AMENDMENT TO AGREEMENT
AMENDMENT
TO AGREEMENT
THIS
AMENDMENT TO AGREEMENT
("Amendment") is dated as of this 9th
day of
July, 2008 between
Xxxxxxxxx Plaza ("Purchaser"), and Pharma-Bio Serv, Inc. (the
"Company").
RECITALS
WHEREAS,
the
Sellers (as defined in the SPA) and Purchaser entered into that certain
Securities Purchase Agreement dated December 12, 2007, as amended on even date
herewith (the "SPA") pursuant to which Purchaser had agreed to purchase warrants
to purchase an aggregate of Four Hundred Sixty Six Thousand, Six Hundred Sixty
Seven (466,667) shares of common stock, par value $0.0001 (the "Warrants")
of
the Company in consideration for $0.77 per Warrant; and
WHEREAS,
the
Company and Purchaser entered into that certain Agreement dated December 12,
2007 (the "Agreement"), pursuant to which the Company was to pay an aggregate
of
Three Hundred Fifty Nine Thousand, Three Hundred and Thirty Three and 59/100
Dollars ($359,333.59) to Purchaser; and
WHEREAS,
the
Sellers and Purchaser desire to amend the SPA as provided in a separate
agreement and the Company and Purchaser desire to amend the Agreement by
entering into this Amendment.
NOW,
THEREFORE,
for
good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties agree as follows:
TERMS
1. Definitions.
Capitalized terms used herein and not defined herein shall have the meaning
ascribed to such term as set forth in the Agreement and all references to
Sections, shall mean the Sections of the Agreement unless reference is made
to
another document. Capitalized terms used herein and defined herein shall be
substituted for any identical capitalized terms in the Agreement.
2. Amendment
to Agreement.
The
Agreement shall be amended as follows:
2.1 Section
0.
Section
0 is deleted in its entirety and shall be identified as Section 1 and amended
as
follows:
"1. Agreement
to Exercise Warrants.
Upon
the terms and conditions herein contained, Purchaser hereby agrees to exercise
the Warrants simultaneously with the closing of the SPA. Purchaser shall
exercise warrants by completing the completing the Purchase Form attached to
each of the certificates evidencing the Warrants and submitting the completed
Purchase Forms to the Company."
2.2 References
to Notes.
Any and
all references to Promissory Notes or Notes, whether in the singular or plural,
are hereby deleted in their entirety from the Agreement.
3. Full
Force and Effect.
Except
as specifically amended, modified or supplemented by this Amendment, the
Agreement, as amended, shall remain unchanged and in full force and
effect.
4. Counterparts.
This
Amendment may be executed in any number of counterparts and by facsimile, each
of which shall be deemed an original and all the counterparts taken together
shall be deemed to constitute one and the same instrument.
5. Governing
Law.
This
Amendment shall be governed by, and construed in accordance with, the laws
of
the State of New York, without regard to its conflict of laws principles, and
shall be subject to the terms and provisions of the Agreement, as amended
hereby.
[Signatures
on following page]
IN
WITNESS WHEREOF,
the
Company and Purchaser have caused this Amendment to be duly executed by an
authorized representative, as of the date first above written.
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PURCHASER:
/s/
Xxxxxxxxx Plaza
Name:
Xxxxxxxxx Plaza
000
Xxxxxx Xxxxx Xxxx
Xxxxxx,
Xxxxxx Xxxx 00000
THE
COMPANY:
By:/s/
Xxxxxxxxx Plaza
Name:
Xxxxxxxxx Plaza
Title:
President & CEO
000
Xxxxxx Xxxx, Xxxxx 000
Xxxxxx,
Xxxxxx Xxxx 00000
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