Amendment No. 1 to Notice of Stock Option Grant & Stock Option Agreement



 Exhibit 10.49 
 AMENDMENT NO. 1 
 TO 
 ORANGE 21 INC. 
 NOTICE OF STOCK OPTION GRANT AND 
 STOCK OPTION AGREEMENT 
 This Amendment
No. 1 to Notice of Stock Option Grant and Stock Option Agreement (the “Amendment”) is entered into as of May 26, 2009 by and between Orange 21 Inc., a Delaware corporation (the “Company”) and Jerry Collazo
(“Optionee”). 
 RECITALS 
 WHEREAS, the Company and the Optionee have entered into the Notice of Stock Option Grant and Stock Option Agreement, dated as of August 29, 2007, for a total award of 150,000 shares (the
“Agreement”); and 
 WHEREAS, the Company and the Optionee desire to amend the Agreement in accordance with the terms
of this Amendment. 
 NOW, THEREFORE, for good and valuable consideration, receipt of which is hereby acknowledged, the Company and
Optionee hereby agree to amend the Agreement as follows: 
 1. Except as otherwise provided herein, capitalized terms used in this Amendment
shall have the definitions set forth in the Agreement. 
 2. The paragraph captioned “Exercise Price Per Share” in the Notice of
Stock Option Grant is hereby amended and restated as follows: 
 “$1.50.” 
 3. The paragraph captioned “Exercise Price Per Share” in the Notice of Exercise of Stock Option is hereby amended and restated as follows:

 “$1.50.” 
 4.
Except specifically set forth herein, all of the terms and provisions of the Agreement shall remain unchanged, unmodified and in full force and effect, and the Agreement shall be read together and construed with this Amendment. This Amendment shall
be deemed an amendment to the Agreement, as of the date hereof. 
 5. In the event of any conflict between the terms of this Amendment and
the Agreement, the terms of this Amendment shall govern and control. This Amendment shall be governed by and construed under the laws of the State of Delaware without regard to choice of laws or conflict of laws provisions thereof. This Amendment
may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. If one or more provisions of this Amendment are held to be 








 
unenforceable under applicable law, such provision shall be excluded from this Amendment and the balance of the Amendment shall be interpreted as if such
provision were so excluded and shall be enforceable in accordance with its terms. This Amendment, together with the Agreement, constitutes the full and entire understanding and agreement between the parties with regard to the subjects hereof and
thereof. 
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 IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first written above.

  

			
	ORANGE 21 INC.,
	a Delaware corporation
		
	 By:
	 	 /s/ A. Stone Douglass

	 Name:
	 	 A. Stone Douglass

	 Title:
	 	 Chief Executive Officer

	
	OPTIONEE
		
	 By:
	 	 /s/ Jerry Collazo

	 Name:
	 	 Jerry Collazo

	 Title:
	 	 Chief Financial Officer



 [SIGNATURE PAGE TO AMENDMENT NO. 1 TO ORANGE 21 INC. 
 NOTICE OF STOCK OPTION GRANT AND STOCK OPTION AGREEMENT] 
  

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