EXHIBIT 99.4
AMENDMENT TO WARRANT NO. CS-83
THIS AMENDMENT, dated December 29, 2004 (this "AMENDMENT"), to Warrant
No. CS-83, issued on September 22, 2004 by Xxxxxxxx Technologies, Inc., a
Florida corporation (the "COMPANY") to Greenfield Capital Partners LLC (the
"WARRANT HOLDER") for the purchase of up to 750,000 shares of the common stock,
$.0001 par value per share, of the Company (the "WARRANT");
WHEREAS, the Company and the Warrant Holder desire to temporarily
reduce the exercise price of the Warrants to $0.60 per share and that ensure
that all of the Warrants are exercised;
NOW, THEREFORE, in consideration of the mutual covenants contained in
this Amendment, for other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, and intending to be legally bound
hereby, the parties hereto agree as follows:
All capitalized terms used on this Amendment and not defined herein
shall have the meaning give such term the Warrant.
The Warrant is hereby amended so that the Warrant Holder may exercise
all or any portion of its Warrant for an exercise price of $ 0.60 per share of
Common Stock from the date of this Amendment until midnight on January 31, 2005
(the "NEW PRICE EXERCISE PERIOD"); provided that (1) the Warrant Holder shall
exercise at least 400,000 of the Warrants on or before the close of business New
York City time on December 31, 2004 and 350,000 of the Warrants on or before
January 31,2005 (2) the number of shares of Common Stock subject to the Warrant
shall not be adjusted as a result of the temporary reduction in exercise price
set forth in this Agreement.
Furthermore, Section 2(b) of the Warrant shall be amended to read in
its entirety as follows:
(b) Notwithstanding the provisions of this Warrant, except in the event
that this Warrant is redeemed pursuant to Section 7, in no event shall the
holder be entitled to exercise this Warrant, or shall the Company have the
obligation to issue shares upon such exercise of all or any portion of this
Warrant to the extent that, after such exercise the sum of (1) the number of
shares of Common Stock beneficially owned by the holder and its affiliates
(other than Common Stock which may be deemed beneficially owned through the
ownership of the unexercised portion of the Warrants or other rights to purchase
Common Stock or through the ownership of the unconverted portion of convertible
securities), and (2) the number of shares of Common Stock issuable upon the
exercise of the Warrants with respect to which the determination of this proviso
is being made, would result in beneficial ownership by the holder and its
affiliates of more than 9.99% of the outstanding shares of Common Stock (after
taking into account the shares to be issued to the holder upon exercise). For
purposes of this proviso to the immediately preceding sentence, beneficial
ownership shall be determined in accordance with Section 13(d) of the Securities
Exchange Act of 1934, as amended (the "1934 ACT") except as otherwise provided
in clause (1) of such sentence.
Except as expressly provided in this Amendment, the terms and
conditions of the Warrant shall be unchanged and shall remain on full force and
effect.
IN WITNESS WHEREOF, the parties hereto have caused their Amendment to
be duly executed by their respective authorized officers as of the date first
above written.
XXXXXXXX TECHNOLOGIES, INC.
By: /s/ Xxxxxx Xxxxxx
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Name: Xxxxxx Xxxxxx
Title: President
Greenfield Capital Partners LLC
By:______________________
Name:____________________
Title:___________________
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