WARRANT AMENDMENT
AGREEMENT
THIS WARRANT AMENDMENT AGREEMENT (the
"Agreement"), is dated as of October____, 2009, by and between PCS
Edventures!.com, Inc., an Idaho corporation (the "Company"), and
Burlingame Equity Investors, LP, a Delaware limited partnership
(the "Holder").
WHEREAS, on December 29, 2005, the
Company executed (i) a Common Stock Purchase Warrant
“A” granting to Barron Partners LP, a Delaware limited
partnership (“Barron”) and its assigns the right to
purchase up to 2,500,000 shares of the Company's common stock at a
price of $1.20 per share, expiring on December 29, 2009; and (ii) a
Common Stock Purchase Warrant “B” granting to Barron
and its assigns the right to purchase up to 2,500,000 shares of the
Company’s common stock at a price of $1.80 per share,
expiring on December 29, 2009;
WHEREAS, effective as of April 11, 2007,
Barron assigned to the Holder the right to purchase (i) 2,300,000
shares of the Company’s common stock under the Common Stock
Purchase Warrant “A” (such assigned portion thereof
shall be referred to herein as the “A Warrant”); and
(ii) 2,300,000 shares of the Company’s common stock under the
Common Stock Purchase Warrant “B” (such assigned
portion thereof shall be referred to herein as the “B
Warrant” and the “A Warrant” and the “B
Warrant” shall collectively be referred to herein as the
“Warrants”);
WHEREAS, Paragraph 14(a) of each Warrant
authorizes its amendment by a writing executed by both
parties;
WHEREAS, effective as of May 31, 2007,
the Company and the Holder executed a Warrant Amendment Agreement
whereby, among other things, they amended the B Warrant: (i) to
reduce the exercise price thereof to $0.97 per share; and (ii) to
reduce to $1.26 the average closing bid price of the
Company’s common stock for purposes of triggering the call
provision of Paragraph 9 of the B Warrant;
WHEREAS, the parties hereto wish further
to amend the B Warrant as set forth herein;
NOW, THEREFORE, in consideration of the
mutual covenants and other agreements contained herein, the Company
and the Holder hereby agree as follows:
1.
Amendment of B Warrant
.
a. The first paragraph of the B
Warrant is hereby amended as follows:
Exercise Price per Share:
$0.68
PCS Edventures!.COM, Inc, a company
organized and existing under the laws of the State of Idaho (the
“ Company ”), hereby certifies that, for
value received, BURLINGAME EQUITY INVESTORS, LP, or its
registered assigns (the “ Warrant Holder
”), is entitled, subject to the terms set forth below, to
purchase from the Company up to Two Million Three Hundred Thousand
(2,300,000) shares (as adjusted from time to time as provided in
Section 7, the “ Warrant Shares ”) of
Company’s common stock, without par value (the “
Common Stock ”), at a price of Sixty Eight
Cents ($0.68) per Warrant Share (as adjusted from time to time as
provided in Section 7, the “ Exercise Price
”), at any time and from time to time through and including
the later of 5:00 p.m. New York City time on December 31,
2010, (the “Expiration Date”) subject to the right to
extend the Expiration Date to December 31, 2011, upon the
parties’ mutual written consent, and subject to the following
terms and conditions:
b. Paragraph 9 of the B Warrant is
hereby amended as follows:
9. Call by the
Company . For every calendar quarter in which the
average closing price of the Company’s common stock during
such calendar quarter exceeds $1.00 per shar
