AMENDMENT
EXHIBIT
99.1
AMENDMENT
Amendment
dated this 30th day
of January, 2009, by and among Xxxx Faucet Works, Inc., a Delaware corporation
formerly known as Capital Solutions I, Inc. (the “Company”) and the Investors,
as defined in and as named in a certain Securities Purchase Agreement (the
“Purchase Agreement”) dated December 3, 2007 by and among the Company and the
Investors.
W I T N E S S E T
H:
WHEREAS, the Company and the Investors
are parties to the Purchase Agreement and desire to amend certain of the terms
of the Purchase Agreement and the registration rights agreement dated December
3, 2007 (the “Registration Agreement”) among the Company and the
Investors;
WHEREFORE, the parties do hereby agree
as follows:
1. All terms
defined in the Purchase Agreement and used in this Amendment shall have the same
meanings in this Amendment as in the Purchase Agreement.
2. Each
Investor hereby severally represents and warrants to the Company that such
Investor owns Warrants to purchase the number of shares of the Common Stock set
forth after the Investor’s name in the following table, in which the $1.80
Warrants are Warrants having an exercise price of $1.80 per share, and the $3.00
Warrants are the Warrants having an exercise price of $3.00 per
share:
|
Investor
|
$1.80 Warrants
|
$3.00 Warrants
|
Total
|
|||||||||
|
Xxxxxx
Partners LP
|
1,863,939 | 3,787,879 | 5,651,818 | |||||||||
|
Silver
Rock I, Ltd.
|
106,061 | 212,121 | 318,182 | |||||||||
|
Eos
Holdings
|
60,606 | 121,212 | 181,818 | |||||||||
| 2,030,606 | 4,121,212 | 6,151,818 | ||||||||||
3. Each
Investor hereby exchanges, effective upon execution of this Amendment by the
Company and each of the Investors, all Warrants owned by such Investor for the
number of shares of Series A Preferred Stock set forth in the following
table. The number of shares issuable to each Investor is based on
relative percentage that each Investor’s investment pursuant to the Purchase
Agreement bears to the total investment of $3,400,000.
|
Investor
|
Shares
|
|||
|
Xxxxxx
Partners LP
|
1,240,785 | |||
|
Silver
Rock I, Ltd.
|
69,525 | |||
|
Eos
Holdings
|
39,690 | |||
| 1,350,000 | ||||
4. From and
after the execution of this Amendment as provided in Section 3 of this
Amendment, the Investors shall have no right in or to the
Warrants. Each Investor will promptly deliver the Warrants to
Sichenzia Xxxx Xxxxxxxx Xxxxxxx LLP, counsel for the Company, 00 Xxxxxxxx,
00xx
xxxxx, Xxx Xxxx, XX 00000, attention of Xxxxx X. Xxxxxxxx P.C. Upon
receipt of all of the Warrants, the Company will issue or instruct its transfer
agent to issue the shares of Series A Preferred Stock as provided in Section 3
of this Amendment.
5. Section
6.6.2 of the Purchase Agreement is hereby amended to change the period referred
to in the first line of said Section 6.6.2 from eighteen months to thirty
months.
6. Section
6.15 of the Purchase Agreement is deleted in its entirety, and no party shall
have any rights or obligations with respect to such provisions. The
Company and the Investors, by execution of this Amendment, do hereby instruct
the escrow agent to deliver all shares held in escrow to the Company’s transfer
agent for cancellation.
7. The
definition of Exempt Issuance in Section 1.3.18 of the Purchase Agreement is
amended to include the issuance of the shares of Series A Preferred Stock
pursuant to Section 3 of this Amendment as Exempt Issuances.
8. The
definition of “Required Effective Date” in the Registration Agreement for the
next Registration Statement to be filed pursuant to the Registration Agreement
is hereby changed to be June 3, 2010, and the Company shall not be required to
update the Registration Statement which was declared effective by the SEC on
June 17, 2008 and which covers 1,250,000 shares of common stock issuable upon
exercise of warrants.
9. Each
Investor represents and warrants that such Investor holds the sole ownership
right in and to the Warrants, that such Investor has not granted any pledge,
option, lien or other right in or to any Warrants, such Investor has not entered
into any agreement with respect to the Warrants, other than this Amendment, and
that such Investor has the legal right to enter into this Agreement and perform
its terms.
10. The
Company represents and warrants that the shares of Series A Preferred Stock
issuable pursuant to this Agreement have been authorized for issuance and when
issued pursuant to this Amendment will be duly and validly authorized and
issued, fully paid and non-assessable.
11. Except as
amended by this Amendment, the Purchase Agreement shall remain in full force and
effect.
IN WITNESS WHEREOF, the parties have
executed this Amendment on the date and year set forth above.
XXXX
FAUCET WORKS, INC.
By:/s/ Wu
Yiting_______
Xx
Xxxxxx, CEO
XXXXXX
PARTNERS LP
By: Xxxxxx
Capital Advisors, LLC, its General Partner
/s/ Xxxxxx Xxxxxx Xxxxxx
__________
Xxxxxx
Xxxxxx Xxxxxx, President
EOS
HOLDINGS
By: /s/ Xxx X.
Xxxxxx
Xxx
X.Xxxxxx, President
SILVER
ROCK I, LTD.
By:/s/ Xxxx
Xxxxx
Xxxx
Xxxxx
