EXHIBIT 10.53.1
THIRD AMENDMENT TO WARRANT TO PURCHASE
SHARES OF COMMON STOCK
OF
HIENERGY TECHNOLOGIES, INC.
This Second Amendment to Warrant to Purchase Shares of Common Stock
(the "Amendment") is entered into effective as of December 15, 2003 by and
between HiEnergy Technologies, Inc., a Delaware corporation (the "Issuer"), and
______ ("Holder").
WHEREAS, the Issuer issued to Holder warrant number W-__ to acquire up
to ___________ (_____) shares of Common Stock of the Issuer (the "Warrant"), as
amended by that certain Amendment to Warrant entered into by the parties hereto
as of November 15, 2003 (the "Prior Amendment"); and
WHEREAS, the Issuer and Holder each desire to amend the Warrant to
increase the number of shares subject thereto pursuant to Section 7 of the
Warrant, due to the failure of the Registration Statement to become effective
prior to December 15, 2003.
NOW, THEREFORE, in consideration of the foregoing and the mutual
promises hereinafter set forth, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the Issuer and Holder
hereby agree as follows:
1. Amendment to Warrant. Effective as of the date hereof, the first
sentence of the Warrant is hereby amended to provide that Holder is entitled
thereunder to subscribe for and purchase, during the period specified in the
Warrant, up to _________ (_______) shares (subject to adjustment as provided in
the Warrant) of the duly authorized, validly issued, fully paid and
non-assessable Common Stock of the Issuer, at an exercise price per share equal
to the Warrant Price then in effect, subject, however, to the provisions and
upon the terms and conditions of the Warrant.
2. Remaining Provisions Unaffected. This Amendment constitutes an
amendment of the Warrant only with respect to the matters set forth herein, and
supersedes the Prior Amendment. Except as amended herein, all of the other
terms, covenants, conditions and obligations contained in the Warrant shall
remain in full force and effect.
3. Counterparts. This Amendment may be executed in one or more
counterparts, each of which shall be deemed an original but all of which
together will constitute one and the same instrument.
4. Governing Law. This Amendment shall be governed by and construed in
accordance with the laws of the State of New York, without giving effect to
principles of conflicts of law.
IN WITNESS WHEREOF, the parties hereto have executed this Second
Amendment to Warrant as of the date first written above.
HIENERGY TECHNOLOGIES, INC.,
a Delaware corporation
By:
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Title: President & CEO
HOLDER:
By:
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Name:
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Title:
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