Exhibit
10.3


 


AMENDMENT
TO SHARE EXCHANGE AGREEMENT


 


THIS
AMENDMENT TO SHARE EXCHANGE AGREEMENT (the “Amendment”) is made effective as of September 15, 2016 by and among VIVOS
BIOTECHNOLOGIES, INC. (formerly, Corrective Biotechnologies, Inc.), a Wyoming corporation with offices located at 605 W. Know
Road, Suite 202, Tempe, Arizona 85284, (“Vivos Biotechnologies”), BIOMODELING SOLUTIONS, INC., an Oregon corporation
with offices located at 17933 NW Evergreen Pkwy., Suite 28, Beaverton, OR 97006 (“BioModeling”), the BioModeling shareholders
who have consented to this Amendment (the “BioModeling Shareholders”), FIRST VIVOS, INC., a Texas corporation with
offices at 514 Country Lane, Coppell, TX 75019 and the Vivos shareholders who have consented to this Amendment (the “Vivos
Shareholders”). Vivos Biotechnologies, BioModeling, the BioModeling Shareholders, Vivos and the Vivos Shareholders may collectively
be referred to as the “Parties”.


 


 BACKGROUND




 


A.
Vivos Biotechnologies, BioModeling, the BioModeling Shareholders, Vivos and the Vivos Shareholders are the parties to that certain
Share Exchange Agreement dated August 10, 2016 (the “Agreement”); and


 


B.
The Parties desire to amend certain parts of the Agreement as set forth below.


 


NOW,
THEREFORE, in consideration of the execution and delivery of the Agreement and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:


 


1.
Section 5.01(A) of the Agreement is hereby deleted in its entirety and replaced with the following:


 


Section
5.01 (A) The Exchange. On the terms and subject to the conditions set forth in this Agreement, on the Closing Date
(as hereinafter defined): (i) the BioModeling Shareholders shall sell, assign, transfer and deliver to Vivos Biotechnologies,
free and clear of all liens, pledges, encumbrances, charges, restrictions or known claims of any kind, nature, or description,
not less than an aggregate of 80% of the shares of BioModeling held by the BioModeling Shareholders as a group; and (ii) the Vivos
Shareholders shall sell, assign, transfer and deliver to Vivos Biotechnologies, free and clear of all liens, pledges, encumbrances,
charges, restrictions or known claims of any kind, nature, or description, not less than an aggregate of 80% of the shares of
Vivos held by the BioModeling Shareholders as a group. The objective of such purchase (the “Exchange”) being the acquisition
by Vivos Biotechnologies of not less than an aggregate of 80% of the issued and outstanding shares of BioModeling and Vivos. In
exchange for the transfer of such common stock by the BioModeling Shareholders and the Vivos Shareholders, Vivos Biotechnologies
shall reserve and shall deliver to the BioModeling Shareholders and the Vivos Shareholders an aggregate of up to 20,000,000 shares
of Vivos Biotechnologies’ common stock in the amounts set forth on Exhibit A to this Agreement (the “Exchange Shares”)
and is hereinafter referred to as the “Exchange Consideration”. At the Closing Date, all share certificates of the
BioModeling Shareholders and the Vivos Shareholders who have agreed to exchange their shares for those of Vivos Biotechnologies
shall be cancelled and thereafter considered null and void and each shall, upon request, be entitled to receive a certificate
or certificates evidencing their ownership of the Exchange Shares. Currently Vivos Biotechnologies intends to maintain an electronic
record of shareholders and not issue paper certificates except upon request of a shareholder.


 


2.
Section 5.02 of the Agreement is hereby deleted in its entirety and replaced with the following:


 


Section
5.02 Closing. The closing (“Closing”) of the transactions contemplated by this Agreement shall occur following
completion of the conditions set forth in Articles VII and VIII, and upon delivery of the Exchange Consideration as described
in Section 5.01 herein. The Closing shall take place at a mutually agreeable time and place and is anticipated to close by no
later than September 30, 2016. The Board of Directors of Vivos Biotechnologies shall be authorized and empowered to accept, at
its sole and exclusive discretion, any late Exchange Consideration that may be presented to it after September 30, 2016.


 


3.
This Amendment shall be deemed part of, but shall take precedence over and supersede any provisions to the contrary contained
in the Agreement. All initial capitalized terms used in this Amendment shall have the same meaning as set forth in the Agreement
unless otherwise provided. Except as specifically modified hereby, all of the provisions of the Agreement which are not in conflict
with the terms of this Amendment shall remain in full force and effect.


 




    	 



     


    

 


SIGNATURE
PAGE FOR ENTITIES


 


IN
WITNESS WHEREOF, the corporate parties hereto have caused this Amendment to be executed by their respective officers, hereunto
duly authorized, as of the date first-above written.


 


	 	VIVOS
    BIOTECHNOLOGIES, INC.
	 	(formerly,
    Corrective Biotechnologies, Inc.)
	 	a
    Wyoming corporation
	 	 	 
	 	By:	 /s/
    Gregg C.E. Johnson 
	 	 	Gregg
    C. E. Johnson, Director & Secretary Treasurer


 


	 	BIOMODELING
    SOLUTIONS, INC.
	 	an
    Oregon corporation
	 	 
	 	By:	 /s/
    Dr. G. Dave Singh 
	 	 	Dr.
    Dave Singh, Chief Executive Officer


 


	 	FIRST
    VIVOS, INC. a Texas corporation
	 	 
	 	By:	 /s/
    R. Kirk Huntsman 
	 	 	R.
    Kirk Huntsman, Chief Executive Officer


 




    	- 2 -



     


    

 


EXHIBIT
A


 


EXCHANGE
SHARES FOR BIOMODELING SHAREHOLDERS


 


	Shareholder Name and Address	 	BioModeling Solutions
 Shares (to be exchanged) 
	 	 	Vivos
 Biotechnologies
 Shares* 
	 	 	% Interest in
 Vivos
 Biotechnologies after Exchange 
	 
	 	 	 	 	 	 	 	 	 	 
	Dr. Dave Singh	 	 	12,000,000	 	 	 	9,657,948	 	 	 	42.92	%
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Dr. Martha Cortes	 	 	25,000	 	 	 	20,121	 	 	 	0.09	%
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Tara McLane Griffin	 	 	25,000	 	 	 	20,121	 	 	 	0.09	%
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Irma Jean Soderbery	 	 	200,000	 	 	 	160,966	 	 	 	0.72	%
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Dennis Klemp and Melodi Klemp	 	 	50,000	 	 	 	40,241	 	 	 	0.18	%
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Charles S. Howard, Trustee of the C.S. Howard Trust u/a/d 11/4/03	 	 	25,000	 	 	 	20,121	 	 	 	0.09	%
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Dr. Edna Santos	 	 	25,000	 	 	 	20,121	 	 	 	0.09	%
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Mary Ann Baysac, DDS, MPH	 	 	25,000	 	 	 	20,121	 	 	 	0.09	%
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Thomas N. Toothacker	 	 	25,000	 	 	 	20,121	 	 	 	0.09	%
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Timothy A. Timmins	 	 	25,000	 	 	 	20,121	 	 	 	0.09	%
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Total	 	 	12,425,000	 	 	 	10,000,000	 	 	 	44.44	%



 


*
Shares to be issued to shareholders of BioModeling who have consented to this Amendment.


 




    	- 3 -



     


    

 


EXCHANGE
SHARES FOR VIVOS SOLUTIONS SHAREHOLDERS


 


	Shareholder Name	 	Vivos Shares
 (to be exchanged) 
	 	 	Vivos
 Biotechnologies
 Shares* 
	 	 	% Interest in
 Vivos
 Biotechnologies after Exchange 
	 
	 	 	 	 	 	 	 	 	 	 
	R. Kirk Huntsman	 	 	2,800	 	 	 	5,600,000	 	 	 	24.89	%
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Joe Womack	 	 	550	 	 	 	1,100,000	 	 	 	4.89	%
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Susan McCullough	 	 	550	 	 	 	1,100,000	 	 	 	4.89	%
	 	 	 	 	 	 	 	 	 	 	 	 	 
	RaeAnn Byrnes	 	 	550	 	 	 	1,100,000	 	 	 	4.89	%
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Todd Huntsman	 	 	550	 	 	 	1,100,000	 	 	 	4.89	%
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Total	 	 	5,000	 	 	 	10,000,000	 	 	 	44.44	%



 


*
Shares to be issued to shareholders of Vivos who have consented to this Amendment.


 




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