EXHIBIT 10.1
AMENDMENT AND AGREEMENT
This AMENDMENT AND AGREEMENT, dated as of April 18, 2005 (this
"Agreement"), by and among CATALYST LIGHTING GROUP, INC., a Delaware corporation
(the "Company"), WHITCO COMPANY, LP, a Texas limited partnership ("Whitco"), and
LAURUS MASTER FUND, LTD., a Cayman Islands company ("Laurus"). Capitalized terms
used herein without definition shall have the meanings ascribed to such terms in
either: (a) that certain Securities Purchase Agreement, dated as of September
30, 2004, by and between the Company and Laurus (as amended, modified or
supplemented from time to time, the "Securities Purchase Agreement") or (b) that
certain Security Agreement, dated as of September 30, 2004, by and among the
Company, Whitco and Laurus (as amended, modified or supplemented from time to
time, the "Security Agreement"), as applicable.
Reference is made to (i) Securities Purchase Agreement, (ii) Security
Agreement, (iii) that certain Registration Rights Agreement, dated as of
September 30, 2004, by and between the Company and Laurus (as amended, modified
or supplemented from time to time, the "Registration Rights Agreement") and (iv)
that certain Omnibus Amendment No. 1, dated December 3, 2004, by and between the
Company and Laurus;
WHEREAS, Laurus has agreed to release to the Company $400,000 (less any
accrued but unpaid interest under the documents referred to above) (the
"Released Amount") from the Restricted Account and, in connection therewith, the
Company has agreed to issue to Laurus 250,000 shares of the Common Stock of the
Company (the "New Shares");
NOW, THEREFORE, in consideration of the above, and for other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:
1. Immediately upon execution hereof by all parties hereto: (a) the
Company agrees to issue the New Shares to Laurus and (b) Laurus hereby agrees to
direct North Fork Bank to release from the Restricted Account the Released
Amount.
2. Section 1 of the Registration Rights Agreement is hereby amended by
deleting the definitions of "Filing Date" and "Registrable Securities" in their
entirety and inserting the following new definitions in lieu thereof:
"Filing Date" means, with respect to (i) the initial
Registration Statement required to be filed hereunder, a date no later
than forty five (45) days following the date hereof, (ii) with respect
to each $1,000,000 tranche of Loans evidenced by a Minimum Borrowing
Note funded after the date hereof, the date which is forty five (45)
days after such funding of such additional $1,000,000 of Loans
evidenced by a Minimum Borrowing Note, (iii) with respect to the loans
evidenced by the Note (as defined in the Securities Purchase
Agreement), the date which is forty five (45) days following the date
hereof, (iv) with respect to shares of Common Stock issuable to the
Holder as a result of adjustments to the Fixed Conversion Price made
pursuant to Section 3.4 of the Note (as defined in the Securities
Purchase Agreement), Section 3.4 of the Secured Convertible Revolving
Note, Section 3.5 of the Minimum Borrowing Notes or adjustments to the
Exercise Price made pursuant to Section 4 of either of the Warrants or
otherwise, forty-five (45) days after the occurrence of such event or
the date of the adjustment of the Fixed Conversion Price and (v) with
respect to any additional shares of Common Stock or warrants or options
to purchase Common Stock issued to the Purchaser by the Company after
the date hereof, forty-five (45) days after the date of such issuance.
"Registrable Securities" means (i) the shares of Common Stock
issued upon the conversion of each of the Notes and issuable upon
exercise of the Warrants and (ii) any shares of Common Stock issued
directly to the Purchaser.
3. Furthermore, the Company and Laurus agree that Laurus shall have the
right, upon one business day notice to the Company by Laurus, to require the
Company to repay in full in cash the Released Amount. Failure by the Company to
repay the Released Amount in accordance with the immediately preceding sentence
shall constitute an Event of Default under and as defined in each of the
Securities Purchase Agreement, the Related Agreements referred to in the
Securities Purchase Agreement, the Security Agreement and the Ancillary
Agreements referred to in the Security Agreement.
4. This Agreement shall be effective as of the date hereof following (i)
the execution of same by each of the Company, Whitco and Laurus, (ii) the
issuance by the Company to Laurus of the New Shares and (iii) receipt by the
Company of the Released Amount.
5. There are no other amendments or modifications to the Securities
Purchase Agreement, the Related Agreements referred to in the Securities
Purchase Agreement, the Security Agreement or the Ancillary Agreements referred
to in the Security Agreement and all of the other forms, terms and provisions of
such documents remain in full force and effect.
6. The Company hereby represents and warrants to Laurus that as of the
date hereof all representations, warranties and covenants made by Company in
connection with the Securities Purchase Agreement, the Related Agreements
referred to in the Securities Purchase Agreement, the Security Agreement and the
Ancillary Agreements are true correct and complete in all material respects and
all of Company's material covenant requirements set forth in such documents have
been met.
7. This Agreement shall be binding upon the parties hereto and their
respective successors and permitted assigns and shall inure to the benefit of
and be enforceable by each of the parties hereto and its successors and
permitted assigns. THIS AGREEMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE
WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. This Agreement may be
executed in any number of counterparts, each of which shall be an original, but
all of which shall constitute one instrument.
IN WITNESS WHEREOF, each of the Company, Whitco and Laurus has caused
this Agreement signed in its name effective as of this 18th day of April 2005.
CATALYST LIGHTING GROUP, INC.
By:_______________________________________
Name:
Title:
WHITCO COMPANY, LP
By: WHITCO Management, LLC, its General Partner
By:_______________________________________
Name:
Title:
LAURUS MASTER FUND, LTD.
By:______________________________
Name:
Title: Director
