AMENDMENT NO. 5 TO WARRANT AND PUT OPTION AGREEMENT
This
AMENDMENT NO. 5 (the "Fifth Amendment ") to the WARRANT AND PUT
OPTION
AGREEMENT (the "Agreement") originally dated as of November 30,
2006, by and
between Gian Luigi Longinotti-Buitoni (the "Lead Investor"), and
Xenomics, Inc.
(the "Company"), as amended August 29, 2007, October 30, 2007,
February 25,
2008, and April 11, 2008, is dated as of May 15, 2008.
WITNESSETH:
WHEREAS, on November 30, 2006, the Lead Investor and the Company
entered
into the Agreement and amended such Agreement on August 29, 2007,
October 30,
2007, February 25, 2008 and April 11, 2008; and
WHEREAS, the Lead Investor and the Company desire to amend Section
3(b) of
such Agreement in order to preserve the Company's right to exercise
the Maximum
Put Amount until June 1, 2008.
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.
Section 3(b)(ii)
shall be replaced in its entirety with the following:
"Since the Financing Condition has not been met, at the Company's
sole
discretion, upon written notice from the Company on or before June
1, 2008,
by
June 2, 2008 (the "Put Closing Date"), the Lead Investor shall
purchase
the
number of Units specified in such notice up to the Maximum Put
Amount
divided by the applicable Exercise Price, i.e. $.55 per share. On
the Put
Closing Date, the Lead Investor shall surrender this Warrant and
the full
Exercise Price of the Units speci
