AMENDMENT No. 1 TO WARRANT NO.: DPFD-1-5
AMENDMENT No. 1 TO WARRANT NO.: DPFD-1-5
THIS
AMENDMENT AGREEMENT (the
“Amendment”) is
entered into as of July 5, 2007, between DEEP
FIELD TECHNOLOGIES, INC., a
corporation organized and existing under the laws of the State of New Jersey
(the “Company”),
and
CORNELL
CAPITAL PARTNERS, L.P. a
Delaware limited partnership (the
“Holder”).
WHEREAS,
the
Company issued to the Holder on February 13, 2007 a certain Warrant No.:
DPFD-1-5 to purchase 25,000,000 shares of the Company’s Common Stock at an
exercise price of $0.10 (the “Warrant”);
and
WHEREAS,
the
parties wish to amend the Warrant as set forth below.
NOW,
THEREFORE,
it is
agreed:
I. Amendments.
| A. |
Section
1(b)(xiv) “Warrant
Exercise Price”:
Section 1(b)(xiv) of the Warrant is hereby deleted in its entirety
and the
following language shall replace said Section
1(b)(xiv):
|
“Section
1(b)(xiv) “Warrant
Exercise Price”
shall
be Seven Cents ($0.07) or as subsequently adjusted as provided in Section 8
hereof.”
II. Miscellaneous.
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A.
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Except
as provided hereinabove, all of the terms and conditions contained
in the
Warrant shall remain unchanged and in full force and
effect.
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B.
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This
Amendment is made pursuant to and in accordance with the terms and
conditions of the Warrant.
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C.
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All
capitalized but not defined terms used herein shall have those meanings
ascribed to them in the Warrant.
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| D. |
All
provisions in the Warrant and any amendments, schedules or exhibits
thereto in conflict with this Amendment shall be and hereby are changed
to
conform to this Amendment.
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[REMAINDER
OF THIS PAGE INTENTIONALLY LEFT BLANK]
IN
WITNESS WHEREOF,
the
parties hereto have caused this Amendment to be executed by the undersigned,
thereunto duly authorized, as of the date first set forth above.
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COMPANY:
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By:
/s/
▇▇▇▇ ▇▇▇▇▇▇▇
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Name:
▇▇▇▇
▇▇▇▇▇▇▇
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Title:
Chief
Financial Officer
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CORNELL
CAPITAL PARTNERS, L.P.
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By:
Yorkville Advisors LLC
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Its:
General Partner
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By:
/s/
▇▇▇▇ ▇▇▇▇▇▇
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Name:
▇▇▇▇
▇▇▇▇▇▇
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Title:
President
& Portfolio Manager
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