EXHIBIT 99.3
AMENDMENT TO WARRANT AGREEMENT
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This Amendment to Warrant Agreement (this "Amendment") dated
as of May 10, 2007, is entered into by MicroIslet, Inc., a Nevada corporation
(the "Company"), for the benefit of the Xxxx X. Xxxxxxxxx, Trustee U/D/T dated
September 13, 1995 (the "Holder").
RECITALS
A. The Company has issued to Holder, on the terms and conditions set
forth therein, a Warrant Agreement dated as of January 12, 2007 (the "Warrant
Agreement").
B. The parties wish to amend certain provisions of the Warrant
Agreement on the terms set forth below, to provide that exercise of the Warrant
is not subject to the approval of the American Stock Exchange.
NOW, THEREFORE, in consideration of the foregoing premises, the mutual
covenants and agreements set forth herein, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:
1. DEFINITIONS. For the purposes of this Amendment, unless
otherwise set forth herein, capitalized terms or matters of construction deemed
or established in the Warrant Agreement, as amended hereby, shall be applied
herein as if defined or established herein.
2. AMENDMENT. The last two sentences of Section 1 of the
Warrant Agreement are hereby deleted in their entirety and are of no further
force or effect.
3. EFFECT OF AMENDMENT. Except as otherwise provided herein,
the Warrant Agreement shall remain unchanged and shall continue in full force
and effect.
4. SEVERABILITY. Any provision of this Amendment which is
prohibited or otherwise unenforceable to any jurisdiction shall, as to such
jurisdiction, be in effective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof or
affecting the validity or enforceability of such provisions in any other
jurisdiction.
5. COUNTERPARTS. This Amendment may be executed in one or more
counterparts, each of which may be deemed an original, but all of which together
shall constitute one instrument.
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IN WITNESS WHEREOF, the parties have caused this Agreement to
be executed as of the Effective Date.
"Company"
MICROISLET, INC.,
a Nevada corporation
By: /s/ Xxxxx X. Xxxxx III
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Xxxxx X. Xxxxx III, M.D., Ph.D.,
Chief Executive Officer
"Holder"
XXXX X. XXXXXXXXX, TRUSTEE U/D/T
DATED SEPTEMBER 15, 1995
By: /s/ Xxxx X. Xxxxxxxxx
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Xxxx X. Xxxxxxxxx, Trustee
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