FIRST AMENDMENT TO WARRANT TO PURCHASE COMMON STOCK
FIRST AMENDMENT TO
WARRANT TO PURCHASE COMMON STOCK
This First Amendment (the “Amendment”) to Warrant to Purchase Common Stock (the “Warrant”), is made and entered into effective as of June 10, 2013 (the “Effective Date”), by and between The SpendSmart Payments Company, a Colorado corporation (the “Company”) and the undersigned (the “Holder”). Capitalized terms used but not otherwise defined herein shall have the same meanings as set forth in the Warrant.
“(b) Exercise Price. The exercise price per share of the Common Stock under this Warrant shall be $2.25 (the “Exercise Price”).
(i) The purchase rights represented by this Warrant shall be deemed exercised by delivery before the Termination Date of all of the following: (i) a signed copy of the Election to Participate and Exercise Warrant (as defined in that certain Offer to Amend and Exercise Warrants to Purchase Common Stock of The SpendSmart Payments Company dated June 10, 2013 (the “Offer to Amend and Exercise”), (ii) a signed copy of an Accredited Investor Questionnaire (as defined in the Offer to Amend and Exercise), (iii) the original copy of this Warrant (or an Affidavit of Lost Warrant in the form required by the Offer to Amend and Exercise) for cancellation, and (iv) cash in the amount equal to $2.25 per share multiplied by the number of Warrant Shares the Holder elects to purchase (collectively, the “Acceptance and Exercise Documents”). cash may be tendered in the form of a check payable to The SpendSmart Payments Company or by wire transfer to the Company’s account as set forth in the Election to Participate and Exercise Warrant. Each of the Acceptance and Exercise Documents must be properly delivered, before the Termination Date to: The SpendSmart Payments Company, 0000 Xxxxxxxxx Xxxx, Xxxxx 000, Xxx Xxxxxx, XX 00000. This Amendment shall be deemed ineffective and null and void if all of the Acceptance and Exercise Documents are not delivered in accordance herewith prior to the Termination Date.
(ii) Upon the exercise of this Warrant in compliance with the provisions of Section 2(a) as promptly as reasonably practicable, the Company shall issue and deliver to the person or persons entitled to receive the same a certificate or certificates for that number of Warrant Shares issuable upon such exercise. In the event that the rights under this Warrant are exercised in part and have not expired, the Company shall execute and deliver a new Warrant reflecting the number of Warrant Shares that remain subject to this Warrant.
7. Governing Law. This Amendment shall be governed, construed and interpreted in accordance with the laws of the State of New York, without giving effect to principles of conflicts of law.