EXHIBIT 6.6
________________________________________
Name of Investor
(please print)
AMENDMENT NO. 1 TO THE SUBSCRIPTION AGREEMENT
Xxxxxx Capital Corp.
c/o Morse, Xxxxxx-Xxxxx & Xxxxxxxxx, P.C.
0000 Xxxxxxx Xxxx
Xxxxxxx, XX 00000
Attention: Xxxxxx X. Xxxxxx, Esq.
Gentlemen:
This Amendment No. 1 to the Subscription Agreement, by and between the
undersigned and the Company (as defined herein), amends the Subscription
Agreement previously executed by the undersigned and the Company. Capitalized
terms not otherwise defined herein shall have the meaning ascribed to such terms
in the Subscription Agreement.
WHEREAS, pursuant to the Subscription Agreement, the undersigned
previously agreed to subscribe for and purchase the Note, Shares and Warrant;
WHEREAS, the Subscription Agreement may be amended pursuant to Section 11
thereof by a writing executed by the duly authorized representative of the
Company and the undersigned;
WHEREAS, the Company and the undersigned now desire to amend the
Subscription Agreement in the manner provided below;
NOW THEREFORE, in consideration of the mutual promises and covenants
contained in this Agreement;
1. The Subscription Agreement is hereby amended as follows:
A. The first sentence of Section 1 is hereby deleted and replaced
with the following:
"1. Subscription. Pursuant to the Confidential Offering
Memorandum dated September, 2002 (the "Offering Memorandum"), as amended
pursuant to the supplemental memorandum, dated October 1, 2002 (the "Amended
Offering
Memorandum"), of Xxxxxx Capital Corp., a Nevada corporation ("the "Company"),
and subject to the terms and conditions hereof, the undersigned (the "Investor")
hereby irrevocably subscribes for and agrees to purchase a secured promissory
note (the "Note"), shares (the "Shares") of the Company's common stock, par
value $.001 per share (the "Common Stock") and a warrant (the "Warrant") to
purchase shares of the Company's Common Stock (the "Warrant Shares")."
B. Section 2(b) is hereby deleted and replaced with the following:
"(b) The Initial Closing and Subsequent Closings. The Initial
Closing shall take place at the offices of Xxxxx, Xxxxxx-Xxxxx & Xxxxxxxxx,
P.C., Reservoir Place, 0000 Xxxxxxx Xxxx, Xxxxxxx, Xxxxxxxxxxxxx 00000 (Fax:
(000) 000-0000; Tel: (000) 000-0000) after the receipt by the Company of
subscriptions for Shares with an aggregate Purchase Price of $400,000. Following
the Initial Closing, the Company may at subsequent closings accept additional
subscriptions for Shares from investors until such time as the Company has
issued Shares with an aggregate Purchase Price equal to $2,000,000. No Closing
shall take place after November 30, 2002 (the "Offering Expiration Date"),
except that the Company may, in its sole discretion, extend the Offering
Expiration Date an extra thirty days. At the relevant Closing, the Company shall
issue and deliver to the Investor a Note in the principal amount being purchased
by such Investor, a certificate for the Shares being purchased by such Investor
and the Warrant."
C. Section 3(c) is hereby deleted and replaced with the following:
"(c) Access to Information. The Investor or the Investor's
representative, during the course of this transaction and prior to the purchase
of the Note, Shares and the Warrant, has received and read or reviewed, and is
familiar with, (i) the Offering Memorandum and Amended Offering Memorandum,
including all exhibits and attachments thereto, and (ii) this Agreement. The
Investor has not relied on any representations, warranties or statements by or
on behalf of the Company other than as set forth in writing in the Offering
Memorandum and Amended Offering Memorandum, including all exhibits and
attachments thereto, or in this Agreement."
D. All other terms and conditions of the Agreement which are not
inconsistent with the above-agreement shall remain in full force and effect.
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SIGNATURE PAGE TO
AMENDMENT NO. 1 TO THE SUBSCRIPTION AGREEMENT
By execution of this Signature Page, the undersigned Investor does hereby become
a party to and agrees to be bound by the provisions of Amendment No. 1 to the
Subscription Agreement ("Amendment No. 1") to which this Signature Page is
appended, a counterpart of which has been furnished to the undersigned, and the
undersigned hereby authorizes the Company to append this Signature Page to a
counterpart of Amendment No. 1 as evidence thereof. The undersigned also hereby
reaffirms his subscription for the purchase of a Note and Shares having an
aggregate Purchase Price as specified in the Subscription Agreement and the
Warrant.
[Signature Block For Individuals] [Signature Block For Entities]
_________________________________ __________________________________
(Signature) (Name of Entity)
_________________________________ By:_______________________________
(Printed Name)
Title:_________________________
_________________________________ __________________________________
(Street Address of Residence) (Street Address of Principal Office)
_________________________________ __________________________________
(City or Town) (State) (Zip Code) (City or Town) (State) (Zip Code)
_________________________________ __________________________________
(Daytime Telephone Number) (Daytime Telephone Number)
* * * * * * *
The Company hereby accepts the foregoing Amendment No. 1, subject to the
terms and conditions set forth herein, as of this _____ day of _______________,
2002.
XXXXXX CAPITAL CORP.
By:_________________________________
Title: _____________________________
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