Exhibit 10.49
AMENDMENT NO. 1
TO
ORANGE 21 INC.
NOTICE OF STOCK OPTION GRANT
AND
STOCK OPTION
AGREEMENT
This Amendment No. 1 to Notice
of Stock Option Grant and Stock Option Agreement (the “
Amendment ”) is entered into as of May 26, 2009
by and between Orange 21 Inc., a Delaware corporation (the “
Company ”) and Jerry Collazo (“ Optionee
”).
RECITALS
WHEREAS , the Company and the Optionee have entered into
the Notice of Stock Option Grant and Stock Option Agreement, dated
as of August 29, 2007, for a total award of 150,000 shares
(the “ Agreement ”); and
WHEREAS , the Company and the Optionee desire to amend
the Agreement in accordance with the terms of this
Amendment.
NOW, THEREFORE
, for good and valuable
consideration, receipt of which is hereby acknowledged, the Company
and Optionee hereby agree to amend the Agreement as
follows:
1. Except as otherwise provided
herein, capitalized terms used in this Amendment shall have the
definitions set forth in the Agreement.
2. The paragraph captioned
“Exercise Price Per Share” in the Notice of Stock
Option Grant is hereby amended and restated as follows:
“$1.50.”
3. The paragraph captioned
“Exercise Price Per Share” in the Notice of Exercise of
Stock Option is hereby amended and restated as follows:
“$1.50.”
4. Except specifically set forth
herein, all of the terms and provisions of the Agreement shall
remain unchanged, unmodified and in full force
