (the Employee).
A. The Company and the Employee previously entered into an Employment Agreement dated as of
September 14, 2007 (the Agreement).
B. The parties each desire to amend the Agreement as set forth herein.
In consideration of the mutual promises, terms, provisions and conditions set forth in this
Amendment, the parties hereby agree as follows:
1. Section 7(b) of the Agreement is hereby amended and restated in its entirety as follows:
(b) Section 409A. Notwithstanding anything to the contrary in this Agreement, if the
Employee is a specified employee within the meaning of Section 409A of the Internal Revenue Code
of 1986, as amended (the Code) and the final regulations and any guidance promulgated thereunder
(Section 409A) at the time of the Employees termination, then any amount of cash severance
payable under Section 4 above which is triggered by a termination of employment under any
circumstances and that otherwise would have been payable within the first six (6) months following
the Employees separation from service (as defined under Section 409A) will become payable in
lump sum on the earlier of (a) the first payroll date that occurs on or after the date six (6)
months and one (1) day following the date of the Employees separation from service, or (b) within
10 business days of the Employees death occurring after the separation from service date. For
these purposes, each severance payment is hereby designated as a separate payment and will not
collectively be treated as a single payment. All remaining cash severance benefits, if any, will
be payable in accordance with the payment schedule applicable to each such payment or benefit
pursuant to the terms of Section 4. The Company and the Employee agree to work together in good
faith to consider amendments to this Agreement and to take such reasonable actions which are
necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition
prior to actual payment to the Employee under Section 409A. Notwithstanding the parties intent
and commitment to work together to effect amendments of this Agreement to ensure its compliance
with the requirements of Code Section 409A, should it be determined that any payment or benefit
provided hereunder is subject to Code Section 409A(a)(1), Employee shall be responsible for any
resulting additional tax or penalties legally applied to him thereunder. Notwithstanding anything
to the contrary contained in either the preceding sentence or in Section 11, to the extent that any
amendment to this Agreement with respect to the payment of any payment or benefit would constitute
under Code Section 409A a delay in a payment, a change in the form of payment or an acceleration of
a payment, then such amendment must be done in a manner that complies with either Code Section
409A(a)(4)(C) or Treas. Reg. §1.409A-3(j), as applicable.
2. Section 11 of the Agreement is hereby amended and restated in its entirety as follows:
11. Entire Agreement; Severability; No Oral Modification. This Agreement, together
with the Offer Letter, any agreements representing any outstanding equity awards from the Company,
the Indemnification Agreement and the Confidentiality Agreement, represent the entire agreement and
understanding between the Company and Employee and supersede and replace any and all prior
agreements and understandings concerning Employees relationship with the Company and his
compensation by the Company. In the event that any provision in this Agreement becomes or is
declared by a court of competent jurisdiction to be illegal, unenforceable or void, this Agreement
shall continue in full force and effect without said provision. Subject to Section 7(b) above,
this Agreement may only be amended in writing signed by Employee and the Company.
3. Except as expressly set forth herein, the Agreement remains in full force and effect.