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FORM OF
AMENDMENT NO. 2 TO
LAUREATE RESOURCES & STEEL
INDUSTRIES INC.
COMMON STOCK PURCHASE WARRANT
“A-1”
THIS
AMENDMENT NO. 2 TO THE COMMON STOCK PURCHASE WARRANT
“A-1” (this
“ Amendment ” ) is made as of December
15, 2008, by and between LAUREATE RESOURCES & STEEL
INDUSTRIES INC. (the “ Company
”) and ARIMATHEA LIMITED (“
Arimathea ”) , or its registered assigns
(the “ Warrant Holder ”). The
parties hereto herby agree, for value received, to amend that
certain Common Stock Purchase Warrant “A-1,” issued as
of May 10, 2008, as amended on May 22, 2008 (the “
Warrant ”), as set forth
below. Capitalized terms not expressly defined herein
shall have the meanings ascribed to them in the Warrant.
WHEREAS, the
Company’s Board of Directors has determined that it is in the
best interests of the Company and its shareholders to amend the
original warrant number A-1 granted to the Warrant
Holder;
WHEREAS, The
Company and the Warrant Holder have agreed that the number of
shares issuable upon exercise of the Warrant shall be revised to
equal to five percent (5%) of the equity capital raised by the
Company attributable to introductions made by Arimathea (
“ Arimathea Source Capital ” ) divided by
the exercise price of $.10 per share the ( “
Warrant Shares ” );
WHEREAS, the
original exercise price of $.10 shall remain ef
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