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Exhibit 10.3
Second Amendment Agreement
To
Acquisition Agreement Dated March 26, 2007
This Second Amendment
Agreement is made as of the 16th day of November 2007, to
that certain Acquisition Agreement dated March 26, 2007, as
amended on August 22, 2007 and subject to a Variation
Agreement dated June 14, 2007, by and among (a) the Four
Rivers BioEnergy Company, Inc., a Kentucky corporation
(“4Rivers” or “Company”), (b) Kevin
John Alexander, Philip Charles Barnett, Jack N. Dunigan, Gary
Hudson, Alastair G. Mack, Stephen John Padgett and Gordon
Weightman (together the “Shareholders”) and (c)
Med-Tech Solutions Inc., a Nevada corporation (“Med
Tech”).
WHEREAS, Med Tech, the
Shareholders listed in the preamble above and 4Rivers have
entered into an Acquisition Agreement, dated March 26, 2007
and as previously amended and varied (“Acquisition
Agreement”), pursuant to which it was agreed that Med
Tech would acquire all the issued and outstanding shares of
Four Rivers, not already owned by Med Tech, from the
Shareholders, in exchange for shares of capital stock of Med
Tech, and the other terms more particularly set forth in the
Acquisition Agreement; and
WHEREAS, the parties
hereto have agreed to amend the terms of the Acquisition
Agreement on the terms herein provided.
NOW, THEREFORE, IT IS
AGREED AS FOLLOWS, that,
A. Clause
8.4 of the Acquisition Agreement will be amended hereby, by
the replacement of the lead-in to be as follows: “If
Completion has not occurred prior to November 30, 2007, due to
non-fulfillment of any one or more of the conditions precedent
to Completion set out in Clause 8.1 above or any other
condition to consummation of the Acquisition Agreement
(including in any amendment or variation thereto) and the
Purchaser has not served a notice pursuant to 16.2
then:”
B. The
Acquisition Agreement is hereby generally modified as
follows:
(a) Med
Tech shall have the right to create a class of preferred
stock with two shares for the principal purpose of the
holder(s) thereof electing one or two directors of Med Tech,
and such director(s) to have oversight authority in respect
of the Acquisition Agreement and the implementation of the
business purpose of 4Rivers, such preferred stock to be non
– economic equity securities of the
company. The terms of the preferred stock will be
as set forth in Exhibit A hereto. Med Tech
shall be authorized to file the certificate of designations
with the Secretary of State of Nevada and issue the preferred
stock, as it determines.
(b) In
contemplation of the closing of the acquisition of 4Rivers
and subject to 4Rivers and its shareholders receiving
satisfactory tax advice, 4Rivers will use it reasonable best
efforts to effect a reallocation of share ownership amongst
its shareholders by paying cash bonuses to various of its
shareholders, the net bonus payments, after deduction of tax,
shall be used by the persons to subscribe for numbers of
shares of common stock as is set forth opposite their names
in the following table, such shares to be newly authorized
and approved by the shareholders of 4Rivers, and to be duly
authorized, validly issued, and fully paid and
non-assessable.
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Kevin
John Alexander
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76
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Philip
Charles Barnett
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0
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Jack
N. Dunigan
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109
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Gary
Hudson
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259
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Alastair
G. Mack
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0
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Kevin
Murphy
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8
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Stephen
John Padgett
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209
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Martin
Thorp
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17
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Gordon
Weightman
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128
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Jeffrey
Wilson
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44
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Med
Tech Solutions, Inc.
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150
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(c) Upon
successful conclusion of the mattes contemplated by paragraph
(b) hereof, Schedule 2 “Details of the
Shareholders” shall be amended such that the shares
that may be owned as of the consummation of the Acquisition
Agreement by the Shareholders in 4Rivers and the equivalent
number of Consideration Shares in Med Tech will be as
follows:
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NAME
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Shares
Following Bonus Issue
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Equivalent
Consideration Shares
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Kevin
John Alexander
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174
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4,162,182
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Philip
Charles Barnett
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81
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1,937,568
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Jack
N. Dunigan
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170
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4,066,500
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Gary
Hudson
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475
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11,362,279
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Alastair
G. Mack
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178
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4,257,865
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Kevin
Murphy
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8
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191,365
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Stephen
John Padgett
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247
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5,908,386
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Martin
Thorp
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17
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406,650
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Gordon
Weightman
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306
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7,319,700
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Jeffrey
Wilson
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44
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1,052,506
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TOTAL
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1,700
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40,665,000
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For purposes of clarity in
the Acquisition Agreement, the aggregate number of shares of
Med Tech to be issued in exchange for the outstanding common
stock of 4Rivers will not change as a result of the increase
in the issued and outstanding shares of common stock of
4Rivers.
It is agreed that in
connection with any issuance of additional shares of common
stock of 4Rivers to any of above scheduled persons or any
other persons, that Med Tech will be issued such number of
additional shares of common stock of 4Rivers to maintain its
15% ownership interest therein, the consideration for such
shares to be certain expenses undertaken on behalf of 4Rivers
relating to tax and other advice related to the change in
share allocations and issuance of additional shares of common
stock. It is further agreed that 4Rivers will not
issue additional shares of its equity securities without the
permission of Med Tech, which permission shall not require a
formal amendment to the Acquisition Agreement.
(c) Upon
successful conclusion of the mattes contemplated by paragraph
(b) hereof, the following persons, Kevin Murphy, Martin Thorp
and Jeffrey Wilson, shall be deemed to be, and hereby consent
to being, made parties to the Acquisition Agreement (other
than Clause 11, pursuant to which certain warranties are
made) as Shareholders, and the definition of Shareholders in
this Amendment Agreement and the Acquisition Agreement as
otherwise amended and varied, where applicable will include
such additional persons. Notwithstanding the
foregoing, it is agreed that
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