Exhibit 99.1
SECOND AMENDMENT TO
SECURITIES PURCHASE AGREEMENT
This Second Amendment to the Securities Purchase Agreement (this
"Amendment") is made and entered into as of April 2, 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 and that certain First Amendment to
Securities Purchase Agreement and Promissory Note on March 17, 2008 (together,
the "Purchase Agreement"); and
WHEREAS, the Parties desire to further amend the Purchase Agreement to
increase the aggregate original principal amount of the Notes issued or issuable
pursuant to the Agreement from $2,500,000 to $4,500,000.
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 $4,500,000, issued or
issuable to the Purchasers at the Closings pursuant to this Agreement."
2. Ratification and Effect. The Purchase Agreement 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, the
Purchase Agreement shall remain in full force and effect in accordance with its
terms.
3. Capitalized Terms. Capitalized terms used herein and not
otherwise defined shall have the meanings ascribed to them in the Purchase
Agreement.
4. 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.
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
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Xxxxxxx X. Xxxxxxx
Chief Executive Officer
PURCHASERS:
SMR 1996 Trust III, a New York trust
By: /s/ Xxxxxx Xxxx
-------------------------------
Xxxxxx Xxxx
Trustee
By: /s/ Xxxxxx Xxxxxxx
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Xxxxxx Xxxxxxx
Trustee
[SIGNATURE PAGE TO SECOND AMENDMENT
TO SECURITIES PURCHASE AGREEMENT]
