November 29, 2005
BioPad Ltd.
6b Tfutzot Israel st. Korazin Industrial Zone
Givataim Israel
Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, CEO
Re: Share Purchase Agreement between Synova Pre-Natal Healthcare, Inc.
("Synova") and BioPad Ltd. ("BioPad").
Dear ▇▇▇▇▇▇:
Reference is made to both the Distribution Agreement ("Distribution
Agreement") and Share Purchase Agreement (the "Purchase Agreement") as each was
entered into between Synova and BioPad. Collectively, the Distribution Agreement
and the Purchase Agreement shall be referred to herein as the "Agreements".
The purpose of this letter is to set forth the agreement between Synova
and BioPad with respect the execution of the Agreements. As such, the following
represents the agreement between the parties with respect to the Agreements:
(a) Synova License Terms. The requirement in the Distribution
Agreement for the parties hereto to agree to the Synova License Terms (as
defined in the Distribution Agreement) on or before November 29, 2005 shall be
extended to May 1, 2006.
(b) Amendment to Section 5.2.1 of the Purchase Agreement.
Section 5.2.1 of the Purchase Agreement is amended and restated as follows:
"The Purchaser shall have the right either to have the Escrow
Closing (as hereinafter defined) and fill the Escrow Amount from other
sources or to terminate this Agreement."
(c) Amendment to Section 5.2.2 of the Purchase Agreement.
Section 5.2.2 of the Purchase Agreement is amended and restated as follows:
"If the Purchaser shall terminate this Agreement in accordance
with Section 5.2.1, (i) the Company shall have the option, until
January 31, 2007, either to (x) repay the amount of US $500,000
(excluding the US $250,000 paid in accordance with Section 2.1.1), paid
by the Purchaser according to Section 2.1.2, or (y) to issue and allot
to the Purchaser US $750,000 of the Company's ordinary shares based on
a US $10,000,000 pre-money valuation; and (ii) all the Transaction
Agreements shall be terminated."
(d) Omission of Sections 6.2.1, 6.2.3, 6.2.4, 6.2.5, 6.3.1,
6.3.2, 6.3.5 and 6.3.6 of the Purchase Agreement. Sections 6.2.1, 6.2.3, 6.2.4,
6.2.5, 6.3.1, 6.3.2, 6.3.5 and 6.3.6 of the Purchase Agreement shall each state
the following:
"Intentionally Omitted."
(e) Addition of Section 6.5 of the Purchase Agreement. Section
6.5 shall be added to the Purchase Agreement and state the following:
"THE ESCROW CLOSING. The Escrow Closing shall take on or
before January 31, 2006 at the offices of Blank Rome LLP or at such
other time and place as the parties shall agree in writing (the "ESCROW
CLOSING")."
(f) Addition of Section 6.5.1 of the Purchase Agreement.
Section 6.5.1 shall be added to the Purchase Agreement and state the following:
"At the Escrow Closing, the Purchaser and the Company shall
execute the Escrow Agreement in such form that is agreed to by the
Parties hereto, as shall be drafted upon the principals specified in
Section 7 hereof."
(g) Addition of Section 6.5.2 of the Purchase Agreement.
Section 6.5.2 shall be added to the Purchase Agreement and state the following:
"At the Escrow Closing and following the execution of the
Escrow Agreement by the Parties hereto, the Purchaser shall deposit the
amount of US $1,880,000 in the Escrow Account."
(h) Addition of Section 6.5.3 of the Purchase Agreement.
Section 6.5.3 shall be added to the Purchase Agreement and state the following:
"At the Escrow Closing, the Purchaser shall deliver to the
Company a copy of the resolution of the Board of Directors of the
Purchaser approving the signature and execution of the Escrow Agreement
and empowering ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ to sign in the name and on behalf of the
Purchaser on the Escrow Agreement."
(i) Addition of Section 6.5.4 of the Purchase Agreement.
Section 6.5.4 shall be added to the Purchase Agreement and state the following:
"At the Escrow Closing, the Company shall be provided
with an Opinion of Blank Rome LLP, the counsel of the Purchaser, in the
form attached hereto as SCHEDULE 6.2.5."
(j) Addition of Section 6.5.5 of the Purchase Agreement.
Section 6.5.5 shall be added to the Purchase Agreement and state the following:
"At the Escrow Closing, the Company shall deliver to the
Purchaser a copy of resolution of the Board of Directors of the
Company: (i) approving the signature and execution of the Escrow
Agreement and empowering Hanoch Kaftzan to sign in the name and on
behalf of the Company on the Escrow Agreement; (ii) to issue and allot
to the Purchaser 100 ordinary shares of the Company, a respective
portion of the Shares to the amount of US $750,000 that was paid by the
Purchaser; and (iii) to register the said shares in the Company Shares
Register and to report to the Registrar of Companies the allotment to
the Purchaser.
(k) Addition of Section 6.5.6 of the Purchase Agreement.
Section 6.5.6 shall be added to the Purchase Agreement and state the following:
"At the Escrow Closing, the Purchaser shall be provided with
an Opinion of ▇▇▇▇▇▇▇▇▇, Yisraeli, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & Co., the Counsels
of the Company, regarding the abovementioned resolution substantially
in the form of SCHEDULE 3.3.3, with respect to the Escrow Agreement and
the ordinary shares."
(l) Addition of Section 6.5.7 of the Purchase Agreement.
Section 6.5.7 shall be added to the Purchase Agreement and state the following:
"At the Escrow Closing, the Company shall issue to the
Purchaser a Certificate evidencing its ownership of 100 ordinary shares
of the Company."
(m) Addition of Section 6.5.8 of the Purchase Agreement.
Section 6.5.8 shall be added to the Purchase Agreement and state the following:
"All actions as the Escrow Closing as set forth in this
Section 6.5 shall take place simultaneously."
With the exception of those certain amendments to the Agreements that
are set forth herein, each of the Agreements and the Shareholders' Agreement (as
such term is set forth and defined in the Purchase Agreement) shall remain in
full force and effect.
Please sign and date this letter in the spaces provided below to
confirm our mutual understandings and agreements as set forth in this letter and
return a signed copy to the undersigned.
Very truly yours,
SYNOVA PRE-NATAL HEALTHCARE, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: Chairman and CEO
ACKNOWLEDGED AND AGREED TO:
BIOPAD LTD.
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Title: CEO
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