EXHIBIT 99.1
February 7, 2004
Xxxxxxxx Technologies, Inc.
00 Xxxxxxx Xxxx, #000
Xxxxxxxxxx, Xxxxxxxxxxx 00000
Attn: Xxxxxx Xxxxxx
Re: Warrant Amendment Agreement
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Ladies and Gentlemen:
Reference is made to that certain Amendment to Warrant No. [____]
between Xxxxxxxx Technologies, Inc. (the "COMPANY"), and [___________________]
(the "INVESTOR"), dated December 28, 2004 the (AMENDMENT"). Pursuant to the
Amendment, the Company agreed to issue to the Investor a new warrant to purchase
a number of shares of the Company's common stock, $.0001 par value per share
("COMMON STOCK"), at an exercise price of $1.50, equal to the number of shares
of Common Stock purchased by the Investor prior to March 1, 2005 pursuant to the
terms of the Amendment the "REPLACEMENT WARRANTS").
The Investor hereby agrees to purchase no less than 1,500,000 shares of
the Common Stock pursuant by exercising Common Stock Purchase Warrant [____], as
amended, on the date hereof. In consideration of the premises and the other
mutual covenants contained herein, the receipt and sufficiency of which are
acknowledged, the Company will adjust the exercise price of the Replacement
Warrants from $1.50 per share to $.50 per share. Unless the shares of Common
Stock underlying the Replacement Warrant (the "WARRANT SHARES") can be sold
under the provisions of Rule 144 without limitation as to volume, whether
pursuant to Rule 144(k) or otherwise, if the Company shall determine to register
any Common Stock under the Securities Act for sale in connection with a public
offering of Common Stock (other than pursuant to an employee benefit plan or a
merger, acquisition or similar transaction, or in connection with the Equity
Line), the Company will give written notice thereof to the Investor and will
include in writing delivered to the Company within 15 days after the notice
given by the Company to the Investor. The Investor hereby consents to the
Company entering into the transactions contemplated hereby and waives any
Default or Event of Default of that certain Secured 8% Convertible Notes made by
the Company and payable to the Investor, dated September 21, 2004, that would
otherwise be due in connection with these transactions and any other defaults
under the other transaction contracts and agreements between the Investor and
the Company that may arise out of these transactions.
By:
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(signature)
Name:
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(printed)
Its:
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(title)
XXXXXXXX TECHNOLOGIES, INC.
By: /s/ Xxxxxx Xxxxxx
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Xxxxxx Xxxxxx, Chief Executive Officer
