AMENDMENT TO
UNIT PURCHASE OPTIONS
This AMENDMENT TO UNIT PURCHASE OPTIONS (this "Amendment"), dated
November 2, 2006, is made by and between Ardent Acquisition Corporation (the
"Company") and the holders designated on the signature page hereof ("Holders"),
to those certain Unit Purchase Options referred to below.
WHEREAS, the Company issued those certain Unit Purchase Options, dated
February 24, 2005 (the "Unit Purchase Options"), in connection with the
Company's initial public offering and the Holders are the owners of the Unit
Purchase Options; and
WHEREAS, the parties hereto have agreed that the Unit Purchase Options
be amended as set forth herein to clarify the understanding between the parties
with respect to the terms of the Unit Purchase Options effective as of the date
of their issuance.
NOW, THEREFORE, in consideration of the premises and of the agreements
contained herein, the parties hereto hereby agree as follows:
1. The Unit Purchase Options are hereby amended by adding the
following new Section 2.4 to such Unit Purchase Options:
"2.4 NO OBLIGATION TO NET CASH SETTLE. Notwithstanding anything to
the contrary contained in this Purchase Option, if the Company is
unable to deliver any securities pursuant to the exercise of this
Purchase Option as a result of its inability to satisfy its
registration requirements set forth in Section 5 hereof, the Company
will have no obligation to pay such registered holder any cash or
otherwise "net cash settle" the Warrants."
2. Section 5.3 of the Unit Purchase Options is hereby deleted in
its entirety.
3. Upon the due execution and delivery of this Amendment by the
parties hereto, on and after the date hereof each reference in the Unit Purchase
Options to this "Purchase Option", "hereunder", "hereof", "herein" or words of
like import referring to the Unit Purchase Options shall mean and be a reference
to the Unit Purchase Options, as amended hereby. Except as specifically amended
above, the Unit Purchase Options shall remain in full force and effect and is
hereby ratified and confirmed.
4. This Amendment may be executed in one or more counterparts,
and by the different parties hereto in separate counterparts, each of which
shall be deemed to be an original, but all of which taken together shall
constitute one and the same agreement, and shall become effective when one or
more counterparts has been signed by each of the parties hereto and delivered to
each of the other parties hereto.
IN WITNESS WHEREOF, the parties have executed this AMENDMENT TO UNIT
PURCHASE OPTIONS as of the date first set forth above.
ARDENT ACQUISITION CORPORATION
By: /s/ Xxxxx X. Xxxxxx
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Name: Xxxxx X. Xxxxxx
Title: Chief Executive Officer
2
HOLDERS:
EARLYBIRDCAPITAL, INC.
By: /s/ Xxxxxx Xxxxxx
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Name: Xxxxxx Xxxxxx
Title: Chief Executive Officer
3
MAXIM GROUP LLC
/s/ Xxxxx Xxxxxx
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Name: Xxxxx Xxxxxx
Title: Managing Director
4
By: /s/ Xxxxx X. Xxxxxxxx
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Xxxxx X. Xxxxxxxx
5
By: /s/ Xxxxx Xxxxxx
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Xxxxx Xxxxxx
6
By: /s/ Xxx Xxxx
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Xxx Xxxx
7
By: /s/ Xxxxxx Xxxxx
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Xxxxxx Xxxxx
8
