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Exhibit 4.1
FIRST SUPPLEMENTAL
FOUNDER WARRANT PURCHASE AGREEMENT
This First Supplemental
Founder Warrant Purchase Agreement (this
“Agreement” ), dated March 18, 2008,
is to the Founder Warrant Purchase Agreement, dated as of
May 11, 2006 (the “Founder Warrant Purchase
Agreement” ), by and between MARATHON ACQUISITION
CORP., a Delaware corporation, (the
“Company” ), and MARATHON INVESTORS, LLC,
a Delaware limited liability company (the
“Purchaser” ).
WHEREAS , each of the
Company and the Purchaser desire to amend the Founder Warrant
Purchase Agreement in the manner set forth herein;
NOW, THEREFORE , in
consideration of the mutual agreements contained herein, and of
other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, and intending to be legally bound
hereby, the parties hereto agree as follows:
1. Founder Warrant
Purchase Agreement . The Founder Warrant Purchase
Agreement is amended hereby by amending and restating Exhibit
B thereto as follows:
“THE SECURITIES
REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE PROVISIONS OF ANY
APPLICABLE STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR
SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT AND LAWS
OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH
REGISTRATION IS NOT REQUIRED.
THE SECURITIES REPRESENTED BY
THIS C
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