AMENDMENT II to FIRMINVEST AG COMMITMENT LETTER
Exhibit
10.38
AMENDMENT
II to FIRMINVEST AG COMMITMENT LETTER
This
Second Amendment (“Amendment II”), effective as of October
12, 2007
(the
“Effective Date”), is attached to and made part of the commitment letter as
amended (the “Commitment Letter”) between FirmInvest
AG
(“FirmInvest”) and CardioVascular
BioTherapeutics, Inc.,
a
Nevada corporation (“Cardio”) regarding a foreign private placement being
conducted under Regulation S of the Securities Act of 1993 to sell 15,000,000
shares of common stock of CardioVascular BioTherapeutics, Inc. at US$1.00
per
shares (the “Reg S Offering”).
WHEREAS,
▇▇▇▇▇▇ and FirmInvest desire to amend certain terms of the Commitment Letter
and
enter into this Amendment to reflect the new term agreed upon between the
parties.
NOW
THEREFORE, in consideration of the mutual covenants contained in this Amendment,
for valuable consideration the sufficiency of which is acknowledged, it is
hereby agreed and stipulated as follows:
1. The
date
in the second paragraph of the Commitment Letter shall be revised from
September
28, 2007
to
November
9, 2007,
such
that the due date for the balance of the Reg S Offering shall be extended
to
such date.
2. As
an
inducement to extend the Reg S Offering, FirmInvest shall purchase a warrant
from Cardio at US$0.001 per share of Common Stock of Cardio (the “Purchase
Price”) at an exercise price of US$1.00 per share of Common Stock of Cardio for
up to Three Million Seven Hundred Thousand (3,700,000) shares for a total
purchase price of the warrant of Three Thousand Five Hundred Dollars
(US$3,700.00).
All
other
terms in the Commitment Letter shall remain in full force and
effect.
IN
WITNESS WHEREOF, the parties signing hereto execute this Amendment as of
the
Effective Date.
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FirmInvest
AG
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A
Nevada Corporation
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By:
/s/ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇
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By:
/s/ ▇▇▇▇▇▇▇ ▇.
▇▇▇▇
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Print
Name: ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇
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Print
Name: ▇▇▇▇▇▇▇ ▇.
▇▇▇▇
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Title:
CEO
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Title:
CFO
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Date:
Oct. 12,
2007
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Date:
10/12/07
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