Exhibit 10.158
AMENDMENT NUMBER 1
TO
EXCHANGE AGREEMENT
THIS AMENDMENT NUMBER 1 TO EXCHANGE AGREEMENT (this "Amendment") is
made on the 30th day of March, 2006, by and between Commodore Applied
Technologies, Inc., a Delaware corporation with its principal executive offices
located at 000 Xxxx 00xx Xxxxxx, Xxxxx 0000, Xxx Xxxx, Xxx Xxxx 00000 (the
"Company") and The Shaar Fund, Ltd. ("Shaar").
WITNESSETH:
WHEREAS, Shaar and the Company entered into an Exchange Agreement dated
as of December 28, 2005 (the "Exchange Agreement"); and
WHEREAS, Shaar and the Company wish to amend the Exchange Agreement in
accordance with the terms of this Amendment Number 1.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants contained herein, the parties hereto, intending to be legally bound,
hereby agree as follows:
1. The Exchange Agreement is hereby amended by revising the second
"WHEREAS" clause to read as follows:
WHEREAS, in April 2005, Shaar exchanged all of its Old Preferred Stock
(including all accrued and unpaid dividends thereon) for 395,302 shares of the
Company's Series I Convertible Preferred Stock, par value $0.001 per share (the
"Series I Preferred Shares")
2. The Exchange Agreement is hereby amended to add the following
Article XV:
XV
EFFECTIVE DATE
To the extent legally permissible (including, but not limited to, the
rules and regulation of the Securities and Exchange Commission), this Agreement
shall be deemed to be effective as of October 1, 2005 and the parties shall
treat the transactions described herein as being effective as of such date.
2. The foregoing amendment shall not affect any other term or provision
of the Exchange Agreement, which Exchange Agreement, as amended hereby, shall
continue in full force and effect and is hereby confirmed and approved by the
parties.
[SIGNATURE PAGE FOLLOWS]
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In Witness Whereof, the parties have caused this Agreement to be duly
executed and delivered as of the date first above written.
COMMODORE APPLIED TECHNOLOGIES, INC.
By: /s/ Xxxxx X. XxXxxxxxx
----------------------
Name: Xxxxx X. XxXxxxxxx
Title: Chief Financial Officer
THE SHAAR FUND, LTD.
By: SS&C Fund Services BVI
By: /s/ Maarten Xxxxxxx
-------------------
Name: Maarten Xxxxxxxx
Title: Director
By: /s/ Xxxxx Ijsseling
-------------------
Name: Xxxxx Ijsseling
Title: Director
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