Exhibit 10.1
May 1, 2013
Re: Stevia Corp. Warrant Exercise Reset Offer
To Whom It May Concern:
We are pleased to offer to you the opportunity to reprice all of the Common
Stock Purchase Warrants ("Warrants") held by you and as set forth on Schedule A
attached hereto. Reference is made to that certain Securities Purchase Agreement
(the "Agreement"), dated August 1, 2012, by and between Stevia Corp. (the
"Company") and the purchasers signatory thereto (the "Purchasers" or "Holders"),
pursuant to which the Warrants were issued. All terms not defined herein shall
have such meanings as set forth in the Agreement. The shares underlying the
Warrants ("Warrant Shares") have been registered for sale pursuant to a
registration statement on Form S-1 (File No. 333-179745) (the "Registration
Statement"). The Company believes, in good faith, that such effectiveness will
continue uninterrupted for the foreseeable future.
In consideration for exercising in full the number of Warrants set forth in
column II of Schedule A, the Company hereby offers you a reduced exercise price
of $0.20, subject to adjustment therein. Accordingly, if you accept this offer
and exercise the Warrant for the aggregate exercise price as set forth on column
III of Schedule A, the Company shall issue to you three separate series of
Common Stock purchase warrants (the "Additional Warrants"), in the form attached
hereto as Exhibit A, to purchase the number of shares of Common Stock as set
forth in columns IV - VI in Schedule A.
The Company shall (a) by 9:30 a.m. Eastern Time on the business day
immediately following the date you accept this offer, issue a press release
disclosing the material terms of the transactions contemplated hereby, and (b)
within four business days following the date you accept this offer, file a
Current Report on Form 8-K, including the form of the Additional Warrants as an
exhibit thereto, with the Commission within the time required by the Exchange
Act. The Company represents, warrants and covenants that, upon acceptance of
this offer and your exercise of the Warrants, the Warrants Shares shall be
issued free of any legends or restrictions on resale by you and all of the
Warrant Shares shall be delivered electronically through the Depository Trust
Company within 2 business days of the date hereof. The terms of the Warrants,
including but not limited to the obligations to deliver the Warrant Shares,
shall otherwise remain in effect as if the acceptance of this offer were a
formal Notice of Exercise (including but not limited to any liquidated damages
and compensation in the event of late delivery of the Warrant Shares).
The Company covenants that, within 10 business days after the acceptance of
this offer, it will use best efforts to file a registration statement covering
the resale of the shares of Common Stock underlying the Additional Warrants. The
Company shall use its reasonable best efforts to have such registration
statement declared effective within 30 days after the acceptance of this
offering.
To accept this offer, you must counter execute this letter agreement and
return the fully executed agreement to the Company via fax at (317) 536-3222,
attn.: George Blankenbaker, President, or via email at george@stevia.co (with a
copy to Greenberg Traurig LLP, attn.: Mark Lee, at leema@gtlaw.com or via fax at
(916) 448-1709). If you execute and return this letter within 3 Trading Days
after the date first reference above, this shall be deemed to be your formal
notice to exercise your Warrants. If you do not execute and return this letter
within 3 Trading Days after the date first reference above, you will have been
deemed to not have elected to exercise your Warrants and this letter shall act
as the Dilutive Issuance Notice as required pursuant to Section 3(b) of your
Warrant. As such the Exercise Price of your Warrant shall be reset to $0.20 per
Warrant Share and that the number of Warrant Shares issuable pursuant to your
Warrant shall be increased such that the aggregate Exercise Price payable under
your Warrant, after taking into account this decrease in your Exercise Price,
shall be equal to the aggregate Exercise Price prior to such adjustment.
Please do not hesitate to call me if you have any questions.
Sincerely yours,
STEVIA CORP.
By: /s/ George Blankenbaker
--------------------------------------
Name: George Blankenbaker
Title: President
Wire Instructions:
Bank: PNC Bank
ABA: 041000124
SWIFT: PNCCUS33
Beneficiary: Stevia Corp.
Account #: 4804615965
Accepted and Agreed to:
HOLDER: Anson Investments Master Fund LP
By: /s/ Moes Kassam
-------------------------------------
Name: Moez Kassam
Title: Portfolio Manager
DTC Instructions:
SCHEDULE A
WARRANT EXERCISE AND ISSUANCE SCHEDULE
Column I Column II Column III Column IV Column V Column VI
Aggregate Series A Series B Series C
Name of Holder Warrants Exercise Price Warrants Warrants Warrants
-------------- -------- -------------- -------- -------- --------
Anson Investments Master Fund LP 853,333 $170,666 1,877,333 1,066,666 2,346,666