WARRANT AMENDMENT
AGREEMENT
THIS WARRANT AMENDMENT AGREEMENT (the
"Agreement"), is dated as of October 1, 2009, by and between
Zaldiva, Inc., a Florida corporation (the "Company"); Jeffrey A.
Olweean (“Olweean”); and The Human Cash Register, Inc.,
a Florida corporation (“THCR”). Olweean and THCR
shall be referred to collectively herein as the
“Holders.”
WHEREAS, on May 31, 2007, the Company
executed (i) Warrant Number WZ 0001 granting to THCR the right to
purchase up to 300,000 shares of the Company’s common stock
at a price of $0.25 per share, exercisable for a period of five
years (the “THCR Warrant”); and (ii) Warrant Number WZ
0002 granting to Olweean the right to purchase up to 1,000,000
shares of the Company’s common stock at a price of $0.25 per
share, exercisable for a period of five years (the “Olweean
Warrant”) (collectively, the THCR Warrant and the Olweean
Warrant shall be referred to herein as the
“Warrants”);
WHEREAS, Paragraph 10 of each Warrant
authorizes its amendment by an instrument in writing executed by
the Company and the Holder thereof;
WHEREAS, since the grant date of each of
the Warrants, the price of the Company’s common stock on the
OTC Bulletin Board has fallen substantially, with bid and ask
prices of $0.05 and $0.06, respectively, as of September 30, 2009,
and a three-month average daily trading volume of less than 5,300
shares per day; and
WHEREAS, the Company believes that it is
in its best interests to promote Olweean’s and THCR’s
continued valuable contributions to the Company by reducing the
exercise price of the Warrants to a price that is more commensurate
with the recent price and trading volume of the Company’s
common stock;
NOW, THEREFORE, in consideration of the
mutual covenants and other agreements contained herein, the Company
and the Holders hereby agree as follows:
1.
Amendment of THCR Warrant
. Paragraph 1 of the THCR Warrant
is amended as follows:
1. Number and Price of Shares
Subject to Warrant. This Warrant Certificate certifies that
The Human Cash Register, Inc., a Florida corporation, or registered
assigns (the “Warrant Holder”), is the registered owner
of the above indicated number of Warrants e
