WARRANT AMENDMENTWarrant Amendment • May 5th, 2011 • Cdex Inc • Measuring & controlling devices, nec • New York
This WARRANT AMENDMENT (“Amendment”) is made effective this 29th day of April, 2011, by and between CDEX Inc., a Nevada corporation (“Company”), and GEMINI MASTER FUND, LTD., a Cayman Islands company (“Holder”).
AMENDMENT AND CONVERSION AGREEMENTAmendment and Conversion Agreement • May 5th, 2011 • Cdex Inc • Measuring & controlling devices, nec • New York
This Amendment and Conversion Agreement (“Agreement”) is entered into as of April 27, 2011 by and between CDEX Inc., a corporation organized under the laws of the State of Nevada (the “Company”), and Gemini Master Fund, Ltd., a Cayman Islands company (“Holder”).
ContractConvertible Security Agreement • May 5th, 2011 • Cdex Inc • Measuring & controlling devices, nec • New York
NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.
