AMENDMENT TO SECURITIES PURCHASE AGREEMENT
AMENDMENT
TO
THIS
AMENDMENT TO SECURITIES PURCHASE AGREEMENT
(this
"SPA Amendment") is dated as of this 9th day of July, 2008 among
Xxxxxxxxx Plaza ("Purchaser"), and each of the sellers listed on Exhibit
A of
the
Securities Purchase Agreement described in greater detail herein (collectively,
the "Sellers" and individually, a "Seller").
RECITALS
WHEREAS,
the
Sellers are the owners of three year warrants to purchase shares of common
stock, par value $0.0001 of Pharma-Bio
Serv, Inc., a Delaware corporation (the "Company"); and
WHEREAS,
the
Sellers and Purchaser entered into that certain Securities Purchase Agreement
dated December 12, 2007 (the "SPA") pursuant to which Purchaser had agreed
to
purchase warrants to purchase an aggregate of Four Hundred Sixty Six Thousand,
Six Hundred Sixty Seven (466,667) shares of common stock, par value $0.0001
(the
"Warrants") of the Company in consideration for $0.77 per Warrant;
and
WHEREAS,
the
Sellers and Purchaser desire to amend the SPA by entering into this SPA
Amendment.
NOW,
THEREFORE,
for
good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties agree as follows:
TERMS
1. Definitions.
Capitalized terms used herein and not defined herein shall have the meaning
ascribed to such term as set forth in the SPA and all references to Sections,
shall mean the Sections of the SPA unless reference is made to another document.
Capitalized terms used herein and defined herein shall be substituted for any
identical capitalized terms in the SPA.
2. Amendment
to Agreement.
The SPA
shall be amended as follows:
2.1 Section
1.2.
Section
1.2 is deleted in its entirety and amended as follows:
"1.2 Consideration.
The
purchase price for the Warrants (the "Purchase Price") shall be $0.77 per
Warrant and an aggregate of Three Hundred Fifty Nine Thousand, Three Hundred
and
Thirty Three and 59/100 Dollars ($359,333.59) for all Warrants, paid in
accordance with the amounts set forth on Exhibit A attached
hereto."
2.2 Section
2.4.
Section
2.4 is deleted in its entirety and amended as follows:
"2.4. Delivery
by Purchaser.
At or
prior to the Closing, Purchaser shall deliver to each of the Sellers the
Purchase Price for the Warrants purchased by Purchaser from such Seller in
the
manner and in such amounts set forth on Exhibit A attached hereto."
2.3 Schedule
A; Exhibit B.
Schedule A and Exhibit B are deleted in their entirety.
3. Full
Force and Effect.
Except
as specifically amended, modified or supplemented by this Amendment, the
Agreement, as amended, shall remain unchanged and in full force and
effect.
4. Counterparts.
This
Amendment may be executed in any number of counterparts and by facsimile, each
of which shall be deemed an original and all the counterparts taken together
shall be deemed to constitute one and the same instrument.
5. Governing
Law.
This
Amendment shall be governed by, and construed in accordance with, the laws
of
the State of New York, without regard to its conflict of laws principles, and
shall be subject to the terms and provisions of the Agreement, as amended
hereby.
[Signatures
on following page]
IN
WITNESS WHEREOF,
the
Sellers and Purchaser have caused this Amendment to be duly executed by an
authorized representative, as of the date first above written.
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PURCHASER:
/s/
Xxxxxxxxx Plaza
Name:
Xxxxxxxxx Plaza
000
Xxxxxx Xxxxx Xxxx
Xxxxxx,
Xxxxxx Xxxx 00000
THE
SELLERS:
SAN
XXXX HOLDINGS, INC.
By:/s/
Addison X. Xxxx III
Name:
Xxxxxxx X Xxxx III
Title:
Principal
/s/
Xxxxxx Xxxxx custodian for Xxxxx Xxxxxxxx
Name:
Xxxxxx Xxxxx, custodian for Xxxxx Xxxxxxxx
/s/
Xxxxxx Xxxxx custodian for Xxxxx Xxxxxxxx
Name:
Xxxxxx Xxxxx, custodian for Xxxxxxx Xxxxxxxx
/s/
Xxxx Xxxx custodian for Xxxxx Xxxxx
Name:
Xxxx Xxxx, custodian for Xxxxx Xxxxx
/s/
Xxxxxxxx Xxxxxx
Name:
Xxxxxxxx Xxxxxx
/s/
Xxxxxxx Xxxx
Name:
Xxxxxxx Xxxx
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