AMENDMENT NO. 1 TO CALLABLE SECURED CONVERTIBLE NOTES
AMENDMENT
NO. 1
TO
THIS
AMENDMENT NO. 1 TO CALLABLE SECURED CONVERTIBLE NOTES (the “Amendment”)
is
made as of this 1st
day of
July, 2005, by and between Grant Life Sciences, Inc., a Nevada corporation
(the
“Company”),
and
the holders of Callable Secured Convertible Notes issued by the Company on
June
14, 2005 set forth on the signature page hereof (each, a “Holder”
and,
collectively, the “Holders”).
Capitalized terms used herein and not defined shall have the meanings given
to
them in the Notes (as defined below).
W
I T N E S S E T H:
WHEREAS,
in connection with the closing of a private placement transaction, the Company
issued Callable Secured Convertible Notes in the aggregate principal amount
of
$700,000 to the Holders on June 14, 2005 (each, a “Note”
and,
collectively, the “Notes”);
WHEREAS,
the Company and the Holders desire to amend certain provisions of the Notes;
and
WHEREAS,
Section 4.3 of the Notes permits an amendment of the terms by an instrument
in
writing signed by the Company and the Holders of the outstanding
Notes.
NOW,
THEREFORE, in consideration of the foregoing, which is incorporated herein
by
reference, and other good and valuable consideration, the receipt and adequacy
of which are hereby acknowledged, the Company and the Holders, intending to
be
legally bound hereby, agree to amend the Notes as follows:
1. Payment
of Interest on the Notes.
The
parties to this Amendment hereby agree that, notwithstanding anything to the
contrary contained in the Notes, any and all payments of interest on the Notes
shall be made, at the option of the Company (and not of the Holder), in cash
or
in shares of Common Stock at the then applicable Conversion Price.
2. Conflicts.
(a) To
the
extent there is any conflict between the terms of the Notes and the terms
hereof, the terms of this Amendment shall take precedence.
(b) Except
as
herein amended, the Notes shall remain unchanged and in full force and effect.
Each and every term, covenant and condition of the Notes, not specifically
preempted hereby, is incorporated herein such that the Notes and this Amendment
thereto shall be read and construed as one instrument.
3. Counterparts.
This
Amendment may be executed in any number of counterparts, each of which shall
be
an original, but all of which together shall constitute one (1)
instrument.
1
In
Witness Whereof, the
Company and the Holders have caused this Amendment to be duly executed by its
officers, thereunto duly authorized as of the date first above
written.
| GRANT LIFE SCIENCES, INC., | ||
| a Nevada corporation | ||
| By: /s/ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ | ||
| Name: ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ | ||
| Title: Chief Financial Officer | ||
| AJW PARTNERS, LLC | ||
| By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ | ||
| Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ | ||
| Title: Manager | ||
| AJW QUALIFIED PARTNERS, LLC | ||
| By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ | ||
| Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ | ||
| Title: Manager | ||
| AJW OFFSHORE, LTD. | ||
| By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ | ||
| Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ | ||
| Title: Manager | ||
| NEW MILLENNIUM CAPITAL | ||
| PARTNERS II, LLC | ||
| By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ | ||
| Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ | ||
| Title: Manager | ||
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