EXHIBIT 99.1
AMENDMENT TO SECURITIES PURCHASE AGREEMENT
In accordance with Section 5.4 of the Securities Purchase Agreement
(the "Agreement") dated July 27, 2006 among MicroIslet, Inc., a Nevada
corporation (the "Company"), and the "Purchasers" identified on the signature
pages to the Agreement, the Company and the undersigned Purchasers hereby agree
to amend Section 4.14(a) of the Agreement to read in its entirety as follows:
"(a) For a period from the date hereof until the ninetieth (90th) day
immediately following the Effective Date (as such period may be
extended for a number of Trading Days in such ninety (90) day period
during which (i) trading in the Common Stock is suspended by the
Trading Market, or (ii) following the Effective Date, the Registration
Statement is not effective or the prospectus included in the
Registration Statement may not be used by the Purchasers for the resale
of the Shares and the Warrant Shares), the Company shall not (1) issue
any securities registered or to be registered on Form S-8 in violation
of applicable law regarding the use of such form, (2) issue any Stock
Award under the Company's 2005 Equity Incentive Plan (the "2005 Plan")
to any non-employee consultant of the Company as compensation for
services rendered (for the avoidance of doubt, such prohibition does
not prohibit the issuance of Options under the 2005 Plan or the
issuance of shares of Common Stock upon exercise of outstanding
Options), or (3) issue any shares of Common Stock or any Common Stock
Equivalents under the 2005 Plan at a purchase price, exercise price
and/or conversion price per share less than Fair Market Value (as such
term is defined in the 2005 Plan)."
This amendment eliminates the following language in the above paragraph, which
has been underlined for emphasis:
OR (4) OFFER OR SELL ANY EQUITY SECURITIES OF THE COMPANY, WHETHER CURRENTLY
AUTHORIZED OR NOT, OR RIGHTS, OPTIONS, OR WARRANTS TO PURCHASE SUCH EQUITY
SECURITIES, OR SECURITIES OF ANY TYPE WHATSOEVER THAT ARE, OR MAY BECOME,
CONVERTIBLE INTO OR EXCHANGEABLE INTO OR EXERCISABLE FOR SUCH EQUITY SECURITIES
ISSUANCE OF COMMON STOCK OR SECURITIES CONVERTIBLE INTO OR EXERCISABLE FOR
COMMON STOCK, IF SUCH SECURITIES OR RIGHTS HAVE A PURCHASE PRICE, EXERCISE PRICE
AND/OR CONVERSION PRICE PER SHARE LESS THAN THE PER UNIT PURCHASE PRICE. CLAUSE
(4) OF THIS SECTION 4.14(a) SHALL NOT APPLY TO ANY EXEMPT ISSUANCE.
Except as expressly set forth in this Amendment, the Agreement will remain in
full force and effect without modification. This Amendment may be executed in
any number of original, facsimile or .PDF counterparts, each of which will be
deemed an original and all of which together will constitute one and the same
instrument. Pursuant to Section 5.4 of the Agreement, this Amendment will become
effective when Purchasers holding a majority of outstanding "Shares" (as defined
in the Agreement)(1) sign this Amendment.
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(1) Under Section 1.1 of the Agreement, "Shares" means the shares of Common
Stock issued to the Purchasers at the Closing pursuant to the
Agreement.
DATED: December 7, 2006 "The Company"
MicroIslet, Inc.
By: /s/ Xxxxx X. Xxxxx III, M.D., Ph.D.
-----------------------------------------
Xxxxx X. Xxxxx III, M.D., Ph.D.
President and Chief Executive Officer
DATED: December _____, 2006 "Purchaser"
Name of Purchaser: _________________________
Signature of Authorized Signatory: __________
Name of Authorized Signatory: _______________
Title of Authorized Signatory: ______________
Number of Shares Held: ______________________
