AMENDMENT NUMBER 1 TO WARRANT
AMENDMENT
NUMBER 1
TO
THIS
IS
AMENDMENT NUMBER 1 (“this Amendment”) that is being executed and delivered by
and between GCA Strategic Investment Fund Limited, a Bermuda corporation
(“GCA”)
and Speedemissions, Inc., a Florida corporation (the “Company”), and dated
effective as of October 14, 2005 in order to amend that certain Warrant to
purchase 2,500,000 shares of the Company’s Common Stock dated January 21, 2004
(the “Warrant”) and by which GCA and the Company, in consideration of the mutual
promises contained in the Warrant and in this Amendment and other good and
valuable consideration (the sufficiency, mutuality and adequacy of which
are
hereby acknowledged), hereby agree as follows:
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1.
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Amendment
to Exercise Price.
The Exercise Price, as such term is defined in the Warrant shall
be
$0.12.
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2.
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3.
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Effective
Date.
This Amendment is effective October 14,
2005.
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4.
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Miscellaneous.
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(a) Captions;
Certain Definitions. Titles
and captions of or in this Amendment are inserted only as a matter of
convenience and for reference and in no way define, limit, extend or describe
the scope of this Amendment or the intent of any of its provisions. The parties
to this Amendment agree to all definitions in this statement of the parties
to
this Amendment. A capitalized term in this Amendment has the same meaning
as it
has as a capitalized term in the Warrant unless the context clearly indicates
to
the contrary.
(b) Controlling
Law. This
Amendment is governed by, and shall be construed and enforced in accordance
with
the laws of the State of Georgia (except the laws of that jurisdiction that
would render such choice of laws ineffective).
(c) Counterparts. This
Amendment may be executed in one or more counterparts (one counterpart
reflecting the signatures of all parties), each of which shall be deemed
to be
an original, and it shall not be necessary in making proof of this Amendment
or
its terms to account for more than one of such counterparts. This Amendment
may
be executed by each party upon a separate copy, and one or more execution
pages
may be detached from a copy of this Amendment and attached to another copy
in
order to form one or more counterparts.
Signature
Page Follows
1
DULY
EXECUTED and delivered by GCA and the Company, as of October 14, 2005 effective
as set forth above.
| GCA: | GCA Strategic Investment Fund Limited | |
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| By: | /s/ Xxxxx X. Xxxxxx | |
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Name: Xxxxx X. Xxxxxx |
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| Title: Director | ||
| Company: | Speedemissions, Inc. | |
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| By: | /s/ Xxxx Xxxxxxxxxxx | |
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Name: Xxxx Xxxxxxxxxxx |
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| Title: President | ||
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