EXHIBIT 10.43 LETTER OF AMENDMENT DATED OCTOBER 3, 0000 XXXXXXX XXXXXXXXXX
AND PARTIES NAMED THEREIN.
CONECTISYS CORPORATION
00000 Xxxxxx Xxxxxxxx
Xxxxxxxx, Xxxxxxxxxx 00000
October 3, 2003
AJW Partners, LLC
New Millennium Capital Partners II, LLC
AJW Offshore, Ltd. (f/k/a AJW/ New Millennium Offshore, Ltd.)
AJW Qualified Partners, LLC (f/k/a Pegasus Capital Partners, LLC)
0000 Xxxxxxxx Xxxxxxxxx
Xxxxx 000
Xxxxxx, Xxx Xxxx 00000
Re: ConectiSys Corporation (the "Company")
Amendment of Debentures
Ladies and Gentlemen:
This letter sets forth the agreement of the parties hereto to provide for (i)
an amendment of the conversion price of certain debentures which are
convertible into shares of Company's common stock, no par value per share (the
"Common Stock"), originally issued by the Company to the investors listed in
the signature pages hereto (collectively, the "Investors") on March 29, 2002,
May 10, 2002, and June 17, 2002, November 27, 2002, March 3, 2003 and May 12,
2003 (collectively, the "Debentures"), as set forth on Schedule 1 hereto.
By execution hereof, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree that:
1. The Applicable Percentage (as defined in the Debentures) is hereby
amended to be 40.0%.
2. All other provisions of the Debentures shall remain in full force and
effect.
The parties shall do and perform, or cause to be done and performed, all such
further acts and things, and shall execute and deliver all such other
agreements, certificates, instruments and documents, as the other parties
hereto may reasonably request in order to carry out the intent and accomplish
the purposes of this letter agreement, including without limitation the
issuances of amended Debentures and/or amended Warrants.
Please signify your agreement with the foregoing by signing a copy of this
letter where indicated and returning it to the undersigned.
Sincerely,
ConectiSys Corporation
/S/ Xxxxxx X. Xxxxxx
Xxxxxx X. Xxxxxx
Chief Executive Officer
ACCEPTED AND AGREED:
AJW PARTNERS, LLC
By: SMS GROUP, LLC
/S/ Xxxxx X. Xxxxxxxx
Xxxxx X. Xxxxxxxx, Manager
NEW MILLENNIUM CAPITAL PARTNERS II, LLC
By: FIRST STREET MANGER II, LLC
/S/ Xxxxx X. Xxxxxxxx
Xxxxx X. Xxxxxxxx, Manager
AJW OFFSHORE, LTD.
By: FIRST STREET MANGAGER II, LLC
/S/ Xxxxx X. Xxxxxxxx
Xxxxx X. Xxxxxxxx, Manager
AJW QUALIFIED PARTNERS, LLC
By: AJW MANAGER, LLC
/S/ Xxxxx X. Xxxxxxxx
Xxxxx X. Xxxxxxxx, Manager
Investor Date Original Principal
Amount of Debenture
AJW Partners, LLC 03/29/2002 $80,000
New Millennium Capital Partners II, LLC 03/29/2002 $80,000
AJW Offshore, Ltd. 03/29/2002 $90,000
AJW Qualified Partners, LLC 03/29/2002 $50,000
AJW Partners, LLC 05/10/2002 $40,000
New Millennium Capital Partners II, LLC 05/10/2002 $40,000
AJW Offshore, Ltd 05/10/2002 $45,000
AJW Qualified Partners, LLC 05/10/2002 $25,000
AJW Partners, LLC 06/17/2002 $80,000
New Millennium Capital Partners II, LLC 06/17/2002 $80,000
AJW Offshore, Ltd. 06/17/2002 $90,000
AJW Qualified Partners, LLC 06/17/2002 $50,000
AJW Partners, LLC 11/27/2002 $66,666
AJW Offshore, Ltd. 11/27/2002 $66,666
AJW Qualified Partners, LLC 11/27/2002 $66,668
AJW Partners, LLC 03/03/2003 $50,000
AJW Offshore, Ltd. 03/03/2003 $50,000
AJW Qualified Partners, LLC 03/03/2003 $50,000
AJW Partners, LLC 05/12/2003 $50,000
AJW Offshore, Ltd. 05/12/2003 $50,000
AJW Qualified Partners, LLC 05/12/2003 $50,000
