EXHIBIT 4.1
FIRST AMENDMENT TO COMMON STOCK WARRANT
This FIRST AMENDMENT TO COMMON STOCK WARRANT ("First Amendment") is made
and entered into as of the 24th day of August, 2009, 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 (the "Warrant");
WHEREAS, the parties have agreed to 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
1. Defined Terms. Capitalized but undefined terms herein shall have the
meanings given to them in the Warrant.
2. Amendment to Warrant. The title and first paragraph of the Warrant is
amended and restated as follows:
WARRANT TO PURCHASE COMMON STOCK
OF
CHOCOLATE CANDY CREATIONS, INC.
No. ___ This is to Certify that ___________ or assigns ("Holder"), is
entitled to purchase, subject to the provisions of this Warrant, from Chocolate
Candy Creations, Inc., a Delaware Corporation (the "Company") ________ shares of
fully paid, validly issued and nonassessable shares of common stock of the
Company ("Common Stock") at a price of $0.05 per share at any time or from time
to time during the period from November 6, 2006 until November 6, 2016 (the
"Exercise Period"), subject to adjustment as set forth herein; provided however
that this Warrant may not be exercised until the fifth anniversary of the date
hereof unless prior thereto a "Change in Control" (as hereafter defined) of the
Company has occurred in which event this Warrant may be exercised at any time
after seventy (70) days following such "Change in Control" until the expiration
of the Exercise Period. The number of shares of Common Stock to be received upon
the exercise of this Warrant and the price to be paid for each share of Common
Stock may be adjusted from time to time as hereinafter set forth. The shares of
Common Stock deliverable upon such exercise, and as adjusted from time to time,
are hereinafter sometimes referred to as "Warrant Shares" and the exercise price
of a share of Common Stock in effect at any time and as adjusted from time to
time is hereinafter sometimes referred to as the "Exercise Price".
3. 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 First 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 2/3 of the Warrants dated November 6, 2006 have consented to this
First Amendment.
4. 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.
5. Execution in Counterparts. This First 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 First
Amendment by facsimile shall have the same effect as delivery of a manually
executed counterpart of this First Amendment.
6. Headings. Section headings in this First Amendment are included herein for
the convenience of reference only and shall not constitute a part of this
First Amendment for any other purpose. [Signatures on Following Page]
IN WITNESS WHEREOF, the parties have caused this First Amendment to be duly
executed by their respective authorized officers as of the day and year first
above written.
CHOCOLATE CANDY CREATIONS, INC.
By:___________________________________
Name: Xxxxxx Xxxxx
Title: President
WARRANT HOLDER:
[NAME]
By:___________________________________
