To: The Investors Listed on the Attached Distribution List (collectively, the “Investors”)
| To: |
The Investors Listed on the Attached
Distribution
List (collectively, the
“Investors”)
|
Ladies
and Gentlemen:
Reference
is hereby made to the Subscription Agreements entered into between each of
the
Investors and Micromem Technologies Inc. (the “Company”), pursuant to which the
Investors subscribed for Units (the “Units”) consisting of one common share of
the Company (a “Common Share”) and one warrant (a “First Warrant”), each such
First Warrant being exercisable for one Common Share and an additional warrant
(a “Second Warrant”), and each such Second Warrant being exercisable for one
Common Share at any time during the period extending 24 months following
date on
which the Units were initially issued to each respective Investor. The
expiration of the First Warrants is scheduled to occur during December 2005
and
January 2006, depending upon each Investor's closing date for the purchase
of
the Units.
Pursuant
to the terms of subscription, the Company has endeavored to have the Units
registered with the Securities and Exchange Commission. As such registration
has
not yet been completed and the First Warrants (and Second Warrants) are
scheduled to expire within the next 45 days, the Company hereby seeks the
consent of the Investors to cancel the Second Warrants included in the Units,
and in lieu thereof to issue new warrants (the “New Warrants”) to the Investors
on the following terms: the New Warrants issued to each Investor will be
exercisable at any time from their date of issuance until December 31, 2006,
without any requirement that the Investor exercise the First Warrant prior
to
receiving or exercising the New Warrants. In all other respects each Investor’s
New Warrants will be substantially identical to such Investor’s Second Warrants,
including the number of common shares into which the New Warrants are
exercisable and the exercise price thereof. To the extent the Investors consent
to the cancellation of the Second Warrants and the issuance of the New Warrants
in accordance with the foregoing, the First Warrants will be revised by deleting
all references therein to the Second Warrants and the expiration date of
the
First Warrants will be extended until June 30, 2006.
Subject
to obtaining the Investors’ consent to the restructuring described herein, the
Company intends to withdraw its current Registration Statement on Form F-3
relating to the resale of the Units, and to file a new Registration Statement
covering the Common Shares included in the Units, and the Common Shares issuable
on the exercise of the First Warrants (revised as described above) and the
New
Warrants.
With
respect to those Investors that choose not to consent to the restructuring
described herein on or before December 22, 2005, such Investors’ Units,
including the First Warrants and Second Warrants contained therein, will
not be
restructured or amended and, as a result, the First Warrants (and Second
Warrants) will expire in accordance with their original terms.
If
you
are in agreement with the foregoing restructuring terms, please indicate
your
approval thereof by signing a copy of this Letter Agreement where indicated
below.
Please
be
advised that this Letter Agreement is subject to the approval of the foregoing
terms by the Company’s Board of Directors, and the provisions of this Letter
Agreement shall have no force or effect unless and until such approval is
obtained.
To
be
effective, your consent is required to be received by the Company's counsel
on
or prior to December 22, 2005. Please fax your consent to 000-000-0000 and
mail
the original to the following coordinates:
Xxxxxxx,
Xxxxxxx & Associates LLP
000
Xxxxxxxxx Xxxxxx, 00xx
Floor
New
York,
New York 10022
Attention:
Xxxxxx X. Xxxxxxx
Very
truly yours,
By:
__________________________
Name:
Title:
Accepted
and agreed to as of
December
____, 2005
_____________________________________________
Name
of
Subscriber (Please Print)
_____________________________________________
Signature
of Subscriber or Authorized Representative
_____________________________________________
Official
Capacity of person signing if other than the Subscriber
_____________________________________________
Name
of
Person Signing if other than the Subscriber (Please Print)
