FIRST AMENDMENT TO COMMON STOCK PURCHASE WARRANT
Exhibit 10.67
FIRST
AMENDMENT TO
This
First Amendment to Common Stock Warrant (the “Agreement”)
is
made and entered into as of March 29, 2007 (the “Effective
Date”),
by
and between New
Century Energy Corp.,
a
Colorado corporation (“New
Century”)
and
Energy
Capital Solutions, LP
(“ECS”),
each
individually a “Party”
and
collectively the “Parties.”
W I T N E S S E T H:
WHEREAS,
New
Century previously granted ECS a Common Stock Purchase Warrant to purchase
up to
900,000 shares of New Century’s common stock at an exercise price of $0.80 per
share on or about June 30, 2005 (the “Warrant”),
in
connection with ECS serving as a finder in connection with New Century’s entry
into a Securities Purchase Agreement with Laurus Master Fund, Ltd.
(“Laurus”)
on or
about June 30, 2005;
WHEREAS,
the New
Century originally agreed to register the shares of common stock which the
Warrant was exercisable for (the “Underlying
Shares”)
on the
same registration statement as Laurus’ shares of common stock were registered
(the “Registration
Statement”);
however, due to recent Securities and Exchange Commission (the “Commission”)
interpretations of Rule 415(a)(1), which limited the number of shares New
Century could register, the Underlying Shares were left off of New Century’s
Registration Statement;
WHEREAS,
the
Parties now desire to amend the terms of the Warrant to extend the original
expiration date of the Warrant from June 30, 2008 (the “Expiration
Date”),
to
June 30, 2009.
NOW,
THEREFORE,
in
consideration for the promises and pledges contained below and other good and
valuable consideration, which consideration the Parties acknowledge receipt
of,
and the premises and the mutual covenants, agreements, and considerations herein
contained, the Parties hereto agree as follows:
1.
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Extension
of the Expiration
Date.
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In
consideration for ECS agreeing that the Underlying Shares did not have to be
registered on the Registration Statement, New Century agrees to extend the
Expiration Date of the Warrant from June 30, 2008, to June 30, 2009 (the
“Amendment”).
The
Parties agree that in connection with the Amendment, all references
in the
Warrant to the original June 30, 2008 Expiration Date are hereby
amended
to and replaced by June 30, 2009.
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2.
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Registration
of the Underlying
Shares.
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New
Century agrees to use its best efforts to register the Underlying
Shares
on any subsequent registration statements, on which such Underlying
Shares
are eligible to be registered, which New Century may file with the
Commission in the future, prior to the expiration date of the Warrants
as
amended by this Agreement.
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3.
Miscellaneous.
(a)
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Assignment.
All of the terms, provisions and conditions of this Agreement shall
be
binding upon and shall inure to the benefit of and be enforceable
by the
Parties hereto and their respective successors and permitted assigns.
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(b)
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Applicable
Law.
This Agreement shall be construed in accordance with and governed
by the
laws of the State of Texas, excluding any provision of this Agreement
which would require the use of the laws of any other
jurisdiction.
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(c)
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Entire
Agreement, Amendments and Waivers.
This Agreement constitutes the entire agreement of the Parties hereto
and
expressly supersedes all prior and contemporaneous understandings
and
commitments, whether written or oral, with respect to the subject
matter
hereof. No variations, modifications, changes or extensions of this
Agreement or any other terms hereof shall be binding upon any Party
hereto
unless set forth in a document duly executed by such Party or an
authorized agent or such Party.
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(d)
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Waiver.
No
failure on the part of any Party to enforce any provisions of this
Agreement will act as a waiver of the right to enforce that
provision.
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(e)
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Section
Headings.
Section headings are for convenience only and shall not define or
limit
the provisions of this Agreement.
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(f)
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Effect
of Facsimile and Photocopied Signatures.
This Agreement may be executed in several counterparts, each of which
is
an original. It shall not be necessary in making proof of this Agreement
or any counterpart hereof to produce or account for any of the other
counterparts. A copy of this Agreement signed by one Party and faxed
to
another Party shall be deemed to have been executed and delivered
by the
signing Party as though an original. A photocopy of this Agreement
shall
be effective as an original for all
purposes.
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[Remainder
of page left intentionally blank. Signature page follows.]
This
Agreement has been executed by the Parties on the date first written above,
with
an Effective Date as provided above.
/s/
Xxxxxx X. XxXxxxxxx
Xxxxxx
X. XxXxxxxxx
Chief
Executive Officer
Energy
Capital Solutions, LP
By:/s/
J. Xxxxxxx Xxxxxxxx
Its:Managing
Director
Printed
Name:
J.
Xxxxxxx Xxxxxxxx