GIGABEAM CORPORATION
EXHIBIT
10.8
GIGABEAM
CORPORATION
0000
Xxxxxxx Xxxxx Xxxxx, Xxxxx 000
Xxxxxx,
Xxxxx Xxxxxxxx 00000
December
31,
2007
Midsummer
Investment, Ltd.
c/o
Midsummer Capital, LLC
000
Xxxxxxx Xxxxxx, 00xx
Xxxxx
Xxx
Xxxx,
Xxx Xxxx 00000
Attn:
Xxxxx X. Xxxxxxx
|
Re:
|
Termination
of Securities Purchase Agreement, dated August 16, 2007; Advances
under
May 22, 2007 Securities Purchase
Agreement
|
Dear
Xx.
Xxxxxxx:
This
letter confirms our understanding and acknowledgement that the Securities
Purchase Agreement, dated August 16, 2007, and the transactions contemplated
thereunder, are hereby terminated pursuant to Section 5.1 therein as a result
of
the closing of said transaction failing to close on or before August 31, 2007
as
well as the mutual understanding and agreement of the parties thereto. As such,
the obligations of GigaBeam Corporation (the “Company”)
under
the 14% Secured Debenture issued pursuant to the Securities Purchase Agreement,
dated May 22, 2007 (the “Purchase
Agreement”),
was
not paid off pursuant to such agreement and remains outstanding pursuant to
the
terms thereunder and in full force and effect. Furthermore, the Company agrees
that certain cash advances made by Midsummer Investment, Ltd. (“Midsummer”)
on or
about August 16, 2007 in the amount of $500,000 and on or about November 30,
2007 in the amount of $400,000 shall be evidenced by the issuance by the Company
of 14% Promissory Notes (together, the “Notes”)
and
any such advances after the date hereof shall be evidenced by the issuance
by
the Company of additional 14% Secured Debentures, which 14% Secured Debentures
(the “New
Debentures”)
shall
be governed by the terms and conditions of the Purchase Agreement and the other
agreements and understandings of the parties entered into in connection
therewith, including but not limited to, the grant of a security interest in
all
the assets of the Company and its subsidiaries to Midsummer. The Company
acknowledges and agrees that the definition of “Obligations” under Section 1(c)
the Security Agreement, dated May 22, 2007, by and among the Company and
Midsummer shall be deemed to include all obligations of the Company and its
subsidiaries under the New Debentures. Midsummer waives any Events of Default
that currently exist under the 14% Secured Debentures, any New Debentures that
currently exist and any Events of Default that currently exist under the Notes
dated August 16, 2007 and November 30, 2007; provided that this waiver shall
not
apply to any future Events of Default that occur.
|
GIGABEAM
CORPORATION
|
|
|
By:
|
/s/
S. Xxx Xxxxxxxx
|
|
Name:
S. Xxx Xxxxxxxx
|
|
|
Title:
Chief Executive Officer
|
|
Acknowledged:
|
By:
|
/s/
Xxxxx Xxxxxxx
|
|
Name:
|
|
