Exhibit 10.38
MODIFICATION AGREEMENT
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WHEREAS, as of October 26, 2000 and January 10, 2001, Kaire Holdings,
Incorporated, a Delaware corporation (the "Company"), pursuant to Subscription
Agreement dated October 26, 2000 ("Subscription Agreement") issued Convertible
Notes ("Notes") to the Subscribers, and Warrants in connection with the initial
funding (amounts designated on Schedule A hereto); and
WHEREAS, the Company and Subscribers have determined that it is in the
Company's best interests to modify the Subscription Agreement as to the amount
of the funding and the nature and number of warrants issued pursuant to the
Subscription Agreement.
It is now therefore agreed by the Company and Subscribers for good and
valuable consideration, receipt of which is hereby acknowledged, that:
1. Pursuant to the Subscription Agreement, specifically Sections 6,
11.2(e)ii, 11.2(e)iii and 11.4, the cumulative number of warrants (hereinafter
referred to as "Cumulative Warrants") to be issued and registered shall be
10,409,836. Of this amount, 2,500,000 warrants have been previously issued
(hereinafter referred to as "Initial Warrants"). The balance of the warrants to
be issued, upon effectiveness of the Registration Agreement, is 7,909,836
(hereinafter referred to as "Remainder Warrants"). All warrants will have a
cashless feature as specified in section 2.2 "Cashless Exercise" of the Common
Stock Purchase Warrant agreements.
2. The Registration Statement contemplated under Section 10.1 of the
Subscription Agreement, shall affect the registration of the Cumulative
Warrants.
3. The Remainder Warrants shall be issued to: Talbiya B. Investments LTD
("Talbiya") and Libra Finance S.A. ("Libra"). Talbiya shall be issued 5,273,224
Remainder Warrants, and Libra shall be issued 2,636,612 Remainder Warrants.
4. The cumulative financing amount contemplated in the Subscription
Documents is USD 8,000,000.00. The investors put obligations (remaining amounts
to be funded) are as follows:
Investor Put Amount
-------- ----------
THE KESHET FUND L.P. $1,013,440
KESHET, L.P $3,486,650
BALMORE S.A. $2,249,910
5. All terms employed in this Modification Agreement, unless otherwise
defined herein, shall have the same meanings attributed to them in the
Subscription Agreement and Notes.
6. Except as modified herein, the Subscription Documents shall remain in
full force and effect.
7. This Modification Agreement constitutes the binding obligation of the
Company.
[THIS SPACE INTENTIONALLY LEFT BLANK]
Please acknowledge your acceptance of the
foregoing Modification Agreement by signing and
returning a copy to the undersigned whereupon it
shall become a binding agreement between us.
Kaire Holdings, Incorporated
By: ________________________________
Name:
Title:
Dated: ▇▇▇▇▇ ▇, ▇▇▇▇
▇▇▇
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Put Note Purchase Price
(including Section 11.2(e) Put Amount): $1,013,440
ACCEPTED: Dated as of March 6, 2001
THE KESHET FUND L.P. - Subscriber
▇▇▇ ▇▇▇▇ ▇▇/▇▇/ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Fax: ▇▇▇-▇▇▇-▇▇▇▇
By:______________________________
Please acknowledge your acceptance of the foregoing Modification Agreement
by signing and returning a copy to the undersigned whereupon it shall become a
binding agreement between us.
KAIRE HOLDINGS INCORPORATED
A Delaware Corporation
By:____________________________
Dated: ▇▇▇▇▇ ▇, ▇▇▇▇
▇▇▇
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Put Note Purchase Price
(including Section 11.2(e) Put Amount): $3,486,650
ACCEPTED: Dated as of March 6, 2001
KESHET, L.P.- Subscriber
Ragnall House, ▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇ ▇▇▇
▇▇▇ ▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Fax: ▇▇▇-▇▇-▇▇▇▇-▇▇▇▇▇▇
By:______________________________
Please acknowledge your acceptance of the foregoing Modification Agreement
by signing and returning a copy to the undersigned whereupon it shall become a
binding agreement between us.
KAIRE HOLDINGS INCORPORATED
A Delaware Corporation
By:__________________________
Dated: ▇▇▇▇▇ ▇, ▇▇▇▇
▇▇▇
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Put Note Purchase Price
(including Section 11.2(e) Put Amount): $2,249,910
ACCEPTED: Dated as of March 6, 2001
BALMORE S.A. - Subscriber
▇.▇. ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇
Fax: ▇▇▇-▇▇▇-▇▇▇-▇▇▇▇
By:_______________________
