exhibit41.htm


    EXHIBIT
4.1

    


    SECOND AMENDMENT TO
COMMON STOCK WARRANT

    


    This
SECOND AMENDMENT TO COMMON
STOCK WARRANT (“Second Amendment”) is made and entered into as of the 8th
day of June, 2010, by and between CHOCOLATE CANDY CREATIONS,
INC., a Delaware corporation (“CCC”) and __________
(“Holder”).

    


    WITNESSETH:

    


    WHEREAS, CCC had delivered to
Holder that certain Common Stock Warrant of CCC dated as of November 6, 2006, as
amended as of August 24, 2009 (the “Warrant”);

    


    WHEREAS, the parties have
agreed to further amend the Warrant as provided below.

    


    NOW, THEREFORE, in
consideration of the premises and mutual covenants contained herein, and for
good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, CCC and Holder agree as follows:

    


    TERMS

    


    
      	 
      	
              1.

            	
              Defined Terms.  Capitalized but
      undefined terms herein shall have the meanings given to them in the
      Warrant.

            


    

    


    
      	 
      	
              2.

            	
              Amendment to Warrants.

               

              (a)
      Paragraph (c)(2) of the Warrant is amended to add the words or “Pink OTC
      Markets, Inc.” after the word “Board” in the eighth and tenth lines
      thereof.

               

              (b)
      Paragraph (l) of the Warrant is amended and restated as
      follows:

            


    

    


     

    “(l)           DEFINITION
OF “CHANGE IN CONTROL”.  For the purposes of this Warrant, “Change in
Control” means the consummation of any transaction or series of related
transactions that (a) results in the holders of record of the Company’s capital
stock immediately prior to the transaction or transactions holding less than
fifty percent (50%) of the voting power of the Company immediately after the
transaction or transactions (b) or results in a majority of the members of the
Board of Directors following such transaction or transactions being individuals
who were not members of the Board of Directors prior to such transaction or
transactions, including the acquisition of the Company by another entity and any
reorganization, merger, consolidation or share exchange, or which results in the
sale of all or substantially all of the assets of the Company.”

    


    
      	 
      	
              3.

            	
              Reaffirmation.  CCC hereby
      reaffirms all covenants, representations, and warranties made by it, and
      all obligations owed by it, pursuant to the Warrant (to the extent the
      same is not amended herein) and agrees that all such covenants,
      representations and warranties shall be deemed to have been remade as of
      the date this Second Amendment becomes effective (unless a representation
      and warranty is stated to be given on and as of a specific date, in which
      case such representation and warranty shall be true, correct, and complete
      as of such date, except to the extent, if any, amended
      hereby).  CCC and the Holder acknowledge that the holders of at
      least 66 2⁄3% of the Warrants have consented to this Second
      Amendment.

            


    

     

    
      	 
      	
              4.

            	
              Reference to and Effect on the
      Warrant.  Except as specifically amended to or agreed to
      herein, the Warrant shall remain in full force and effect and is hereby
      ratified and confirmed.

            


    

     

    
      	 
      	
              5.

            	
              Execution in Counterparts.  This
      Second Amendment may be executed in any number of counterparts and by
      different parties hereto in separate counterparts, each of which when so
      executed and delivered shall be deemed to be an original and all of which
      taken together shall constitute one and the same document. Delivery of an
      executed counterpart of the Second Amendment by facsimile shall have the
      same effect as delivery of a manually executed counterpart of this Second
      Amendment.

            


    

     

    
      	 
      	
              6.

            	
              Headings.  Section headings in
      this Second Amendment are included herein for the convenience of reference
      only and shall not constitute a part of this Second Amendment for any
      other purpose.

            


    

     

    [Signatures
on Following Page]

    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    


    


    IN WITNESS WHEREOF, the
parties have caused this Second Amendment to be duly executed by their
respective authorized officers as of the day and year first above
written.

     

    
      	 
      	
              CHOCOLATE
      CANDY CREATIONS, INC.

            	 
      
	 
      	 
      	 
      	 
      
	 
      	
              By:
      __________________________

            	 
      
	 
      	
              Name:  Alyssa
      Cohen

            	 
      
	 
      	
              Title:    President

            	 
      
	 
      	 
      	 
      	 
      


    

     

    
      	 
      	
              WARRANT
      HOLDER:

               

            	 
      
	 
      	 
      	 
      	 
      
	 
      	
              By:

            	
               ________________________