Exhibit 4.1
AMENDMENT NO. 2 TO
WARRANT AND PUT OPTION AGREEMENT
This AMENDMENT NO.
2 (the “Second Amendment”) to the WARRANT AND PUT
OPTION AGREEMENT (the “Agreement”) originally dated as
of November 30, 2006, by and between Gian Luigi Buitoni. (the
“Lead Investor”) and Xenomics, Inc. (the
“Company”), as amended August 29, 2007 is dated as of
October 30, 2007.
WITNESSETH
:
WHEREAS, on November 30, 2006, the Lead Investor and the Company
entered into the Agreement and amended such Agreement on August 29,
2007; and
WHEREAS, the parties now desire to amend Section 3(b) of such
Agreement in order to preserve the Company’s right to
exercise the Maximum Put Amount in December 2007;
NOW, THEREFORE, in consideration of and for the mutual promises and
covenants contained herein, and for other good and valuable
consideration, the receipt of which is hereby acknowledged, the
Agreement is hereby amended as follows:
1.
The last sentence of the definition of “Maximum Put
Amount” in Section 3(b)(i) is hereby replaced in its entirety
with “In no event shall the Maximum Put Amount exceed
$1,500,000.”
2.
Section 3(b)(ii) shall be replaced in its entirety with the
following:
“In the event the Financing Condition has not been met,
u pon written
notice from the Company on February 26, 2008 (the “Put
Closing Date”), by February 27, 2008, the Lead Investor shall
purc
