Clear Skies Solar, Inc. Mineola, New York 11501-4241 January 20, 2010
Exhibit 10.1
000 Xxx Xxxxxxx Xxxx, Xxxxx 000
Xxxxxxx, Xxx Xxxx 00000-0000
January 20, 2010
To the holders of securities from our July 28, 2009, September 16, 2009 and January 6, 2010 financings:
Reference is hereby made to those certain Subscription Agreements, dated as of July 28, 2009, as of September 16, 2009, as amended on October 27, 2009 and January 6, 2010 (each a “Subscription Agreement” and collectively, the “Subscription Agreements”), by and among Clear Skies Solar, Inc., a Delaware corporation (the “Company”), and each individual or entity identified on the signature pages thereto (each, including its successors and assigns, a “Subscriber” and, collectively, the “Subscribers”). Capitalized terms used in this letter agreement and not otherwise defined shall have the meanings ascribed to them in the Subscription Agreements.
Extension of Maturity of Notes. Pursuant to the Subscription Agreements, the Company issued secured convertible promissory notes (the “September Notes”) in the amounts set forth on Exhibit A hereto. The Maturity Date of the September Notes has been amended from October 31, 2009 to January 31, 2010. The Company has requested a further extension of the Maturity Date and the Company and the holders of the September Notes agree that the Maturity Date is hereby extended to July 31, 2010, notwithstanding anything to the contrary contained in any of the Transaction Documents, and acknowledge that such action will not be deemed to trigger any defaults, breaches or liquidated damages under the Transaction Documents.
2.
Consideration for Extension. As consideration for the above, the Company will issue to the holders of the September Notes an aggregate of 100,000 restricted shares of its common stock as set forth on Exhibit A hereto.
3.
Warrant Exercises. The holders will exercise the following warrants to purchase shares of the Company’s common stock for cash:
Name of Holder | Issue Date | Number of Warrant Shares | Exercise Price per Share | Total Purchase Price |
Xxxxx Xxxxx | 7/28/09 | 3,142,857 | $0.07 | $220,000 |
Xxxxx Xxxxx | 9/16/09 | 611,111 | $0.09 | $55,000 |
Alpha Capital Anstalt | 9/16/09 | 1,222,222 | $0.09 | $110,000 |
4.
Warrant Issuances. The Company will issue the following warrants, in the form attached hereto as Exhibit B:
Name of Holder | Number of Warrant Shares | Exercise Price per Share |
Xxxxx Xxxxx | 3,142,857 | $0.07 |
Xxxxx Xxxxx | 611,111 | $.09 |
Alpha Capital Anstalt | 1,222,222 | $0.09 |
5.
Miscellaneous. Subject to the waivers and agreements provided herein, the Transactions Documents shall remain in full force and effect. Except as expressly set forth herein, this letter agreement shall not be deemed to be a waiver, amendment or modification of any provisions of the Transaction Documents or of any right, power or remedy of the Subscribers, or constitute a waiver of any provision of the Transaction Documents (except to the extent herein set forth), or any other document, instrument and/or agreement executed or delivered in connection therewith, in each case whether arising before or after the date hereof or as a result of performance hereunder or thereunder. The Subscribers reserve all rights, remedies, powers or privileges available under the Transaction Documents, at law or otherwise, subject to the terms of this letter agreement. This letter agreement shall not constitute a novation or satisfaction and accord of the Transaction Documents or any other document, instrument and/or agreement executed or delivered in connection therewith. There shall be no adjustment of any note conversion price or warrant purchase price issued under the Transaction Documents by virtue of anything in this letter agreement. This letter agreement shall be governed by and construed in accordance with the laws of the State of New York.
Please indicate your acknowledgment of and agreement to the foregoing by signing a copy of this letter and returning an executed original to the Company. This Agreement may be executed by the parties hereto in counterparts, and execution may be evidenced by facsimile or other electronic transmission of a signed signature page by any party hereto, and all of such counterparts together shall constitute one and the same instrument.
Sincerely,
/s/ Xxxx Xxxxx
Xxxx Xxxxx
Chief Executive Officer
ACCEPTED AND AGREED:
ALPHA CAPITAL ANSTALT
By: | /s/ Xxxxxx Xxxxxxxxx |
| Dated: January 21, 2010 |
Name: | Xxxxxx Xxxxxxxxx |
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Title: | Director |
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| /s/ Xxxxx Xxxxx |
| Dated: January 22, 2010 |
| XXXXX XXXXX |
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| /s/ Xxxxxx Xxxxxxxx |
| Dated: January 22, 2010 |
| XXXXXX XXXXXXXX |
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| /s/ Xxxxxxx Xxxxxxx |
| Dated: January 22, 2010 |
| XXXXXXX XXXXXXX |
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2
EXHIBIT A
Holder |
| Principal Amount of Secured Convertible Notes dated 9/16/09 |
| Shares to be Issued Pursuant to Section 2 |
ALPHA CAPITAL ANSTALT |
| 110,000 |
| 62,500 |
Xxxxx Xxxxx |
| 55,000 |
| 31,250 |
Xxxxxx Xxxxxxxx |
| 11,000 |
| 6,250 |
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Total |
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| 100,000 |
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