|
--------------------------------------------------------------------------------
AMENDMENT NO. 6 TO WARRANT AND PUT OPTION AGREEMENT
This AMENDMENT NO. 6 (the "Sixth 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, and May 15, 2008 is dated
May 30, 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, April 11, 2008 and
May 30, 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 16, 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 16,
2008, by June 17, 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 specified in the Notice in
immediately
available funds against the Company's delivery of Lead
Investor's
Securities. If less than al
| 
