EXHIBIT B
AMENDMENT TO WARRANT
TO PURCHASE SHARES OF COMMON STOCK
THIS AMENDMENT TO WARRANT TO PURCHASE SHARES OF COMMON STOCK (this
"AMENDMENT") is entered into as of the 28th day of June, 2004 (the "EFFECTIVE
DATE"), by and between VitalStream Holdings, Inc., a Nevada corporation (the
"COMPANY") and ________________ (the "WARRANT HOLDER"). Each of the Company and
the Warrant Holder are individually referred to herein as a "PARTY" and
collectively as the "PARTIES." Capitalized terms not expressly defined herein
shall have the meaning set forth in the Warrant (as such term is defined below).
RECITALS
WHEREAS the Company issued to the Warrant Holder a warrant to purchase
shares of common stock of the Company pursuant to the terms of that certain
Warrant to Purchase ____________ Shares of Common Stock dated as of June 14,
2004, Certificate No. ___ (the "WARRANT"); and
WHEREAS, the Parties desire to amend the Warrant as set forth herein.
AGREEMENT
NOW, THEREFORE, for good and valuable consideration, the receipt, adequacy
and legal sufficiency of which are hereby acknowledged, the Parties hereby agree
as follows:
1. Warrant Price. The "Warrant Price" as defined in the introductory
paragraph of the Warrant is hereby changed to $0.6075135 per share.
2. Warrant Shares. The "Warrant Shares" as defined in the introductory
paragraph of the Warrant is hereby changed to __________ shares.
3. Enforceability of this Amendment. This Amendment shall be a valid
and binding obligation of the Company upon execution hereof by the Company,
whether or not this Warrant Amendment is executed by the Warrantholder.
4. Continuing Enforceability. Other than as specifically set forth in
this Amendment, the Warrant shall remain unaffected by this Amendment, and the
Warrant shall continue in full force and effect, subject to the terms and
conditions thereof.
5. Further Assurances. Each of the Parties shall execute any and all
further documents, agreements and instruments, and take all further actions
which may be required or desirable under applicable law, or which the other
Party may, in its reasonable discretion, request in order to effectuate the
transactions contemplated by this Amendment.
6. Facsimile Signature and Counterparts. This Amendment may be executed
by facsimile signature and in separate counterparts, each of which is deemed to
be an original and all of which taken together constitute one and the same
instrument.
IN WITNESS WHEREOF, the Parties hereto have executed this Amendment to
Warrant to Purchase Shares of Common Stock as of the Effective Date.
COMPANY: WARRANT HOLDER:
VITALSTREAM HOLDINGS, INC. __________________________________
PRINT NAME
By:_______________________________ By:_______________________________
Name:_____________________________ Name:_____________________________
Title:____________________________ Title:____________________________
