AMENDMENT NO. 3 TO SUBSCRIPTION AGREEMENT AND TO COMMON STOCK PURCHASE WARRANT TO PURCHASE SHARES OF COMMON STOCK OF PURPLE BEVERAGE COMPANY, INC.
AMENDMENT
NO. 3 TO SUBSCRIPTION AGREEMENT AND TO COMMON STOCK
PURCHASE
WARRANT TO PURCHASE SHARES OF COMMON STOCK OF
This
Amendment to the Subscription Agreement and to Common Stock Purchase Warrant
to
purchase shares of common stock, par value $0.001 per share (the “Common
Stock”)
of
Purple Beverage Company, Inc. (this “Amendment”),
is
effective as of September __, 2008, by Purple Beverage Company, Inc., a Nevada
corporation (the “Company”),
and
the undersigned holder (the “Holder”).
The
Company and Holder are, together, the “Parties.”
RECITALS
WHEREAS,
effective December 12, 2007, the Company and the Holder entered into that
certain Subscription Agreement (the “Subscription
Agreement”),
pursuant to which the Company sold and issued to Holder certain Shares (as
defined therein) and granted to Holder a Common Stock Purchase Warrant to
purchase shares of Common Stock of the Company, which warrant was dated and
issued as of December 12, 2007 (the “2007
Warrant”),
and
entitled Holder, upon exercise thereof in accordance with the terms contained
therein, to purchase up to that number of shares of Common Stock specified
therein (the “2007
Underlying Shares”)
at an
exercise price (the “Purchase Price” as defined in the 0000 Xxxxxxx) of $2.00
per share;
WHEREAS,
the Company and Holders have entered into Amendment No. 2 to the Subscription
Agreement and 2007 Warrant (the “Prior
Consent”)
and
desire to further amend the Subscription Agreement and 2007 Warrant as set
forth
herein; and
WHEREAS,
pursuant to the Prior Consent the Parties have contemplated the assignment
and
exercise of the 2007 Warrants exercisable for registered 2007 Underlying shares
and desire to confirm the Holder’s assignment of 2007 Warrants upon the actual
exercise at a price determined by the Company and assignee thereof and to
confirm all applicable anti-dilution, price protection and most favored nations
provisions of the Subscription Agreement, 2007 Warrants and related agreements
continue to provide for adjustment to the outstanding, uncancelled securities
of
the Company held by the Holders as is applicable to the actual agreed exercise
price of the assigned 2007 Warrants;
NOW,
THEREFORE, in consideration of the premises, the covenants made herein, and
for
such other good and valuable consideration, the receipt and sufficiency of
which
are hereby acknowledged, the Parties hereby agree as follows:
| 1. |
Consent
and Amendment of Warrant.
The undersigned Holder (in each of the Holder’s capacity
as Subscriber and as a Holder of 2007 Warrants for the purposes
of such consent inasmuch as the separate consent is required for each
of
such purposes) hereby consents to the assignment of 2007
Warrants, the 2007 Underlying Shares of Common Stock of which have
been
registered for resale with the Securities and Exchange Commission,
and all other transactions, amendments, modifications and waivers to
the Subscription Agreement and 2007 Warrants as contemplated herein,
provided the exercise price of such 2007 Warrants shall be the price
determined by negotiation by the Company and any Holder or assignee
thereof. All provisions of the Prior Consent or the assignement which
made
reference to a specific exercise price for 2007 Warrants is hereby
amended
for the purpose of deleting any such reference and the approvals therein
shall not require a specific exercise price of 2007 Warrants following
the
Effective Date (as defined in the Prior
Consent).
|
| 2. |
Amendment
of Section 9(p) of the Subscription Agreement.
Section 9(p) of the Subscription Agreement is amended in its entirety
to
read as follows:
|
“(p)
Intentionally Omitted.”
IN
WITNESS WHEREOF, the Parties hereto have executed or have caused a duly
authorized officer to execute this Amendment all effective as of the day and
year first above written.
By:
______________________________________
Xxxxxxxx
Xxxxxxxxxx, Chief Executive Officer
HOLDER:
I
hereby
consent to the amendments set forth herein:
______________________________________
September __, 2008
Name:
Title:
-2-
