EXHIBIT 99.1
FIRST AMENDMENT TO
SECURITIES PURCHASE AGREEMENT AND PROMISSORY NOTE
This First Amendment to the Securities Purchase Agreement and
Promissory Note (this "AMENDMENT") is made and entered into as of March 17, 2008
by and among MicroIslet, Inc., a Nevada corporation (the "COMPANY"), and SMR
1996 Trust III, a New York trust (the "PURCHASER"). The Company and the
Purchaser are collectively referred to as the "Parties."
WHEREAS, the Parties previously entered into to that certain Securities
Purchase Agreement on January 24, 2008 (the "PURCHASE AGREEMENT") pursuant to
which a Note dated January 24, 2008 in the aggregate original principal amount
of $1,000,000 was issued to the Purchaser (the "JANUARY NOTE"); and
WHEREAS, the Parties desire to amend the Purchase Agreement to increase
the aggregate original principal amount of the Notes issued or issuable pursuant
to the Agreement from $2,000,000 to $2,500,000 and to amend the definition of
"Maturity Date" as set forth in the form of Note attached as EXHIBIT A to the
Agreement and as set forth in the January Note.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:
1. AMENDMENT TO SECTION 1.1. The definition of "Notes" set forth in
SECTION 1.1 of the Purchase Agreement is hereby amended to read as follows:
"NOTES" means, collectively, the Subordinated Convertible
Unsecured Revolving Promissory Notes of the Company, each in the form of EXHIBIT
A, in an aggregate original principal amount not to exceed $2,500,000, issued or
issuable to the Purchasers at the Closings pursuant to this Agreement."
2. MATURITY DATE. The definition of "Maturity Date" set forth in the
form of Note attached as EXHIBIT A to the Purchase Agreement and in the January
Note is hereby amended to read as follows:
"the earlier to occur of (i) May 31, 2008, and (ii) when
declared due and payable by the Lender upon the occurrence and during the
continuance of an Event of Default (as defined below)."
3. RATIFICATION AND EFFECT. The Purchase Agreement and the January
Note, each as hereby amended by this Amendment, is hereby ratified and confirmed
as being in full force and effect. Except as and to the extent amended by this
Amendment, each of the Purchase Agreement and the January Note shall remain in
full force and effect in accordance with its terms.
4. CAPITALIZED TERMS. Capitalized terms used herein and not otherwise
defined shall have the meanings ascribed to them in the Purchase Agreement and
the January Note.
5. COUNTERPARTS; FACSIMILE. This Amendment may be executed in one or
more counterparts and via facsimile, each of which shall be deemed an original
instrument but all of which taken together will constitute one and the same
instrument.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the date first written above.
THE COMPANY:
MicroIslet, Inc., a Nevada corporation
By: /S/ XXXXXXX X.XXXXXXX
------------------------------------
Xxxxxxx X. Xxxxxxx
Chief Executive Officer
PURCHASER:
SMR 1996 Trust III, a New York trust
By: /S/ XXXXXX XXXX
------------------------------------
Xxxxxx Xxxx
Trustee
By: /S/ XXXXXX XXXXXXX
------------------------------------
Xxxxxx Xxxxxxx
Trustee
Initial Advance: $500,000
Proposed Closing Date: March ___, 2008
[SIGNATURE PAGE TO FIRST AMENDMENT
TO SECURITIES PURCHASE AGREEMENT AND PROMISSORY NOTE]