Supplementary Agreement

A supplementary agreement is an addendum added to an original agreement that provides additional terms or clarification for terms of the original agreement. This ensures that contract terms can be added to or changed without requiring an additional contract to be drawn up. This simplifies and streamlines the agreement process so that contract parties can more quickly get to working together toward a common goal.

The purpose of the supplementary agreement is to ensure both parties are in agreement about a specified hange before it goes into effect. This reduces litigation risk, which further promotes a positive relationship between them.

Common Sections in Supplementary Agreements

Below is a list of common sections included in Supplementary Agreements. These sections are linked to the below sample agreement for you to explore.

Supplementary Agreement Sample

SUPPLEMENTARY AGREEMENT TO THE SHARE PURCHASE AGREEMENT

This SUPPLEMENTARY AGREEMENT is made and entered into this 09 June 2011 (the “ Amendment Date ”) by and between

VALIRX PLC incorporated and registered in England and Wales under company number 3916791 the registered office of which is at 24 Greville Street, London EC1N 8SS (the “ Seller ”); and

S INGAPORE VOLITION PTE. LIMITED incorporated and registered in Singapore under company number 201016543R the registered office of which is at 165 Gangsa Road, Unit 01-70 Singapore 670165 (the " Purchaser ").

Individually referred to as a “Party” or collectively as the “Parties”.

The Parties entered into an agreement for the sale and purchase of shares dated 22 September 2010 (the “SPA ”).

The Seller has filed the Patent Application application outlined in Schedule 1 (the “ Patent Application ”)

The Seller desires to transfer ownership of the Patent Application to the Purchaser and the Purchaser desires to accept the transfer as per the terms of this Agreement

The Parties desire that the consideration for the purchase of the Patent Application be added to the value of the Consideration Shares payable to the Seller under Clause 4.2 of the SPA and that the SPA be otherwise amended as described herein.

IT IS HEREBY AGREED as follows:

Terms defined in this Supplementary Agreement shall have the same meaning as in the SPA.

SALE AND PURCHASE OF PATENT APPLICATION

The Seller agrees to transfer its right, interest and title in the Patent Application to the Buyer with effect from the date of completion of this Supplementary Agreement as described in clause 4 (the “ Supplementary Agreement Completion Date ”) and the Purchaser relying on the representations and warranties set out in this Supplementary Agreement and in the SPA agrees to purchase the Patent Application with effect from the Supplementary Agreement Completion Date.

The Seller warrants with the Purchaser in relation to the Patent Application that:

Seller’s full legal and beneficial interest in the Patent Application will be transferred to the Purchaser on the terms of this Supplementary Agreement free from all claims and adverse rights of any description and together with all rights attached to them at the date of this Supplementary Agreement;

there are no outstanding debts, obligations or liabilities (including accrued debts obligations or liabilities) attached to the Patent Application.

fees hitherto payable in respect of the Patent Application have been paid but further fees may become due and payable by the Purchaser. There is no outstanding third party request for action to be taken by, or on behalf of, the Seller in respect of, or in connection with, the Patent Application

So far as the Seller is aware nothing has been done or omitted to be done by which a person is or will be able to seek cancellation, rectification or other modification of the registration of the Patent Application;

So far as the Seller is aware there is and has been no civil, criminal, arbitration, administrative or other proceeding or dispute in any jurisdiction concerning the Patent Application. So far as the Seller is aware no civil, criminal, arbitration, administrative or other proceeding concerning the Patent Application is pending or threatened. To the best of the Seller' knowledge, information and belief, no fact or circumstance exists which might give rise to a proceeding of that type;

The Seller has not granted nor is obliged to grant a licence, assignment or other right to anyone in respect of the Patent Application;

So far as the Seller is aware there is, no other patent application that may infringe or have identical claims to the Patent Application;

All inventions made by any employees of the Seller and which are used by or for the use of the Seller belong to the Seller and no claim for compensation under section 40 of the Patents Act 1977 or otherwise has been made or is likely to be made against the Seller.

The total consideration payable to the Seller for the Patent Application shall be stock with a value of US$510,000 which shall be payable to the Seller under the terms of clause 4.2 of the SPA which shall be deleted and replaced in its entirety as follows:

“ Stock with a value of US$1,110,000 (the “Consideration Shares”) in the Purchaser or a newly listed entity which, subject to such stock being distributed directly to Chroma (which for the avoidance of doubt shall be 5% of Stock with a value of US$600,000) under the terms of the Deed of Novation dated on or around September 2010, shall:

if the Purchaser is listed or if a newly listed entity is created following the merger or reverse takeover of the Purchaser with this listed entity (which for the avoidance of doubt shall include an AIM, TSXV or US OTC listing, merger or reverse takeover), be distributed to the Seller within 60 days following the listing, merger or reverse takeover of the Purchaser with the price per share used to calculate the number of shares issued to the Seller to be determined by the 30 day average closing middle market price immediately prior to the issue of the shares to the Seller; or

if the Purchaser is not listed by 07 October 2010, be distributed to the Seller with the price per share used to calculate the number of shares issued to the Seller to be equal to the Average Subscription Price at which the Purchaser has raised capital during the period from 22 September 2010 until 07 October 2011; or

be issued to the Seller, by mutual consent in writing, at a price per share to be agreed between the Parties or as a cash payment at any time prior to the Consideration Shares being issued under clause 4.2.1 or clause 4.2.2.

whichever of the above occurs first.”

Clause 5.4.4 of the SPA (and a similar provision in the Side Letter dated 22 September 2010) shall be deemed to have been deleted and substituted in its entirety by the following new Clause 5.4.4:

“5.4.4 be obliged to enter into an agreement to pay to the Seller Euro 120,000 on or before 31 December 2011 in full satisfaction of the debt owed by Belgian Volition to the Seller.”

Except as expressly amended hereby, all terms of the SPA shall remain unchanged and in full force and effect.