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AMENDMENT NO. 7 TO WARRANT AND PUT OPTION AGREEMENT
This
AMENDMENT NO. 7 (the "Seventh Amendment ") to the WARRANT AND
PUT
OPTION AGREEMENT (the "Agreement") originally dated as of November
30, 2006, by
and between Gianluigi Longinotti-Buitoni (the "Lead Investor"), and
Xenomics,
Inc. (the "Company"), as amended August 29, 2007, October 30, 2007,
February 25,
2008, April 11, 2008, May 15, 2008 and May 30, 2008 is dated as of
June 12,
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, May 15, 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 September 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.
The second 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 $1,150,000 for the Units or $.55 per Share."
2.
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
September 1,
2008, by September 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 Pri
