EXHIBIT 99.1
FIRST AMENDMENT TO
UNSECURED SUBORDINATED PROMISSORY NOTE
THIS FIRST AMENDMENT TO UNSECURED SUBORDINATED PROMISSORY NOTE (this
"Amendment") is made and entered into as of August 25, 2008, by and among
MicroIslet, Inc., a Nevada corporation (the "Company"), and Xxxx X. Xxxxxxxxx,
Trustee U/D/T dated September 13, 1995, or his assigns (the "Holder"). The
Company and the Holder are collectively referred to herein as the "Parties."
WHEREAS, the Company has issued to Holder, on the terms and conditions set
forth therein, an Unsecured Subordinated Promissory Note dated as of January 12,
2007 (the "Note"); and
WHEREAS, the parties wish to amend certain provisions of the Note on the
terms set forth below to: (i) extend the Maturity Date to the earlier to occur
of: (x) March 31, 2008; or (y) when declared due and payable by the Holder upon
the occurrence and during the continuance of an Event of Default; and (ii) to
provide for an increased Interest Rate after the Maturity Date as so amended.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby expressly acknowledged, the Parties, intending
to be legally bound, hereby agree as follows:
1. Certain Definitions. Capitalized terms used but not defined herein
shall have the meanings ascribed to them in the Note.
2. Amendments. Effective as of the date hereof, the Parties hereby
agree to amend the Note as follows:
a. Maturity Date. The definition of "Maturity Date" in the first
paragraph of the Note is hereby amended by replacing the date January 12,
2008 therein with the date March 31, 2008.
b. Interest. Section 2 of the Note is hereby deleted and replaced
in its entirety by the following text:
"The Company shall pay interest on the unpaid principal
balance from the date of this Note through the Maturity Date at the
rate per annum equivalent to the Wall Street Journal Prime Rate, as
the rate may change from time to time, and after the Maturity Date,
at the rate of twenty-four percent (24%) per annum (the "Interest
Rate"). "The Wall Street Journal Prime Rate" is and shall mean the
variable rate of interest, on a per annum basis, which is announced
and/or published in the Money Rates Section of The Wall Street
Journal from time to time. Interest shall be calculated on the daily
unpaid principal balance hereof based on the actual number of days
elapsed in the interest payment period over a year of 365 days or
366 days, as appropriate. Each payment shall be credited first to
interest then due, and the balance, if any, to principal."
3. Effect and Ratification. Upon execution and delivery of this
Amendment by the Parties, the Note shall be amended in accordance with Section 2
hereof, the term "Note", "hereof", "hereunder" and words of similar import
whenever used therein shall refer to the Note as amended hereby, and the Parties
shall be bound by the Note as so amended. Except as expressly amended by this
Amendment, the Note shall remain in full force and effect in accordance with the
terms and conditions thereof.
4. Miscellaneous. The terms of subsections (14) (Governing Law), and
(15) (Headings; References) of the Note are hereby incorporated by reference and
shall apply MUTATIS MUTANDIS to this Amendment as if specifically set forth
herein.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of
the date first written above.
This Amendment may be executed in one or more counterparts, each of which
shall be deemed an original, but all of which taken together shall constitute
one and the same instrument. A faxed or PDF electronic signature shall be as
valid as an originally executed signature.
"COMPANY" MICROISLET, INC., a Nevada corporation
By: /s/ Xxxxxxx X. Xxxxxxx
----------------------------
Xxxxxxx X. Xxxxxxx
Chief Executive Officer
"HOLDER" XXXX X. XXXXXXXXX, TRUSTEE U/D/T DATED
SEPTEMBER 13, 1995
By: /s/ Xxxx X. Xxxxxxxxx
----------------------------
Xxxx X. Xxxxxxxxx, Trustee
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