AMENDMENT TO WARRANT AND
TERMINATION OF WARRANT
THIS AMENDMENT TO WARRANT AND TERMINATION OF WARRANT (this
“Amendment”) is made and entered into as of November
15, 2006 (the “Effective Date”) by and between Auriga
Laboratories, Inc., a Delaware corporation (the
“Company”), and Trilogy Capital Partners, Inc. (the
“Holder”).
RECITALS
WHEREAS , the Company and the Holder have entered into that
certain Letter of Engagement dated April 12, 2006 (the
“Engagement Letter”) pursuant to which the Holder was
to provide certain investor relation and related consulting
services to the Company (the “Services”);
WHEREAS , as consideration for the Services to be provided
under the Engagement Letter, the Company issued to the Holder (i)
One Million (1,000,000) warrants dated April 12, 2006 (the
“First Warrant”) that entitled the Holder to purchase
one (1) share of common stock of the Company for each one (1)
warrant, and (ii) Two Hundred Fifty Thousand (250,000) warrants
dated April 12, 2006 (the “Second Warrant” and together
with the First Warrants, the “Warrants”) that entitled
the Holder to purchase one (1) share of common stock of the Company
for each one (1) warrant;
WHEREAS , subsequent to the issuance of the Warrants, as a
result of a split of the common stock of the Company, the number of
shares of common stock and the related exercise price have been
adjusted such that (i) with respect to the First Warrant the total
number of shares of common stock to which the Holder is entitled to
purchase is Two Million Nine Hundred Seventeen (2,000,917), with an
exercise price of $0.9246 per share, and (ii) with respect to the
Second Warrant the total number of shares of common stock to which
the Holder is entitled to purchase is Five Hundred Thousand Two
Hundred Twenty-Nine (500,229), with an exercise price of $1.2494
per share;
WHEREAS , the Company and the Holder have had various
disagreements regarding the Holder’s performance of the
Services; and
WHEREAS , the Company and the Holder desire to settle the
disputes between them by (i) terminating the Engagement Letter,
(ii) terminating the Second Warrant and (iii) modifying and
amending the First Warrant to reduce the number of shares of common
stock of the Company to which the Holder is entitled to purchase
from Two Million Nine Hundred Seventeen (2,000,917) to Two Hundred
Fifty Thousand (250,000) shares of common stock of the Company,
with an exercise price of $0.9246, all in accordance with the terms
set forth herein.
AGREEMENT
NOW THEREFORE, in consideration of the foregoing and the
respective covenants and agreements hereinafter set forth, and
intending to be legally bound hereby, the parties hereto agree as
follows:
1.
The Holder represents and warrants that it (a) is the current
holder of the Warrants, (b) has not exercised or otherwise
converted any of the Warrants and (c) has not assigned, transferred
or otherwise encumbered the Warrants or underlying shares of common
stock of the Company.
2.
Effective as of November 1, 2006
