OMNIBUS AMENDMENT TO WARRANT, WAIVER TO NOTE AND LOCKUP
AGREEMENT
This
Omnibus Amendment to Warrant, Waiver to Note and Lockup
Agreement (this “
Amendment ”),
dated March 31, 2008, by and between Windswept Environmental Group,
Inc., a Delaware corporation (the “
Company ”),
Laurus Master Fund, Ltd., a Cayman Islands company (“
Laurus ”),
Valens Offshore SPV I, Ltd., a Cayman Islands company
(“
VOF ”),
Valens U.S. SPV I, LLC, a Delaware limited liability company
(“
VUS ”
and together with Laurus and VOF, the “
Holders ”
and each, a “
Holder ”),
PSource Structured Debt Limited (“
PSource ”)
and LV Administrative Services, Inc. as agent (the “
Agent ”)
for the benefit of each of the Holders, amends (i) that certain
Amended and Restated Secured Convertible Term Note, dated as of
September 29, 2006 and issued by the Company to Laurus, and
subsequently assigned in part by Laurus to VOF and VUS (as amended,
modified or supplemented from time to time, the “
Note ”)
and (ii) that certain Common Stock Purchase Warrant, issued as of
June 30, 2005 by the Company to Laurus, and subsequently assigned
by Laurus in full to PSource and VUS (as amended, modified or
supplemented from time to time, the “
Warrant ”);
which Warrant was exercisable at the time of original issuance into
up to 13,750,000 shares of Common Stock of the Company. Capitalized
terms used but not defined herein shall have the meanings ascribed
to such terms in the Securities Purchase Agreement, dated as of
June 30, 2005 by and between the Company and Laurus (as amended,
modified or supplemented from time to time, the “
Purchase Agreement ”)
and the Related Agreements referred to in the Purchase Agreement
(the “
Related Agreements ”
and together with the Purchase Agreement, the “
Loan Documents ”).
PREAMBLE
WHEREAS ,
the Company and the Holders have agreed to postpone certain
payments due under the Note on the terms and conditions as set
forth herein;
WHEREAS ,
the Company, PSource and VUS have agreed to make certain changes to
the Warrant on the terms and conditions as set forth
herein;
WHEREAS ,
PSource and VUS have agreed to restrict their sale of shares of
Common Stock of the Company issuable upon exercise of the Warrant
on the terms and conditions as set forth herein.
NOW ,
THEREFORE ,
in consideration of the above, and for other good and valuable
consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:
Waiver
1.
Notwithstanding
the terms and conditions of that certain waiver dated as of
February 29, 2008 by and among the Company, Laurus, VOF and
VUS (the “
Existing Waiver ”),
which Existing Waiver is hereby superceded in all respect in its
entirety by the terms set forth in this Section 1, the Holders
hereby waive payment of the Monthly Amount due under the Note on
March 1, 2008 and April 1, 2008 (the “
Deferred Amount ”).
The Deferred Amount shall be paid by the Company in full by no
later than April 30, 2008. Furthermore, Holders hereby waive
payment of $50,000 of the Monthly Amount due under the Note on May
1, 2008 (the “
May Deferred Amount ”).
The May Deferred Amount shall be paid by the Company in full by no
later than May 31, 2008. The Deferred Amount may be paid via
issuance of Common Stock of the Company to the extent such issuance
is otherwise permitted under the terms of the Note.
Amendment to Warrant
2.
The
Warrant is hereby amended by extending the “Expiration
Date” as defined in the first paragraph of the Warrant
from “June 30, 2012” to “June 30,
2022”.
Lock-up Agreement
3.
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