SECOND AMENDMENT
TO
LIMITED LIABILITY COMPANY
PURCHASE AGREEMENT
This second
amendment (the “Second Amendment Agreement”) dated July
9 th 2009 to the Limited Liability
Company Purchase Agreement (the “Purchase Agreement”)
dated May 30, 2009 as amended by first amendment dated June 30,
2009, by and between Narayan Torke (“Seller”), Hart Lab
LLC (the “Company”) and Adeona
Pharmaceuticals, Inc., (“Purchaser”). Purchaser, the
Company and Seller may collectively be referred to as the
“Parties.”
WHEREAS, on June 30, 2009 the parties entered into a
first amendment to the Purchase Agreement dated May 30, 2009 to
extend the closing date until July 10, 2009.
WHEREAS, the Parties desire to enter into this Second
Amendment Agreement to amend certain provisions of the Purchase
Agreement.
NOW,
THEREFORE, in
consideration for the promises set forth in this Agreement, the
Parties agree as follows:
Sections 1, 2,
3, 4 and 9 of the Purchase Agreement are amended in their entirety
to read as follows;
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1.
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PURCHASE AND
SALE: Subject
to the terms and conditions set forth in this Agreement, Purchaser
hereby agrees to purchase from Seller, and Seller hereby agree to
sell, transfer and convey to the Purchaser all of the interests of
the Company, representing all of the issued and outstanding
membership interests of the Company (the
“Interests”). The transaction shall also
include the sale and transfer of the operating assets of the
Company listed on Exhibit A. At closing (“Closing”)
Purchaser shall transfer by wire $266,000.00 to an IOLTA bank
account of Seller’s attorney pursuant to an Escrow Agreement
under which a portion of such funds in the amount of $187,141.30
shall be paid to Seller as described herein this Agreement and the
remainder of such funds in the amount of $78,858.70 shall either be
released back to Purchaser upon (a) (i) evidence to the
Seller’s attorney of the release of the personal guarantee of
Seller under the Olympus and Baytree clinical equipment leases (the
“Equipment Leases”), or (ii) evidence to Seller’s
lawyer of payoff by Purchaser of the Equipment leases, or (b)
released to Seller after 60 days in the event Seller is unable
obtain the release of the personal guarantee of Seller or payoff
the Equipment Leases within such 60 day period whereupon Seller
shall become primarily obligated to pay the remaining $78,858.70 in
lease expenses for the Olympus and Baytree clinical Equipment
Leases over the remaining term of such leases with the Buyer to pay
in full all other leases. Purchaser shall have the right to make
employment offers to any or all of the Company’s existing
employees after Closing. Purchaser shall become personally liable
after Closing for the performance of all existing contracts that do
not have change in control provisions, and for those that do, the
Parties shall attempt to seek to negotiate such change in control
authorization to continue such agreements in effect after
Closing. The Purchaser shall assume the existing real
estate lease (the Real Estate Lease”) and seek and obtain the
landlord’s consent to the change in ownership and use its
best efforts to obtain a full release of Seller within 90 days of
closing, or Purchaser shall indemnify Seller for all costs under
the Real Estate Lease. The Parties shall cooperate in
good faith in the transfer of the CMS license and Illinois Dept. of
Public Health license, including a power of attorney in favor of
the Company following ownership transfer to the Purchaser until
such licenses are transferred by CMS and Illinois. A
copy of the power of attorney(s) are attached as Exhibit
B.
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2.
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PURCHASE
PRICE: The
purchase price for all of the shares of Interests shall be Two
Hundred and One Thousand One Hundred and Forty One dollars and
Thirty cents ($201,141.30) in cash (the “Purchase
Price”) with Fourteen Thousand dollars ($14,000) to be paid
in cash to the Seller as a nonrefundable earnest payment creditable
against the Purchase Price contemporaneous with the execution of
this Agreement and the remainder of the Purchase Price of One
Hundred Eighty Seven Thousand One Hundred Forty One dollars and
Thirty cents
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