EXHIBIT 4.28
THIRTEENTH EXTENSION AGREEMENT
Thirteenth EXTENSION AGREEMENT, dated as of November 15, 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"), as
further extended by an Eleventh Extension Agreement, dated as of July 31, 1996
(the "Eleventh Extension Agreement") and as further extended by a Twelfth
Extension Agreement, dated as of September 30, 1996 (the "Twelfth 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, the Eleventh Extension Agreement and
the Twelfth 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
April 15, 1997. The period from November 15, 1996 to April 15, 1997 shall be
referred to as the Thirteenth Extension Period. The Warrant Agent is authorized
to affix a stamp to certificates for the Warrants indicating the Thirteenth
Extension Period.
3. The Warrant Price during the Thirteenth Extension Period shall be
$2.375, subject to adjustment as set forth in Section 4 of the Extension
Agreement. (The parties acknowledge that due to a reverse stock split effected
October 4, 1996, the exercise price of the Warrants is $47.50 per share.)
4. This Thriteenth Extension Agreement may only be changed by an
instrument in writing executed by the parties hereto. This Thirteenth 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/ Xxxxxx Xxxxxx
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Xxxxxx Xxxxxx, Chairman
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