AGREEMENT
AGREEMENT
AGREEMENT
dated this 6th
day of
July, 2006, by and among by and among Xxxxxxxx
Resources III, Inc., a
Nevada
corporation (the “Company”),
Xxxxxx
Partners LP, a
Delaware limited partnership (“Xxxxxx”),
and
the other investors named in Schedule A to a certain Securities
Purchase Agreement (the “Original
Agreement”)
dated
June 2, 2006, Xxxxxx
and such other investors being collectively referred to as the “Initial
Investors”
and
each, individually, an “Initial
Investor”
and
XXX
FBO Xxxx X. X’Xxxx, Xxxxxxxx LLC as Custodian (“X’Xxxx”)
W
I T N E S S E T H:
WHEREAS,
the Initial Investors have purchased from the Company (a) Notes, as defined
in
the Original Agreement, in the aggregate principal amount of $3,500,000, (b)
369,000 Initial Shares, as defined in the Original Agreement, and (c) Warrants,
as defined in the Original Agreement, to purchase 6,000,000 shares of Common
Stock at $.85 per share, 6,000,000 shares of Common Stock at $1.20 per share
and
6,000,000 shares of Common Stock at $1.75 per share, all as set forth in the
Original Agreement, including the Exhibits thereto, and as described in the
Company’s Form 8-K current report which was filed with the Securities and
Exchange Commission on June 15, 2006; and
WHEREAS,
X’Xxxx desires to desires to purchase $200,000 notes, 21,086 Initial Shares and
Warrants to purchase 342,857 shares of Common Stock at $.85 per share, 342,857
shares of Common Stock at $1.20 per share, 342,857 shares of Common Stock at
$1.75 per share, on the same terms and conditions as the Investors (the
“X’Xxxx
Securities”);
WHEREFORE,
the parties do hereby agree as follows:
1. The
Initial Agreement is hereby amended as follows:
(a) X’Xxxx
shall purchase the X’Xxxx Securities for a total purchase price of $200,000,
which shall be paid contemporaneously with the execution of this
Agreement.
(b) The
terms
“Investor” and “Investors” shall be modified to include X’Xxxx.
(c) The
term
“Purchase Price” shall be amended to by $3,700,000.
(d) All
terms
relating to the securities issued pursuant to the Original Agreement, as
modified by this Agreement, and all exhibits, to the extent relevant, shall
be
amended to reflect the issuance of the X’Xxxx Securities.
2. The
following table sets forth the securities issued or issuable to the Investors
is
as follows:
|
Note
|
Shares
|
Warrants
|
Conversion
Shares
|
||
|
Xxxxxx
Partners LP
|
$3,100,000
|
326,829
|
5,314,286
|
4,769,231
|
|
|
JCAR
Funds Ltd.
|
200,000
|
21,086
|
342,857
|
307,692
|
|
|
Xxxxxx
Xxxxx
|
100,000
|
10,543
|
171,429
|
153,846
|
|
|
Xxx
Xxxxxx
|
100,000
|
10,543
|
171,429
|
153,846
|
|
|
XXX
FBO Xxxx X. X’Xxxx, Xxxxxxxx LLC as Custodian
|
200,000
|
21,086
|
342,857
|
307,692
|
|
|
Total
|
$3,700,000
|
390,087
|
6,342,858
|
5,692,307
|
|
The
number of shares under “Warrants” represents the number of each of the three
series of Warrants issued pursuant to the Initial Agreements.
3. X’Xxxx
shall have all of the rights of the Investors pursuant to the Registration
Rights Agreement, as defined in the Agreement with the same effect as if he
were
a signatory thereto.
4. The
address for X’Xxxx is:
XXX
FBO
Xxxx X. X’Xxxx, Xxxxxxxx LLC, as Custodian
000
Xxxx
Xxxxxx, 0xx
xxxxx
Xxx
Xxxx,
Xxx Xxxx 00000
5. Except
as
amended by this Agreement, the Original Agreement and the Registration Rights
Agreement shall remain in full force and effect.
[Signatures
on following page]
IN
WITNESS WHEREOF,
the
Investors and the Company have executed this Agreement as of the date first
written above.
THE
COMPANY:
XXXXXXXX
RESOURCES III, INC.
By:____________________________
Xx
Xxxxx,
Chief
Executive Officer
INVESTORS:
XXXXXX
PARTNERS LP
By:
Xxxxxx Capital Advisors, LLC, its General Partner
By:________________________________
Xxxxxx Xxxxxx Xxxxxx, President
JCAR
Funds Ltd.
By:
________________________________
Xxx X.Xxxxxx, CEO
_______________________________
Xxxxx
Xxxxx
______________________________
Xxx
Xxxxxx
XXX
FBO
Xxxx X. X’Xxxx,
Xxxxxxxx LLC, as Custodian
By:________________________________
Xxxx X. X’Xxxx
Xxxx X. X’Xxxx
