ARKADOS GROUP, INC.
EXHIBIT
4.2
000 Xxx
Xxx Xxxxxxxxx Xxxx, Xxxxx 000
Piscataway,
NJ 08854
_________________________________
_________________________________
| July 1, 2008 |
|
To:
|
All
holders of the above company’s
6%
Convertible Subordinated Notes due June 30, 2008 (the
“Notes”)
$1,066,500
Principal amount outstanding
|
Arkados Group, Inc., formerly
XXXxxx.xxx, Inc., a Delaware corporation (the “Company”), subject to the
conditions set forth below, hereby offers the holders of the Notes, shares of
the Company’s common stock, $0.0001 (“Shares”) in exchange for 25% of the
outstanding principal and related interest of the Notes. The number
of Shares to be issued to each holder will be determined by multiplying the sum
of the principal amount of the holder’s Note and the accrued and unpaid interest
by 0.25 and dividing by $0.35, rounding up to the nearest whole
Share The offer is subject to and expressly conditioned upon the
acceptance of not less than the holders of $711,001 principal amount of the
Notes on or before July 7, 2008 of an amendment and waiver to the Notes
extending the due date of the remaining balance of the Notes one year to June
30, 2009 and waiving all prior defaults, which condition may be waived by the
company at its discretion. If accepted by such holders, the amendment
will, under Section 17 of the Notes, be binding on all holders and all holders
will receive their allocated share of the Shares. Delivery of the Warrants will
be made to you at your address as it appears on the Company’s Note
register. Please complete, sign and return the Extension, Waiver and
Conversion Agreement (in the form annexed hereto as Exhibit A) and your original
manually signed Note to:
Xxxxxx & Xxxxxxxxx LLP
Attn: Xxxxxxx X.
Xxxxxx
000 Xxxxxxx Xxxxxx, Xxxxx
000
Garden City,
NY 11530
Facsimile: (000)
000-0000
E-Mail: XXxxxxx@xxxxxxxx.xxx
If the amendment is approved, absent
your written instructions to the contrary below, certificates representing the
Shares and your original Note with an endorsement indicating the new maturity
date will be delivered by Federal Express, second day, to your address as it
appears on the Company’s Note register.
Trident Partners, Ltd., the placement
agent with respect to the offering of the Notes, will be paid $40,000 and issued
50,000 restricted shares of the Company’s common stock as a solicitation fee,
provided all the Note holders consent to the amendments and the
exchange.
THE
COMPANY RESERVES THE RIGHT TO MODIFY OR WITHDRAW THIS OFFER AT ANY
TIME.
|
Very
truly yours,
Xxxx
Xxxxxxxx, CEO
|
Exhibit A
– Extension,Waiver and Conversion Agreement
