FIRST AMENDMENT
TO
COMMON STOCK PURCHASE
WARRANT
This First
Amendment to Common Stock Warrant (the “
Agreement ”) is made and entered into
as of March 29, 2007 (the “ Effective
Date ”), by and between New Century
Energy Corp. , a Colorado corporation (“
New Century ”) and Energy
Capital Solutions, LP (“ ECS
”), each individually a “ Party
” and collectively the “
Parties .”
W
I
T N E S
S E T H
:
WHEREAS , New Century previously granted ECS a Common
Stock Purchase Warrant to purchase up to 900,000 shares of New
Century’s common stock at an exercise price of $0.80 per
share on or about June 30, 2005 (the “
Warrant ”), in connection with ECS
serving as a finder in connection with New Century’s entry
into a Securities Purchase Agreement with Laurus Master Fund, Ltd.
(“ Laurus ”) on or about June
30, 2005;
WHEREAS , the New Century originally agreed to register
the shares of common stock which the Warrant was exercisable for
(the “ Underlying Shares ”) on
the same registration statement as Laurus’ shares of common
stock were registered (the “ Registration
Statement ”); however, due to recent Securities
and Exchange Commission (the “
Commission ”) interpretations of Rule
415(a)(1), which limited the number of shares New Century could
register, the Underlying Shares were left off of New
Century’s Registration Statement;
WHEREAS , the Parties now desire to amend the terms of
the Warrant to extend the original expiration date of the Warrant
from June 30, 2008 (the “ Expiration
Date ”), to June 30, 2009.
NOW,
THEREFORE , in
consideration for the promises and pledges contained below and
other good and valuable consideration, which consideration the
Parties acknowledge receipt of, and the premises and the mutual
covenants, agreements, and considerations herein contained, the
Parties hereto agree as follows:
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Extension of the Expiration
Date.
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