Exhibit 10.7 Letter Agreement dated March 28, 2008
CONECTISYS CORPORATION
00000 XXXXXX XXXXXXXX, XXXXX 000
XXXXXXXX, XX 00000
Xxxxx 00, 0000
XXX Partners, LLC
New Millennium Capital Partners II, LLC
AJW Offshore, Ltd.
AJW Qualified Partners, LLC
0000 Xxxxxxxx Xxxxxxxxx
Xxxxx 000
Xxxxxx, Xxx Xxxx 00000
Re: CONECTISYS CORPORATION (the "Company") - Amendment of Notes
Ladies and Gentlemen:
This letter shall serve as an amendment to all of the outstanding Secured
Convertible Notes (collectively, the "Notes") issued pursuant to the Securities
Purchase Agreements between ConectiSys Corporation (the "Company") and each of:
(i) AJW Partners, LLC; (ii) AJW Offshore, Ltd.; (iii) AJW Qualified Partners,
LLC; and (iv) New Millennium Capital Partners II, LLC (collectively, the
"Purchasers"). By execution hereof, for good and valuable consideration the
receipt and sufficiency of which is hereby acknowledged, the parties hereto
agree that:
1. Section 1.2(a) of the Notes shall be amended to change the Applicable
Percentage from 40% to 35%.
The parties shall do and perform, or cause to be done and performed, all such
further acts and things, and shall execute and deliver all such other
agreements, certificates, instruments and documents, as the other parties hereto
may reasonably request in order to carry out the intent an accomplish the
purposes of this letter agreement, including without limitation the issuance of
amended Notes.
Sincerely,
CONECTISYS CORPORATION
/s/ Xxxxxx Xxxxxx
-----------------
Xxxxxx Xxxxxx
Chief Executive Officer
Accepted to and agreed this
28th day of March, 2008:
AJW PARTNERS, LLC
By: SMS Group, LLC
By: /s/ Xxxxx X. Xxxxxxxx
-------------------------
Xxxxx X. Xxxxxxxx
Manager
AJW OFFSHORE, LTD.
By: First Street Manager II, LLC
By: /s/ Xxxxx X. Xxxxxxxx
-------------------------
Xxxxx X. Xxxxxxxx
Manager
AJW QUALIFIED PARTNERS, LLC
By: AJW Manager, LLC
By: /s/ Xxxxx X. Xxxxxxxx
-------------------------
Xxxxx X. Xxxxxxxx
Manager
NEW MILLENNIUM CAPITAL PARTNERS II, LLC
By: First Street Manager II, LLC
By: /s/ Xxxxx X. Xxxxxxxx
-------------------------
Xxxxx X. Xxxxxxxx
Manager
