AMENDMENT TO PREFERRED STOCK PURCHASE AGREEMENT DATED DECEMBER 4, 2009
AMENDMENT
TO
DATED
DECEMBER 4, 2009
THIS AMENDMENT (this “Amendment”), dated as
of this 22nd day of
April, 2010, is made by and between MedClean Technologies, Inc., a Delaware
corporation (the “Company”), and Socius
Capital Group, LLC, a Delaware limited liability company, dba Socius Life
Sciences Capital Group, LLC (including its designees, successors and assigns,
“Investor”).
WITNESSETH:
WHEREAS, the Company and the Investor
are parties to a Preferred Stock Purchase Agreement, dated December 4, 2009 (the
“Preferred Stock
Purchase Agreement”); and
WHEREAS, the Company and the Investor
have each separately determined that it is in the parties’ collective best
interests to amend the Preferred Stock Purchase Agreement as set forth
herein.
NOW, THEREFORE, for and in
consideration of the premises and the mutual covenants and agreements herein
contained, the Company and the Investor do hereby agree as follows:
|
(1)
|
The
Company and the Investor hereby agree to replace Section 2.3(g) of the
Preferred Stock Purchase Agreement in its entirety with the language
attached hereto in Exhibit
A
|
|
(2)
|
The
Company and the Investor hereby agree to continue to be bound by the terms
and conditions of the Preferred Stock Purchase
Agreement.
|
|
(3)
|
The
Company and the Investor represent and warrant to each other that all
necessary action taken by the parties for the authorization, execution and
delivery of this Amendment and the performance of its obligations
thereunder have been duly taken and this Amendment, when executed and
delivered by the Company, assuming due execution and delivery of this
Amendment by the Investor, shall constitute a legally binding obligation
of the Company and the Investor, enforceable against each of them in
accordance with its terms.
|
|
(4)
|
This
Amendment contains the entire understanding between the parties with
respect to the subject matter of this Agreement and supersedes all prior
agreements and understandings, both written and oral, among the parties to
this Agreement with respect to the subject matter of this
Agreement.
|
|
(5)
|
This
Amendment applies only to the specific instances set forth
herein. No other amendment by the Company and the Investor is
granted or intended except as expressly set forth herein, and the Company
and the Investor expressly reserve the right, now and at all times
hereafter, to require strict compliance with the terms of the Preferred
Stock Purchase Agreement in all other respects, whether in connection with
any future transaction in respect of similar matters to those amended
herein, or otherwise.
|
|
(6)
|
It
is the intention of the parties hereto that this Amendment and the
performance hereunder and all suits and special proceedings hereunder be
construed in accordance with and under and pursuant to the laws of the
State of New York and that in any action, special proceeding or other
proceedings that may be brought arising out of, in connection with or by
reason of this Amendment, the law of the State of New York shall be
applicable and shall govern to the exclusion of the law of any other
forum, without regard to the jurisdiction on which any action or special
proceeding may be instituted.
|
|
(7)
|
This
Amendment may be executed in any number of counterparts, each of which
shall be an original but all of which together shall constitute one and
the same instrument.
|
|
(8)
|
In
case any provision of this Amendment shall be held to be invalid, illegal
or unenforceable, such provision shall be severable from the rest of this
Amendment, and the validity legality and enforceability of the remaining
provisions shall not in any way be affected or impaired
thereby.
|
[-Signature
page follows-]
IN WITNESS WHEREOF, this
Amendment has been executed as of this 22nd day of
April, 2010.
|
By: Xxxxx
Xxxx
Name:
Xxxxx X. Xxxx
Title:
President and Chief Executive Officer
By:
Xxxxxx
X.
Xxxxxxxx
Name:
Xxxxxx X. Xxxxxxxx
Title:
Treasurer and Chief Financial Officer
SOCIUS
LIFE SCIENCES CAPITAL GROUP, LLC
By:
Xxxxx
Xxxxxx
Name:
Xxxxx Xxxxxx
Title:
Managing Director
|
Exhibit
A
Amendment
to Section 2.3(g) of
2.3(g) Limitation on the
Obligations to Purchase and Sell. Notwithstanding any other
provision contained herein, in the event the Closing Bid Price or Closing Sale
Price of the Common Stock during any one or more of the 9 Trading Days following
the Tranche Notice Date falls below 75.0% of the Closing Bid Price on the
Tranche Notice Date the Tranche Closing shall not occur.
