Exhibit
4.1


 


AMENDMENT
NO. 2 TO WARRANT AND PUT OPTION AGREEMENT


 


This AMENDMENT NO. 2 (the “Second
Amendment”) to the WARRANT AND PUT OPTION AGREEMENT (the “Agreement”)
originally dated as of November 30, 2006, by and between Gian Luigi Buitoni.
(the “Lead Investor”) and Xenomics, Inc. (the “Company”), as amended August 29,
2007 is dated as of October 30, 2007.


WITNESSETH:


 


 


                WHEREAS, on November 30, 2006,
the Lead Investor and the Company entered into the Agreement and amended such
Agreement on August 29, 2007; and


 


                WHEREAS, the parties now desire
to amend Section 3(b) of such Agreement in order to preserve the Company’s
right to exercise the Maximum Put Amount in December 2007;


 


                NOW, THEREFORE, in consideration
of and for the mutual promises and covenants contained herein, and for other
good and valuable consideration, the receipt of which is hereby acknowledged,
the Agreement is hereby amended as follows:


 


                1.             The last sentence of the definition of “Maximum Put
Amount” in Section 3(b)(i) is hereby replaced in its entirety with “In no event
shall the Maximum Put Amount exceed $1,500,000.”


 


                2.             Section 3(b)(ii) shall be replaced in its entirety with
the following:


 


                                “In
the event the Financing Condition has not been met, upon written
notice from the Company on February 26, 2008 (the “Put Closing Date”), by
February 27, 2008, the Lead Investor shall purchase the number of Units
specified in such notice up to the Maximum Put Amount divided by the applicable
Exercise Price.  On the Put Closing Date, the Lead Investor shall
surrender this Warrant and the full Exercise Price of the Units specified in
the Notice in immediately available funds against the Company’s delivery of
Lead Investor’s Securities.  If less than all of the Investor’s Securities
which may then be acquired on the exercise of this Warrant are specified in the
Notice, the Company shall cancel this Warrant and issue and deliver to the Lead
Investor a new Warrant for the Lead Investor’s Securities remaining.”


 


                3.             (A)          This
Second Amendment shall be construed and interpret­ed in accordance with the
laws of the State of New York without giving effect to the conflict of laws
rules thereof or the actual domiciles of the parties.


 


                                (B)           Except as amended hereby, the terms
and provisions of the Agreement shall remain in full force and effect, and the
Agreement is in all respects ratified and confirmed. On and after the date of
this Second Amendment, each reference in the Agreement to the “Agree-


 


 


 

















 


ment”,
“hereinafter”, “herein”, “hereinafter”, “hereunder”, “hereof”, or words of like
import shall mean and be a reference to the Agreement as amended by this Second
Amendment.


 


                                (C)           This Second Amendment may be executed
in one or more counter­parts, each of which shall be deemed an original and all
of which taken together shall constitute a single Amendment.


 


                IN WITNESS WHEREOF, the parties hereto have executed
this Second Amendment as of the date first stated above.


 


 


	
   

  	
   

  	
  LEAD INVESTOR

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Gianluigi
  Longinotti-Buitoni

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  XENOMICS, INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:
  Gianluigi Longinotti-Buitoni

  
	
   

  	
   

  	
   

  	
  Title:
  Executive Chairman

  
						



 


 


 


 


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