AMENDMENT TO COMMON STOCK PURCHASE AGREEMENT
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THIS AMENDMENT TO COMMON STOCK PURCHASE AGREEMENT ("Amendment"), dated as of September 29, 2005, by and among Infinicom AB ("Seller"), 24Holdings, Inc. (the "Company"), Moyo Partners, LLC ("Moyo"), R&R Biotech Partners LLC ("R&R," R&R and Moyo being collectively referred to as the "Purchasers").
W I T N E S S E T H
WHEREAS, the Seller, the Company and the Purchasers have entered into that certain Common Stock Purchase Agreement (the "Agreement") dated as of May 26, 2005 relating to, among other things, the sale of the Seller's Shares (as defined in the Agreement) of the Company's stock to the Purchasers; and
WHEREAS, pursuant to the Securities and Exchange Act of 1934, the Company is required to file a Form 10Q for the period ending September 30, 2005 (the "10Q"); and
WHEREAS the 10Q must be certified by the Company's Chief Executive Officer ("CEO") and Chief Finaincial Officer ("CFO") pursuant to the Sarbanes-Oxley Act of 2002; and
WHEREAS Urban Von Euler ("Von Euler") and Roger Woodward ("Woodward," Woodward and Von Euler being referred to collectively as the "Officers") serve as the Company's CEO and CFO ; and
WHEREAS, the parties hereto desire to amend the Agreement to secure the employment of Von Euler as the CEO and Woodward as the CFO of the Company until such time as the Company has filed the 10Q and
WHEREAS, the parties desire to amend the Agreement with respect to certain Merger Shares to be issued to the Seller.
NOW THEREFORE, in consideration of the premises and the mutual covenants
contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
1. All capitalized terms herein shall have the meanings defined in the Agreement unless otherwise defined in this Amendment. Except as set forth herein, the Agreement is ratified and confirmed in all respects and all provisions therein shall continue in full force and effect
2. Covenants of Seller
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a. Preparation of 10Q. After the Closing, Infinicom shall cause
Von Euler and Woodward to continue to serve as the Company's
CEO and CFO, respectively, at no cost to the Company, until
such time as the Company has filed the 10Q with the United
States Securities and Exchange Commission (the "SEC"). The
Officers shall cooperate in the preparation of the 10Q, in a
manner to reasonably facilitate its preparation and filing
as soon as practicable following the Closing, and shall
provide the certifications required by Sarbanes-Oxley
consistent with prior filings of the Company's periodic
reports with the SEC. The 10Q shall be approved by the Board
of Directors o ...
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