ARKADOS GROUP, INC.
EXHIBIT
4.2
000
Xxx
Xxx Xxxxxxxxx Xxxx, Xxxxx 000
Piscataway,
NJ 08854
_________________________________
REQUEST
FOR EXTENSION
_________________________________
| July 3, 2007 |
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To:
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All
holders of the above company’s
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6%
Convertible Subordinated Notes due
June 30 and July 7, 2007 (the “Notes”)
$1,066,500
Principal amount
outstanding
Arkados
Group, Inc., formerly
XXXxxx.xxx, Inc., a Delaware corporation (the “Company”) hereby offers the
holders of the Notes three year Warrants in the form annexed hereto as Exhibit
A
(“Warrants”) to purchase shares of the Company’s common stock for $0.85 per
share in exchange for amending the Notes to:
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i.
|
Change
the definition of “Maturity Date” from June 30 or
July 7, 2007 as the case may be, to June 30,
2008;
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ii.
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Change
the definition of “Conversion Price” to read as
follows: “Conversion Price” means, as
of any Conversion Date or other date of determination (i)
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iii.
|
Change
the definition of “Conversion Trigger” to read as
follows: “Conversion Trigger” means, a
period of five (5) consecutive Trading Days during which the Closing
Bid
Price exceeds: (i) in the case of an A Conversion Trigger,
|
The
number of Warrants to be issued to each holder will be determined by multiplying
the principal amount of the holder’s Note by 0.15 and dividing by $0.85 (17.65
Warrants per $100 principal), rounding up to the nearest whole
Warrant. The offer is subject to the acceptance of not less than the
holders of $711,001 principal amount of the Notes on or before July 6, 2007,
which condition may be waived by the company at its
discretion. Interest on the Notes will continue to accrue at the rate
of 6% and will be payable at maturity. If accepted by such holders,
the amendment will, under Section 17 of the Notes, be binding on all holders
and
all holders will receive their allocated share of the
Warrants. Delivery of the Warrants will be made to you at your
address as it appears on the Company’s Note register. Please
complete, sign and return this form to:
Xxxxxx
&
Xxxxxxxxx
LLP
Attn: Xxxxxxx
X.
Xxxxxx
000
Xxxxxxx Xxxxxx, Xxxxx
000
Garden
City,
NY 11530
Facsimile: (000)
000-0000
E-Mail: XXxxxxx@xxxxxxxx.xxx
If
the amendment is approved, absent
your written instructions to the contrary below, Warrants will be delivered
by
Federal Express, second day, to your address as it appears on the Company’s Note
register by July 15, 2007.
Trident
Partners, Ltd., the placement
agent with respect to the offering of the Notes, will be paid $25,000 and issued
an amount of Warrants equal to the number of Warrants issued to their current
customers that accept this proposal as a solicitation fee.
THE
COMPANY RESERVES THE RIGHT TO MODIFY OR WITHDRAW THIS OFFER AT ANY
TIME.
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Very
truly yours,
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Xxxx
Xxxxxxxx, CEO
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[Acceptance
Page Follows]
Request
for Extension
June
28,
2007
I. The
undersigned (i) represents that he, she or it is an accredited
investor, understands that the Warrants and shares issuable upon exercise are
restricted securities and may not be sold in the absence of an effective
registration statement under the Securities Act of 1933, as amended, or the
availability of an exemption therefrom; (ii) has reviewed the Company’s periodic
and current reports filed under the Security Exchange Act of 1934 ,as amended;
(iii) has not relied on any representation or warrants made by the Company;
and
(iv) irrevocably agrees to the amendment set forth
above.
II. Special
Delivery Instructions. Please send my Warrant to:
__________________________________________
__________________________________________
__________________________________________
| Dated: _______________, 2007 |
Print
Name: ___________________________________
Signature: __________________________________
Title
(if applicable): _____________________________
Telephone
No.:
________________________________
|
