AMENDMENT NO. 3 TO
SUBSCRIPTION AGREEMENT AND TO COMMON STOCK
PURCHASE WARRANT TO PURCHASE
SHARES OF COMMON STOCK OF
PURPLE BEVERAGE COMPANY,
INC.
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 2007 Warrant) 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 a
