CONSENT
The undersigned, being all of the parties to that certain Purchase
Agreement (the "AGREEMENT"), dated as of January 13, 2006 (the "EFFECTIVE
DATE"), and certain other papers, agreements, documents, instruments and
certificates necessary to carry out the purposes thereof (collectively referred
to as the "PURCHASE DOCUMENTS"), do hereby consent to the following:
WHEREAS, pursuant to Section 2(b) of the Agreement, Utix Group, Inc.
(the "COMPANY") granted Special Situations Fund III, L.P. ("SSF"), and certain
other investors affiliated with SSF (the "SSF INVESTORS"), the right, allocable
among the SSF Investors as they may determine in their sole discretion (the "SSF
OPTION"), exercisable at any time, and from time to time, in whole or in part,
on or prior to 5:00 p.m., New York Time, on the first anniversary of the closing
date (the "CLOSING DATE") of the private offering contemplated thereby (the
"OFFERING"), to acquire additional shares of Series A Preferred Stock and
Warrants of the Company (the "SECURITIES"), on the same terms and conditions as
those purchased by the SSF Investors, and certain other investors (collectively,
the "INVESTORS") on the Closing Date; and
WHEREAS, pursuant to Section 7.9(d) of the Agreement, the Company was
required to mail an Information Statement to the stockholders of the Company, no
later than February 20, 2006 (the "MAILING DATE"); and
WHEREAS, pursuant to Section 9.6 of the Agreement, the observance of
any term of the Agreement may be waived (either generally, or in a particular
instance, and either retroactively or prospectively), by written consent of the
Company and the Investors, and such waiver shall be binding upon each holder of
any Securities purchased under the Agreement and the Company.
NOW, THEREFORE, the Company and the Investors hereby consent to the
following:
1. The SSF Option is hereby waived generally, permanently and
retroactively to the Effective Date; and
2. The Mailing Date is hereby extended to March 17, 2006 (the date on
which the mailing to the Company's stockholders was actually completed).
Except as specifically set forth herein, the Purchase Documents shall
remain in full force and effect, and the terms and conditions contained therein
are hereby ratified and confirmed.
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This consent may be executed in counterparts, each of which shall be
deemed to be an original, and all of which together shall be deemed to be one
and the same instrument.
Dated: March 30th, 2006
THE COMPANY:
UTIX GROUP, INC.
By: /s/ XXXXXXX XXXX
------------------------------------
Name: Xxxxxxx Xxxx
Title: President and Chief
Executive Officer
THE INVESTORS:
SPECIAL SITUATIONS FUND III, QP, L.P.
By: /s/ XXXXXX X. XXXXX
------------------------------------
Name: Xxxxxx X. Xxxxx
Title:
SPECIAL SITUATIONS FUND III, L.P.
By: /s/ XXXXXX X. XXXXX
------------------------------------
Name: Xxxxxx X. Xxxxx
Title:
SPECIAL SITUATIONS CAYMAN FUND, L.P.
By: /s/ XXXXXX X. XXXXX
------------------------------------
Name: Xxxxxx X. Xxxxx
Title: General Partner
SPECIAL SITUATIONS PRIVATE EQUITY FUND,
L.P.
By: /s/ XXXXXX X. XXXXX
------------------------------------
Name: Xxxxxx X. Xxxxx
Title:
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PALISADES MASTER FUND, L.P.
By: XXXXXX XXXXXXX
------------------------------------
Name: Xxxxxx Xxxxxxx
Title: General Partner
LITTLE WING L.P.
By: /s/ XXXXXX XXXXXXX
------------------------------------
Name: Xxxxxx Xxxxxxx
Title: President of Quilcap,
Quilcap as General Partner
TRADE WINDS LTD.
By: /s/ XXXXXX XXXXXXX
------------------------------------
Name: Xxxxxx Xxxxxxx
Title: President of Quilcap
International Corp., As
Investment Manager
SCG CAPITAL, LLC
By: /S/ XXXXXX XXXXXX
------------------------------------
Name: Xxxxxx Xxxxxx
Title: President
/s/ XXXX XXXXXX
---------------------------------------
Xxxx Xxxxxx
/s/ XXXXXXX XXXXXXX
---------------------------------------
Xxxxxxx Xxxxxxx
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