FIRST AMENDMENT
TO COMMON STOCK PURCHASE WARRANTS B, C AND D
This First Amendment to Common Stock Purchase Warrant B, C and D (the
"Amendment") is made and entered into as of March 30, 2007, by and among Swiss
Medica, Inc., a Delaware corporation (the "Company") and the Holders of the
Common Stock Purchase Warrant that have entered into the Subscription Agreements
by and between the Company and each Holder dated as of May 9, 2007
(collectively, the "Holders"), with reference to the following facts:
A. The parties hereto have heretofore entered into certain Common Stock
Purchase Warrants by and among the Company and the Holders, dated as of March
31, 2004 (the "Warrants") set forth on Schedule A.
B. All capitalized terms used in this Amendment which are not defined
herein shall have the same meanings as set forth in the Warrants.
C. The Holders shall be purchasing up to $2.0 million in Promissory Notes
issued by the Company pursuant to a Subscription Agreement dated as of May 9,
2007. The issuance of the Notes is conditioned upon the execution of this
Amendment.
D. Section 16 of each Warrant permits the Warrants to be changed, waived,
discharged or terminated only by an instrument in writing signed by the party
against which enforcement of such change, waiver, discharge or termination is
sought.
E. This Amendment shall amend the expiration date to March 31, 2010 and
reduce the exercise price to $0.02 per share. Therefore the Company is the only
signatory to the Agreement.
F. The Company agrees to issue additional shares of common stock to those
Holders set forth in Schedule B who are purchasing the Notes under the
Subscription Agreement and have exercised their B, C or D Warrants but have not
sold them in the open market or to a bona fide third party such that the
effective exercise price of such warrant was $0.02 per share.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein, the parties hereto agree as follows:
1. Expiration Date. The "Expiration Date" of the Warrant shall be changed
from March 31, 2007 to March 31, 2010.
2. Exercise Price. The last clause of the first sentence of the Warrant
shall be changed to "at a per share purchase price of $0.02."
3. No Further Modification. Except as provided herein, the Warrants shall
remain in full force and effect without modification.
4. Counterparts. 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 Amendment.
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment to the
Common Stock Purchase Warrant B, C and D as of the day and year first written
above.
COMPANY:
Swiss Medica, Inc., a Delaware corporation
By:
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Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Chief Executive Officer
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SCHEDULE A
LIST OF OUTSTANDING B, C AND D WARRANTS
