First Amendment to Facilities and Services Agreement, dated January 1, 2012, between Fjord Ventures, LLC and Adagio Medical, Inc
Exhibit 10.28
FIRST AMENDMENT TO
FACILITIES AND SERVICES AGREEMENT
This First Amendment to Facilities and Services Agreement (the “Amendment”), dated as January 1, 2012, is made and entered into by Fjord Ventures, LLC (“Fjord”) and Adagio Medical, Inc. (“Adagio”).
RECITALS
Fjord and Adagio are parties to that certain Facilities and Services Agreement, dated as of June 1, 2011 (the “Agreement”), which describes services to be provided by Fjord to Adagio and the related terms and conditions related thereto.
NOW, THEREFORE, the parties hereto do hereby agree as follows:
1. Amendment to Exhibit B to Agreement. According to Exhibit B of the Agreement, Adagio agrees to pay Fjord at a rate of $20,000.00 per month for the services described on Exhibit A.
2. No Further Amendment. Except as specifically set forth herein, the Agreement is not being amended or modified and shall remain in full force and effect in accordance with its terms as amended hereby.
3. Miscellaneous. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. This Amendment shall be governed by and construed under the internal laws of the State of California as applies to agreements among California residents entered into and to be performed entirely within California, without reference to principles of conflict of laws or choice of laws.
IN WITNESS WHEREOF, the parties hereto have executed this First Amendment as of the day and year first above written.
ADAGIO MEDICAL, INC. | |||
By: | /s/ Olav Bergheim | ||
Olav Bergheim | |||
Chief Executive Officer | |||
FJORD VENTURES, LLC | |||
By: | /s/ Hugh Neuharth | ||
Hugh Neuharth | |||
Chief Financial Officer |
EXHIBIT B
MONTHLY SERVICE FEE | EFFECTIVE DATE |
$20,000.00* | January 1, 2012 |
* All services included in monthly service fee except for Intellectual Property and Legal Services, which are billed based on hours consumed during the month on a cost recovery basis.