EXHIBIT 4.1
AMENDMENT TO
SECURITIES PURCHASE AGREEMENT
This FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENT (this "Amendment")
dated as of April 27, 2007, is entered into among Aquamatrix, Inc., a Nevada
corporation f/k/a Nesco Industries, Inc. (the "Company"), and the investors
signatory hereto (the "Required Holders").
WHEREAS:
A. The Company and certain investors party thereto entered into a
Securities Purchase Agreement dated as of February 15, 2007 (the "Purchase
Agreement"), pursuant to which the Buyers purchased Notes in the aggregate
principal amount of approximately $4,457,000 and Warrants exercisable to
purchase approximately 480,000,000 shares of the Company's Common Stock.
Capitalized terms used but not defined in this Amendment shall have the meanings
set forth in the Purchase Agreement.
B. Pursuant to the Purchase Agreement, the Company may issue and sell at
the Second Closing an additional aggregate principal amount of Notes equal to
$500,000 and additional Warrants to acquire up to approximately 53,897,000
shares of Common Stock.
C. The Company and the Required Holders have agreed to amend the Purchase
Agreement, in accordance with the terms and conditions set forth herein, to
increase the amount of Notes and Warrants that may be sold in the Second
Closing, which increase will allow the Company to raise additional working
capital.
NOW, THEREFORE, in consideration of the premises and the mutual covenants
contained herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
AGREEMENTS
1. AMENDMENTS. The first sentence of Section 1(d) of the Purchase
Agreement is hereby deleted in its entirety and replaced with the following:
"Subject to the terms and conditions of this Agreement, after the closing
and at any time on or prior to the date of the filing by the Company of the
initial registration statement required to be filed by it under the Registration
Rights Agreement, at a second closing (the "Second Closing"), the Company may
issue and sell to one or more individuals and entities approved by the Company's
Board of Directors (each an "Additional Buyer" and collectively, the "Additional
Buyers") an aggregate principal amount of Notes up to $1,000,000 at the Purchase
Price of $0.9300 for each $1.00 of principal amount of Notes and Warrants to
acquire up to One Hundred Seven Million, Seven Hundred Fifty Eight Thousand, Six
Hundred and Twenty (107,758,620) shares of Common Stock."
2. COUNTERPARTS. This Amendment may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of
which when so executed shall constitute but one and the same instrument.
3. CONTINUATION. Except as amended hereby, the Purchase Agreement shall
continue in full force and effect. Any reference to the Purchase Agreement in
any of the documents, instruments or agreements executed and/or delivered in
connection with the transactions contemplated in the Purchase Agreement,
including the Transaction Documents shall be deemed to be references to the
Purchase Agreement as amended by this Amendment.
4. REQUIRED HOLDERS. The Buyers signing this Amendment are holders of
Notes representing at least two thirds of the aggregate principal amount of the
Notes now outstanding.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed as of the date first above written.
COMPANY:
AQUAMATRIX, INC.
By: /s/ Xxxxxxx Xxxxxxxx
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Xxxxxxx Xxxxxxxx, President
REQUIRED HOLDERS:
GOTTBETTER CAPITAL MASTER, LTD.
By: /s/ Xxxx X. Xxxxxxxxxx
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Name: Xxxx X. Xxxxxxxxxx
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Title: Director
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BRIDGEPOINTE MASTER FUND LTD.
By: /s/ Xxxx X. Xxxxxx
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Name: Xxxx X. Xxxxxx
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Title: Director
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X. XXXXXXXX FUND LP
By: /s/ Xxxxx Xxxxxxx
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Name: Xxxxx Xxxxxxx
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Title: Managing Member
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/s/ Xxxx November
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XXXX NOVEMBER
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XXXXX BLOCK
Representing at least two thirds of the aggregate
outstanding principal of the Notes
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