Exhibit (4)(12)
AMENDMENT NO. 1 TO THE
SERIES J WARRANT
OF
MARKETING WORLDWIDE CORPORATION
This Amendment No. 1 (this "Amendment"), dated as of September 27, 2007, by and
among Marketing Worldwide Corporation, a Delaware corporation (the "Company"),
and Vision Opportunity Master Fund, Ltd. (the "Purchaser") hereby amends the
Series J Warrant (No. X-X-07-01) to purchase shares of Common Stock of the
Company dated April 23, 2007 and issued to the Purchaser (the "Warrant"). Terms
used in this Amendment without definition shall have the meanings given them in
the Warrant.
WHEREAS, the Company and the Purchaser entered into the Series A Convertible
Preferred Stock Purchase Agreement (the "Agreement") dated as of April 23, 2007
wherein the Purchaser was issued the Warrant;
WHEREAS, the Company and the Purchaser now desire to amend the Warrant as more
fully set forth herein; and
WHEREAS, this Amendment will be effective when it is executed by the Company.
NOW THEREFORE, in consideration of the premises and the agreements hereinafter
set forth, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged by the each of the parties, the
parties hereby amend the Warrant as follows:
1. Section 7: Ownership Cap and Exercise Restriction. Section 7 is hereby
deleted in its entirety.
2. Section 9: Definitions. The definition of "Warrant Price" in Section 9 is
hereby deleted in its entirety and replaced with the following: "Warrant Price"
initially means $0.50, as such price may be adjusted from time to time as shall
result from the adjustments specified in this Warrant, including Section 4
hereto.
3. Full Force and Effect. Except to the extent the Warrant is modified by this
Amendment, the other terms and provisions of the Warrant shall remain unmodified
and in full force and effect.
* * *
IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 1 to the
Series J Warrant as of the date first above written.
The Company:
MARKETING WORLDWIDE CORPORATION
By: /s/ XXXXXXX WINZKOWSKI
--------------------------------
Name: Xxxxxxx Winzkowski
Title: President & CEO
ACKNOWLEDGED AND AGREED TO:
VISION OPPORTUNITY MASTER FUND, LTD.
By: /s/ XXXX XXXXXXXX
--------------------------------
Name: Xxxx Xxxxxxxx
Title: Director
