ex10-1.htm


    EX 10.1

     

    

     

    December
19, 2008

     

    Investor

    Address

    Address

     

    
      	
               
      

            	
              RE:

            	
              Consent
      to modifications to the terms of Omnimmune Holdings, Inc. (“Omnimmune”)
      Unit Offering, including modifications to existing registration rights
      granted under the Registration Rights Agreement dated as of August 8, 2008
      (the “Existing Registration Rights Agreement”); Capitalized terms used but
      not defined herein shall have the meaning set forth in the Existing
      Registration Rights Agreement.

            


    

     

    Dear Sir
or Madam:

     

    We are
writing this letter to solicit the consents from investors in the Company’s Unit
Offering (as defined below) to modifications to the terms of the Unit Offering
which would have the following effect: (i) the Termination Date of the Unit
Offering will be deemed extended to the earlier of January  31,
2009,  or such later date, but in no event later than February 28,
2009, as the Company may determine, and (ii) modifying the registration rights
granted to investors in the Unit Offering from “resale rights”, as currently
provided for under the Existing Registration Rights Agreement, to “piggy back
rights”, as more fully described below and in the Amended and Restated
Registration Rights Agreement annexed hereto (the “Amended Registration Rights
Agreement”).  As used herein, the Unit Offering shall mean the recent
offering by the Company consisting of one (1) share of common stock of the
Company, $0.0001 par value per share and a warrant to purchase one (1) share of
Common Stock, at an offering price of $2.50 per Unit, which offering was
conducted in accordance with the terms of a Confidential Private Placement
Memorandum dated July 3, 2008, and which closed on August 7, 2008.

     

    The
Amended Registration Rights Agreement provides that, in lieu of Omnimmune being
required to register the Registrable Securities within 90 days from the
Termination Date, as currently set forth in the Existing Registration Rights
Agreement, if, at any time prior to the date on which all Registrable Securities
are able to be sold without restriction pursuant to Rule 144 or other similar
rule, Omnimmune proposes to register any shares of its common stock for purposes
of an offering by or on behalf of Omnimmune, then Omnimmune will provide you the
right to include your Registrable Securities in such registration, subject to
the terms and conditions of the Amended Agreement.

     

    By
signing below, you are confirming your consent to the above modifications to the
Unit Offering, and agree, specifically that the Termination Date will be
extended as set forth above, and that the Amended Registration Rights Agreement
shall be deemed to replace and supersede in its entirety the Existing
Registration Rights Agreement.

     

    We
encourage you to review the full text of the Amended Registration Rights
Agreement included with this letter.

     

    If the
above is acceptable, kindly sign this letter in the space provided below and
return it to the undersigned by fax, at fax. No. 713-622-8401, with the original
to follow by regular mail.  If you have any questions regarding the
amended and restated agreement, please do not hesitate to contact me at
713-622-8400 or Howard Becker, Omnimmune’s COO, at 917-553-1205. Thank
you.

     

     

    Sincerely,

     

    /s/
Harris Lichtenstein

     

    Harris A.
Lichtenstein, Ph.D.

    Chief
Executive Officer

    


    Enclosures

    


    CONSENTED
AND AGREED TO:

    


    


    [INVESTOR]

    


    By:___________________________

    Date:  _________________________