EXHIBIT 10.35
SENETEK PLC
CONSENT TO AMENDMENT OF WARRANTS
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This Consent to Amendment (the "Consent") is entered into as of
January __, 2001 by and among Senetek PLC, a corporation organized
under the laws of England (the "Company"), and the holders of warrants set forth
on Schedule 1 hereto (the "Purchasers"). Capitalized terms used but not
otherwise defined herein shall have the meaning set forth in that certain
Securities Purchase Agreement by and between the Company and the Purchasers
dated April 14, 1999 (the "Purchase Agreement").
RECITALS
WHEREAS, in connection with the closing of the transactions
contemplated by the Purchase Agreement the Company issued to the Purchasers the
Series A Warrants, the Series B Warrants and the Series C Warrants (the
"Warrants");
WHEREAS, the Company and the Purchasers desire to amend the provisions
of the Warrant; and
WHEREAS, pursuant Section 13 of the Warrants, the Warrants may be
amended with the written consent of the Company and the Holders of the Warrants
that are exercisable for a number of Ordinary Shares that represent in the
aggregate at least a majority of the total number of Ordinary Shares for which
all of the Warrants are then exercisable;
NOW, THEREFORE, in consideration of the mutual promises and covenants
hereinafter set forth, the undersigned, constituting the Holders of the Warrants
that are exercisable for a number of Ordinary Shares that represent in the
aggregate at least a majority of the total number of Ordinary Shares for which
all of the Warrants are then exercisable, hereby agree as follows:
1.1 Amendment of Warrants. Upon delivery to the Company by the Holders of
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the Warrants, the Series A Warrants, Series B Warrants and Series C Warrants
shall be amended and restated in their entirety in the forms attached hereto as
Exhibit A, Exhibit B and Exhibit C, respectively.
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1.2 Governing Law. This Agreement shall be governed in all respects by the
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laws of the State of California, without regard to principles of conflicts of
law.
1.3 Counterparts. This Agreement may be executed in counterparts, each of
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which shall be enforceable against the party actually executing the counterpart,
and all of which together shall constitute one instrument.
1.4 Headings. The headings of this Agreement are intended as a convenience
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of reference only and are not to be given any effect in the interpretation
hereof.
IN WITNESS WHEREOF, the parties have executed this Consent as of the
date first above written.
SENETEK PLC
/s/ XXXXX X. XXXXXXX
By:____________________________________
Name: Xxxxx X. Xxxxxxx
Title: President and Chief Executive
Officer
SILVER CREEK INVESTMENTS, LTD.
/s/ XXXXXX X. XXXXXX
By:____________________________________
Name: Xxxxxx X. Xxxxxx
Title: Director
BOMOSEEN INVESTMENTS, LTD.
/s/ XXXXXX X. XXXXXX
By:____________________________________
Name: Xxxxxx X. Xxxxxx
Title: Director
ELSTREE HOLDINGS, LTD.
/s/ XXXXXXXXX XXXX
By:____________________________________
Name: Xxxxxxxxx Xxxx
Title: Director
DANDELION INVESTMENTS, LTD.
/s/ XXXX XXXXXXXXX
By:____________________________________
Name: Xxxx Xxxxxxxxx
Title: Director
SCHEDULE 1
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Number of Number of Number of
Series A Series B Series C
Warrants Warrants Warrants
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Silver Creek Investments, Ltd. 892,241 991,379 355,197
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Bomoseen Investments, Ltd. 892,241 991,379 355,197
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Elstree Holdings, Ltd. 607,759 675,287 241,946
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Dandelion Investments, Ltd. 607,759 675,287 241,946
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EXHIBIT A
FORM OF SERIES A WARRANT
See Exhibit 10.32 filed herewith.
EXHIBIT B
FORM OF SERIES B WARRANT
See Exhibit 10.33 filed herewith.
EXHIBIT C
FORM OF SERIES C WARRANT
See Exhibit 10.34 filed herewith.
