AMENDMENT NO. 1 TO COMMON STOCK AND WARRANT PURCHASE AGREEMENT
AMENDMENT
NO. 1 TO
This
Amendment No. 1 (the “Amendment”) to the Common Stock and Warrant Purchase
Agreement, dated as of September 15th,
2006
(the “Purchase Agreement”), is made as of November 9, 2006 (the “Execution
Date”), by and among O2Diesel Corporation, a Delaware corporation (the
“Company”), and Energenics Holdings Pte Ltd (the “Purchaser”).
WHEREAS,
the parties previously entered into the Purchase Agreement; and
WHEREAS,
the parties have determined that it is important to correct the minimum purchase
amount in Section 1.4 of the Purchase Agreement.
NOW,
THEREFORE, in consideration of the mutual promises and covenants herein, the
receipt and sufficiency of which are hereby acknowledged, and intending to
be
legally bound, the parties hereto agree as follows:
1.
AMENDMENT TO SECTION 1.4 OF THE PURCHASE AGREEMENT.
The
last
sentence of Section 1.4 of the Purchase Agreement is hereby amended in its
entirety to read as follows:
“The
purchase of the Additional Shares shall occur if Energenics purchases * million
liters of O2D05 or the equivalent in any calendar year, pursuant to the Supply
Agreement.”
2.
GENERAL.
Except
as
herein provided, the Purchase Agreement shall remain in full force and effect.
[Remainder
of Page Intentionally Left Blank]
[*]
=
CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY
WITH
THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN
REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. OMITTED TEXT IS INDICATED
BY A
“*”.
The
foregoing agreement is hereby executed effective as of the date first set first
set forth above.
O2DIESEL
CORPORATION
By:
/s/
Xxxx X. Xxx
Name:
Xxxx X. Xxx
Title:
Chief
Executive Officer
ENERGENICS
HOLDINGS PTE LTD
By: /s/
Xxxxx Xxxxxxxx
Name:
Xxxxx
Xxxxxxxx
Title:
Director
[Signature
Page to Amendment No. 1 to Common Stock and Warrant Purchase
Agreement]