AMENDMENT TO WARRANT TO PURCHASE COMMON STOCK
AMENDMENT
TO WARRANT TO PURCHASE
COMMON STOCK
This
Amendment to Warrant to Purchase Common stock (this “Amendment”) is
entered into as of July 1, 2007. Reference is made to the Warrant to
Purchase Common Stock dated as of October 25, 2006 (the “Original
Warrant”) made by AUXILIO, INC. (the “Company”) in favor of CAMBRIA
INVESTMENT FUND, L.P., a California limited partnership (“Holder”), and
the other Holders (as defined therein). As part of the
consideration for the Holders entering into the Amended and Restated Loan and
Security Agreement dated as of the date hereof, which, among other things
extends the maturity date of the Original Principal (as defined therein), the
Company agrees that all of the 750,000 Warrant Shares (as defined in the
Original Warrant) shall all be fully vested as of the date hereof.
Other
than as described herein, the Company hereby ratifies and reaffirms all of
the
terms and conditions of the Original Warrant.
IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed
as
of the day and year set forth above.
“Company”
AUXILIO,
INC.,
a
Nevada
corporation
By:____________________________________________________
Name:
Title:
“Holder”
CAMBRIA
INVESTMENT FUND, L.P.
a
California limited
partnership
By: CAMBRIA
INVESTMENT
ADVISORS, LLC
a California limited liability company,
its
general partner
By:
_____________________________
Xxxx
X. Xxxxxxxxxx,
President
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