AMENDMENT NO. 1 TO UNIT PURCHASE OPTION
AMENDMENT
NO. 1 TO UNIT PURCHASE OPTION
This
Amendment No.1 to the Unit Purchase Option Issued by NanoSensor, Inc. (the
“Option Amendment”)
is
made as of July 21, 2006, by and between ▇▇▇▇▇▇ Associates L.P. (“Agent”)
and
NanoSensors, Inc. (“Company”).
Reference
is made to that certain Unit Purchase Option issued on or about April 30, 2004
(the “Original
Option”)
issued
by the Company to the Agent. All terms not otherwise defined herein shall have
the meanings ascribed to them in the Original Option. Agent and Company hereby
amend the Original Option as follows:
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1.
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The
first full paragraph on Page 1 of the Original Option is hereby amended
to
state that “Each warrant issuable upon exercise of this Unit Purchase
Option shall include the terms and conditions relating to adjustments
to
the exercise price and number of shares issuable upon exercise, as
is set
forth in Section 2 of this Unit Purchase Option, as such Section
2 of the
Unit Purchase Option is amended by this Option
Amendment.”
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2.
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Section
2 of the Original Option is hereby amended by deleting the last sentence
of such Section 2 and inserting in lieu of the original sentence
therein,
the following sentence:
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“Except
for any adjustments to the Exercise Price pursuant to Section 2.4
below,
upon each adjustment of the Exercise Price, the Holder of this Unit
Purchase Option shall thereafter be entitled to purchase, at the
Exercise
Price resulting from such adjustment, the number of shares obtained
by
multiplying the Exercise Price in effect immediately prior to such
adjustment by the number of shares purchasable pursuant hereto immediately
prior to such adjustment, and dividing the product thereof by the
Exercise
Price resulting from such
adjustment.”
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3.
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Except
as provided herein, all other terms and conditions of the Original
Option
shall remain in full force and
effect.
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4.
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This
Option Amendment supersedes all prior arrangements and understandings
between the parties, written or oral, with respect to its subject
matter.
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5.
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This
Option Amendment shall be governed by and construed in accordance
with the
laws of the State of New York, without giving effect to the principles
of
conflict of laws thereof.
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6.
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This
Option Amendment may be executed in counterparts, each of which shall
constitute an original and all of which, when taken together, shall
constitute one agreement.
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IN
WITNESS WHEREOF, the undersigned have caused this Option Amendment to be duly
executed as of the date written above.
| NanoSensors, Inc. | |
| By: ________________________ | |
| Name: ▇▇▇ ▇. ▇▇▇▇ | |
| Title: Chief Executive Officer |
▇▇▇▇▇▇
Associates L.P.
By:
▇▇▇▇▇
▇▇▇▇▇▇▇ Securities Corp.
General
Partner
By:________________________
▇▇▇▇▇ ▇▇▇▇▇▇
President