Exhibit 10.1
THIRD WAIVER AND AMENDMENT
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This THIRD WAIVER AND
AMENDMENT ("Amendment") is made effective this 1st
day of May, 2009, by and between CDEX Inc., a Nevada corporation
("Company"),
and GEMINI MASTER FUND, LTD., a Cayman Islands company
("Holder").
W I T N E S S E T H:
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WHEREAS, pursuant to that certain Securities Purchase Agreement
("Purchase Agreement") dated as of June 25, 2008 by and between the
Company and
the Holder, on or about such date the Company sold and issued to
the Holder (i)
a 12% Senior Convertible Note ("Note"), which Note is convertible
into shares of
common stock of the Company, $0.005 par value per share ("Common
Stock"), and
(ii) a Common Stock Purchase Warrant to purchase up to 2,717,391
shares of
Common Stock ("Warrant");
WHEREAS, by
agreements dated December 18, 2008 and February 1, 2009,
entitled Waiver and Amendment ("First Amendment") and Second Waiver
and
Amendment ("Second Amendment"), respectively, the Transaction
Documents were
amended; capitalized terms used herein but not otherwise defined
herein shall
have the meanings set forth in the Purchase Agreement, the Note,
the Warrant,
the First Amendment or the Second Amendment, as the case may be:
and
WHEREAS, the Company wishes to extend the Extended Waiver
Period
without the anti-dilution adjustments applying as set forth in the
Transaction
Documents in certain circumstances and to delay payments to Holder
for interest
and Monthly Redemption Amounts due on May 1, 2009 under the Note,
the First
Amendment and the Second Amendment (less $100,000 previously
converted to Common
Stock) until June 1, 2009.
NOW THEREFORE, in consideration of the foregoing premises and
the
mutual covenants set forth in this Amendment, and for other good
and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the
parties hereto agree as follows:
1. Subsequent Issuance
Waivers--Common Stock Issuances. Notwithstanding
anything contained in the Transaction Documents, including the
First and Second
Amendments thereto, the Extended Waiver Period defined in the
Second Amendment
is hereby extended until June 1, 2009.
2. January, February,
March, April and May Monthly Redemption. The
Holder hereby agrees that the Company, at its option, may delay
payment of the
interest and Monthly Redemption Amounts which have not previously
been converted
to Common Stock due on May 1, 2009 until June 1, 2009 (in which
case on June 1,
2009 the Company shall pay the Monthly Redemption Amounts
