EXHIBIT
99.6
WAIVER AND
AMENDMENT
TO SECURITIES PURCHASE
AGREEMENT AND DEBENTURE
THIS WAIVER AND AMENDMENT,
dated as of October 24, 2006 (the
“ Waiver ”), to the Securities Purchase
Agreement, dated as of December 28, 2005, as amended (the “
Purchase Agreement ”), and the 6% Secured Convertible
Debenture due December 28, 2008 (the “ Debenture
”) is by and among Arkados Group, Inc. (formerly CDKNET.COM,
Inc.), a Delaware corporation (the “ Company ”),
and the purchasers signatory hereto (each such purchaser, a “
Purchaser ” and, collectively, the “
Purchasers ”). Capitalized terms used and not
otherwise defined herein that are defined in the Purchase Agreement
shall have the meanings given such terms in the Purchase
Agreement.
RECITALS
The Company and certain purchasers are entering
into an Second Additional Issuance Agreement, dated as of October
24, 2006 (the “ Additional Issuance Agreement
”), for the purchase by the New Purchasers of an aggregate of
$500,000 of the New Debentures and New Warrants (as such terms are
defined in the Second Additional Issuance Agreement) pursuant to
the Securities Purchase Agreement, dated as of June 30, 2006,
between the Company and the New Purchasers.
Subject to the terms and conditions of this
Waiver, the Company has requested, and the Purchasers have agreed,
to waive compliance with Sections 4.13 and 4.14 of the Purchase
Agreement and Sections 7(a), 7(b) and 7(e) of the Debenture;
and
Subject to the terms and conditions of this
Waiver, the Company has requested, and the Purchasers have agreed,
to amend the definition of Exempt Issuance contained in Section 1.1
of the Purchase Agreement.
Subject to the terms and conditions of this
Waiver, the Company has requested, and the Purchasers have agreed,
to acknowledge that the New Underlying Shares (as such term is
defined in the Additional Issuance Agreement) shall be included on
the Registration Statement registering the Debentures and Warrants
of the Purchasers.
Accordingly, in consideration of the premises
and of the mutual covenants and agreements hereinafter set forth,
the parties hereto agree as follows:
(a) Each Purchaser hereby waives compliance by the
Company with the obligations imposed by Section 4.13 of the
Purchase Agreement regarding such Purchaser’s right to
participate in the purchase of the New Debentures, as well
as
