EXHIBIT 4.27
TWELFTH EXTENSION AGREEMENT
TWELFTH EXTENSION AGREEMENT, dated as of September 30, 1996, by and between
VITAFORT INTERNATIONAL CORPORATION, a Delaware corporation, and CONTINENTAL
STOCK TRANSFER & TRUST COMPANY.
WHEREAS, the parties hereto are the parties to a Warrant Agency Agreement
(the Warrant Agency Agreement"), dated as of December 19, 1989, as amended by an
Extension Agreement (the "Extension Agreement"), dated as of December 18, 1992,
as further amended by a Second Extension Agreement (the "Second Extension
Agreement"), dated as of December 18, 1994, as further amended by a Third
Extension Agreement, dated as of January 18, 1995 (the "Third Extension
Agreement"), as further amended by a Fourth Extension Agreement, dated as of
April 3, 1995 (the "Fourth Extension Agreement"), as further extended by a Fifth
Extension Agreement, dated as of May 3, 1995 (the "Fifth Extension Agreement"),
as further extended by a Sixth Extension Agreement, dated as of June 15, 1995,
as further extended by a Seventh Extension Agreement, dated as of July 17, 1995
(the "Seventh Extension Agreement), as further extended by an Eighth Extension
Agreement, dated as of August 16, 1995 (the "Eighth Extension Agreement"), as
further extended by a Ninth Extension Agreement, dated as of December 31, 1995
(the "Ninth Extension Agreement"), as further extended by a Tenth Extension
Agreement, dated as of April 30, 1996 (the "Tenth Extension Agreement") and as
further extended by an Eleventh Extension Agreement, dated as of September 30,
1996 (the "Eleventh Extension Agreement") (the Warrant Agency Agreement, the
Extension Agreement, the Second Extension Agreement, the Third Extension
Agreement, the Fourth Extension Agreement, the Fifth Extension Agreement, the
Sixth Extension Agreement, the Seventh Extension Agreement, the Eighth Extension
Agreement, the Ninth Extension Agreement, the Tenth Extension Agreement and the
Eleventh Extension Agreement are collectively referred to as the "Amended
Warrant Agency Agreement") and now desire to further amend the same;
NOW, THEREFORE, it is agreed as follows:
1. All defined terms shall have the meaning given them in the Amended
Warrant Agency Agreement unless otherwise defined herein.
2. Section 5 of the Warrant Agency Agreement is amended to provide that
the period during which the Warrants may be exercised shall expire at 5:00 P.M.
New York City Time on November 15, 1996. The period from October 1, 1996 to
November 15, 1996 shall be referred to as the Twelfth Extension Period. The
Warrant Agent is authorized to affix a stamp to certificates for the Warrants
indicating the Twelfth Extension Period.
3. The Warrant Price during the Twelfth Extension Period shall be $2.375,
subject to adjustment as set forth in Section 4 of the Extension Agreement.
4. This Twelfth Extension Agreement may only be changed by an instrument
in writing executed by the parties hereto. This Twelfth Extension Agreement
shall be governed by the laws of the State of New York as they are applied to
contracts to be performed entirely within the State of New York.
5. Except as specifically amended hereby the Amended Warrant Agency
Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have set their hands and seals as of
the day and year first above written.
VITAFORT INTERNATIONAL CORPORATION
By: /s/ Xxxx Xxxxxxx
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Xxxx Xxxxxxx, President and Chief
Executive Officer
CONTINENTAL STOCK TRANSFER & TRUST COMPANY
By: /s/ Xxxxx Xxxxxx
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Xxxxxx Xxxxxx, Chairman
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