SECOND AMENDMENT TO COMMON STOCK WARRANT
EXHIBIT
4.1
SECOND AMENDMENT TO
COMMON STOCK WARRANT
This
SECOND AMENDMENT TO COMMON
STOCK WARRANT (“Second Amendment”) is made and entered into as of the 8th
day of June, 2010, by and between CHOCOLATE CANDY CREATIONS,
INC., a Delaware corporation (“CCC”) and __________
(“Holder”).
WITNESSETH:
WHEREAS, CCC had delivered to
Holder that certain Common Stock Warrant of CCC dated as of November 6, 2006, as
amended as of August 24, 2009 (the “Warrant”);
WHEREAS, the parties have
agreed to further amend the Warrant as provided below.
NOW, THEREFORE, in
consideration of the premises and mutual covenants contained herein, and for
good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, CCC and Holder agree as follows:
TERMS
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1.
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Defined Terms. Capitalized but
undefined terms herein shall have the meanings given to them in the
Warrant.
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2.
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Amendment to Warrants.
(a)
Paragraph (c)(2) of the Warrant is amended to add the words or “Pink OTC
Markets, Inc.” after the word “Board” in the eighth and tenth lines
thereof.
(b)
Paragraph (l) of the Warrant is amended and restated as
follows:
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“(l) DEFINITION
OF “CHANGE IN CONTROL”. For the purposes of this Warrant, “Change in
Control” means the consummation of any transaction or series of related
transactions that (a) results in the holders of record of the Company’s capital
stock immediately prior to the transaction or transactions holding less than
fifty percent (50%) of the voting power of the Company immediately after the
transaction or transactions (b) or results in a majority of the members of the
Board of Directors following such transaction or transactions being individuals
who were not members of the Board of Directors prior to such transaction or
transactions, including the acquisition of the Company by another entity and any
reorganization, merger, consolidation or share exchange, or which results in the
sale of all or substantially all of the assets of the Company.”
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3.
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Reaffirmation. CCC hereby
reaffirms all covenants, representations, and warranties made by it, and
all obligations owed by it, pursuant to the Warrant (to the extent the
same is not amended herein) and agrees that all such covenants,
representations and warranties shall be deemed to have been remade as of
the date this Second Amendment becomes effective (unless a representation
and warranty is stated to be given on and as of a specific date, in which
case such representation and warranty shall be true, correct, and complete
as of such date, except to the extent, if any, amended
hereby). CCC and the Holder acknowledge that the holders of at
least 66 ⅔% of the Warrants have consented to this Second
Amendment.
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4.
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Reference to and Effect on the
Warrant. Except as specifically amended to or agreed to
herein, the Warrant shall remain in full force and effect and is hereby
ratified and confirmed.
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5.
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Execution in Counterparts. This
Second Amendment may be executed in any number of counterparts and by
different parties hereto in separate counterparts, each of which when so
executed and delivered shall be deemed to be an original and all of which
taken together shall constitute one and the same document. Delivery of an
executed counterpart of the Second Amendment by facsimile shall have the
same effect as delivery of a manually executed counterpart of this Second
Amendment.
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6.
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Headings. Section headings in
this Second Amendment are included herein for the convenience of reference
only and shall not constitute a part of this Second Amendment for any
other purpose.
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[Signatures
on Following Page]
IN WITNESS WHEREOF, the
parties have caused this Second Amendment to be duly executed by their
respective authorized officers as of the day and year first above
written.
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By:
__________________________
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Name: Xxxxxx
Xxxxx
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Title: President
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WARRANT
HOLDER:
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By:
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________________________
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