Exhibit 4.1
AMENDMENT NO. 1
TO
STOCK PURCHASE AGREEMENT
This Agreement of Amendment is made this 8th day of January 2006 by and
between Biophan Technologies, Inc. a corporation organized under the laws of the
State of Nevada, with its principal offices at 150 Xxxxxx Xxxxxx Drive, Suite
215, Xxxx Xxxxxxxxx, New York 14586 (the "Company"), and SBI Brightline XI, LLC,
a California limited liability company with its principal offices at 000 Xxxxxxx
Xxxxxx Xxxxx, Xxxxx 0000, Xxxxxxx Xxxxx, Xxxxxxxxxx 00000 (the "Purchaser").
Reference is made to that certain Stock Purchase Agreement dated as of the
27th day of May 2005 by and between the Company and the Purchaser (the "Stock
Purchase Agreement").
Whereas the Company and the Purchaser desire to remove from the Stock
Purchase Agreement any ambiguity regarding the date and time at which the
Purchaser is obligated to purchase Tranche Shares (as such term is defined in
the Stock Purchase Agreement) and to make clear that the Tranche Closing Dates
(as such term is defined in the Stock Purchase Agreement), once determined by
the Company are not subject to negotiation between the Company and the
Purchaser.
Now therefore, in consideration of the foregoing and for other good and
valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the Company and the Purchaser hereby agreed that Section 3.1 of
the Purchase Agreement be and hereby is amended by deleting from the first
sentence thereof the words "unless the Company and the Purchaser have mutually
agreed on a different time or date with respect to such Closing" so that, as so
amended, Section 3.1 shall read in its entirety as follows:
3.01 Subject to the satisfaction or waiver of the conditions precedent set
forth in Sections 3.2 and 3.3, the closing of a purchase of Tranche Shares
by the Purchaser pursuant to this Agreement (each, a "Closing") shall
occur at 10:00 a.m. on the date specified in the Election Notice delivered
by the Company with respect to such Tranche Shares (the time and date of
the Closing of a particular Tranche is referred to herein as the "Tranche
Closing Date"). Unless otherwise agreed by the Company and the Purchaser,
each Closing shall occur at the offices of SBI, Newport Beach, California.
Except as specifically amended hereby, the Stock Purchase Agreement shall
remain in full force and effect without addition or alteration.
In witness whereof, the Company and the Purchaser have executed this
Agreement of Amendment as of the 8th day of January 2006.
BIOPHAN TECHNOLOGIES, INC. SBI BRIGHTLINE XI, LLC
By: /s/ Xxxxxxx X. Xxxxxx By: /s/ Xxxxxx Xxxxxxx
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Xxxxxxx X. Xxxxxx Xxxxxx Xxxxxxx
Chief Executive Officer Managing Member
