AMENDMENT NO. 2 TO AGREEMENT AND PLANOF REORGANIZATION

EX-10.3 4 v320832_ex10-3.htm EXHIBIT 10.3

Exhibit 10.3

 

AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF REORGANIZATION

 

AMENDMENT NO. 2 TO THE AGREEMENT AND PLAN OF REORGANIZATION (this “Amendment”) made effective as of August 13, 2012 by and between AFH Holding and Advisory, LLC (“AFH”), Targeted Medical Pharma, Inc. (“Targeted”), William E. Shell, MD (“Shell”), the Estate of Elizabeth Charavustra (the “Estate”) and Kim Giffoni (“Giffoni”).

 

WITNESSETH:

 

WHEREAS, AFH Acquisition III, Inc. (“AFH III”), AFH, Targeted, TMP Merger Sub, Inc. (“TMP Sub”), AFH Merger Sub, Inc. (“AFH Merger Sub”), Shell, Elizabeth Charavustra and Giffoni entered into an Agreement and Plan of Reorganization, dated as of January 31, 2011, and amended as of October 17, 2011 (hereinafter the “Merger Agreement”);

 

WHEREAS, pursuant to the Merger Agreement, AFH III, TMP Sub and AFH Merger Sub ceased to exist upon the consummation of the Merger.

 

NOW, THEREFORE, the parties hereto agree to amend the Merger Agreement as follows, effective as of the date hereof:

 

1. All capitalized terms used and not defined herein shall have the meanings ascribed thereto in the Merger Agreement.

 

2. Section 3.01 shall be deleted in its entirety.

 

The parties hereby agree that except as specifically provided in and modified by this Amendment, the Merger Agreement is in all other respects hereby ratified and confirmed and references to the Merger Agreement shall be deemed to refer to the Merger Agreement as modified by this Amendment.

 

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IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the day and year first written above.

 

 

  AFH HOLDING AND ADVISORY, LLC
   
   
  By:  /s/ Amir F. Heshmatpour
    Name: Amir F. Heshmatpour
Title: Managing Partner
     
     
  TARGETED MEDICAL PHARMA, INC.
     
     
  By: /s/ William E. Shell
    Name: William E. Shell, MD
Title: Chief Executive Officer
     
     
  /s/ William E. Shell
  William E. Shell, MD
     
     
  The Estate of Elizabeth Charuvastra
     
     
  By: /s/ William E. Shell
    Name: William E. Shell, MD
Title: Executor
     
     
  /s/ Kim Giffoni
  Kim Giffoni