NOTE AND WARRANT AMENDMENT
AGREEMENT
THIS NOTE AMENDMENT AGREEMENT is entered into as of
the 2nd day of April 2008.
BETWEEN:
EDEN ENERGY CORP.
Suite 1680 - 200 Burrard Street
Vancouver, BC V6C 3L6
(the “ Company ”)
AND:
__________________________
__________________________
__________________________
(the “ Noteholder ”)
WHEREAS:
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A.
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The Noteholder purchased 6% Convertible Promissory
Notes due August 25, 2008 (the “ Notes ”) from the Company
pursuant to a Note and Warrant Purchase Agreement, dated for
reference August 18, 2005 (the “ Purchase Agreement ”);
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B.
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Pursuant to the terms of the Notes, the Company
currently owes the Noteholder approximately $_____________ in
principal and accrued interest;
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C.
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The Noteholder was issued Series A Warrants (the
“Warrants) with an initial exercise price of $6.00 expiring
August 25, 2008; and
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D.
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The Company and the Noteholder wish to amend the
terms of a potion of the Notes, Warrants, and the terms of the
Registration Rights Agreement dated August 18, 2005 (the
“ Registration Rights
Agreement ”);
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NOW THEREFORE in
consideration of the promises and the mutual covenants herein
contained and for other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the
parties hereto agree as follows, effective from and after April 2,
2008:
AMENDMENT OF NOTES
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1.
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The Notes are amended as follows with respect to the
Notes which are converted on or before April 3, 2008
only:
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(a)
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Section 3.2(a) is deleted and replaced with the
following:
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“The term “ Conversion Price ” shall mean
$0.70, subject to adjustment under Section 3.6
hereof”
AMENDMENT OF WARRANTS
2
Provided that at least half of the outstanding Notes
held by the Noteholder are converted pursuant to paragraph 1, one
half of the Warrants held by the Noteholder will be amended as
follows:
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(a)
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Section 1, “Term” is deleted and
replaced with the following:
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“ Term
. The term of this Warrant shall commence on August
25, 2008 and shall expire at 5:00 p.m., eastern time, on August 25,
2009 (such period being the “term”)”
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(b)
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Section 8, Definitions, “Warrant Price”
is deleted and replaced with the following:
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