FIRST AMENDMENT TO STOCK PURCHASE WARRANT
Exhibit
4.52.1
FIRST
AMENDMENT
TO
THIS
FIRST AMENDMENT TO STOCK PURCHASE WARRANT (this “Amendment”) is made and entered
into as of June 30, 2005, by ▇.▇▇▇▇▇▇▇
CORPORATION,
a
Delaware corporation (“Company”) in favor of [_____________________________],
or its
registered assigns (“Holder”).
R E C I T A L S
A. Whereas,
the Company has previously executed and delivered to Holder that certain
12%
Subordinated Promissory Note dated on or about July 1, 2004 (the “Note”) and, in
connection therewith, issued to Holder a Stock Purchase Warrant of even date
(the “Warrant”);
B. Whereas,
Holder is one of several holders of the 12% Subordinated Promissory Notes
(collectively, the “12% Subordinated Promissory Notes”) and one of several
holders of Stock Purchase Warrants (collectively, the “Warrants”);
C. Whereas,
holders of at least fifty-one percent (51%) in the aggregate principal amount
of
the 12% Subordinated Promissory Notes outstanding may amend, modify and/or
waive
certain requirements and obligations of the Company under the 12% Subordinated
Promissory Notes and the Warrants and bind all holders with respect to such
amendment, modification and waiver; and
D. Whereas,
the Company desires to modify the 12% Subordinated Promissory Notes and the
Warrants and Holder, consents to such modification as set forth
herein.
NOW,
THEREFORE, for a valuable consideration, the receipt and adequacy of which
is
hereby acknowledged, the parties hereto agree as follows:
5. Purchase
Price.
The
“Purchase Price” referenced in Section 3 of the Warrant is hereby reduced from
twenty-five cents ($0.25) to nineteen cents ($0.19).
6. Conditions
to Amendment.
As a
condition to the obligation of the Company to execute and deliver this
Amendment, Holder concurrently herewith shall enter into Amendment No. 1
to 12%
Subordinated Promissory Note entered into as of July 1, 2004 (the “Note”)
extending the maturity date thereof from July 1, 2005 to December 31,
2005.
7. Effective
Amendment.
Except
as expressly modified, altered or supplemented herein, all of the provisions
of
the Warrant remain in full force and effect; provided,
however,
that in
the event of any conflict between the provisions of the Warrant and the
provisions of this Amendment, the provisions of this Amendment shall
control.
8. Counterparts.
This
Amendment may be executed in two or more counterparts each of which shall
be
deemed an original but all of which taken together shall constitute but one
and
the same Amendment.
IN
WITNESS WHEREOF, the parties hereto have duly executed this First Amendment
to
Stock Purchase Warrant as of the date first above written.
[SIGNATURE
PAGE FOLLOWS]
SIGNATURE
PAGE
TO
FIRST
AMENDMENT
TO
| “COMPANY” | “HOLDER” | |||
| ▇.▇▇▇▇▇▇▇
CORPORATION ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ |
Name | |||
| By: | By: | |||
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▇▇▇▇
▇▇▇▇▇▇▇▇▇
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President
and CEO
|
Title: | ||
| Address: | ||||