Exhibit 10.23
March 9, 2005
Deep Field Technologies, Inc.
000 Xxxxxxx 00
Xxxxxxx, XX 00000
Attention: Xxxx Xxxxxx, CEO
Re: Deep Field Technologies, Inc. / Cornell Capital Partners, LP
Dear Xx. Xxxxxx:
This letter shall confirm that Xxxxxx Capital Patners, LP (herein "Cornell")
has made a non-binding offer to Deep Field Technologies. Inc. (the "Company")
to enter into a Standby Equity Distribution Agreement (the "SEDA") with the
Company upon the terms detailed below:
Commitment Amount: Cornellshall commit to purchase up to Ten Million
Dollars ($10,000,000) (the "Commitment Amount") of the Company's common
stock; (the "Common Stock") over the course of twenty-four (24) moms
after an efective registration of the shares, (collectively referred to
as the SEDA)
Securities: Common Stock of the Company issued under the securities
laws of they United States under Regulation D.
Conditions: Xxxxxxx'x commitment hereunder subject to (i) the
negotiation, execution and delivery of definitive documentation with
respect to the SEDA reasonably satisfactory to Cornell, (ii) obtain any
necessary government approvals, (iii) satisfactory completion of due
diligence review and (iv) the effectiveness of the Company's
Registration Statement on Form SR-2 (SEC File No. )
Advance Notice Date: Date Cornell receives an Advance Notice requesting
an Advance (individually referred to as an "Advance" collectively
referred to as "Advances") by the Company for a portion of the SEDA.
Advance Amount: The timing and amounts of the Advances shall be at the
discretion of the Company. The maximum a ,mount of any Advance shall be
Five Hundred Thousand Dollars ($500,000).
Market Price: The lowest closing bid price of the Company's Common
Stock duns the Pricing Period.
Pricing Period: The five (5) consecutive trading day period beginning
on the (1st) trading day after an Advance Notice Date.
Purchase Price: The purchase price shall be set at ninety-ftve percent
(95%) of the Market Price.
Advance Restriction: There will be a minimum of seven (7) trading days
between Advances. No Advance will be made until there is an effective
registration steteme of the shares to be sold pursuant to the SEDA.
Fees and Expenses: Upon the initial Advance and all subsequent
Advances, Cornell shall receive directly from escrow cash compensation
equal to six percent (6%) of the gross proceeds of the Advance.
Furthermore, the Company shall issue to Cornell shares of the Company's
common s in an amount equatl to one and one-half percent (1.5%) of the
Company's outstanding Common Stock on a fully diluted basis, but
excluding any shares of common Stock to be received by Comell under the
terms of the SEDA.
The Company shall issue to Yodwille Advisors Management LLC
("Yorkville") a number of shares equivalent to fifteen thousand dollars
($15,000) divided by the closing bid price of the Company's Common Stock
an the first day the Company's Common Stock is traded on the Principal
Market. On each Advance Date, the Company shall y to Yorkville a
structuring fee of five hundred dollars ($500).
It is understood that this letter is a non-binding mutual expression of
intent and no party has any obligation or agreement with, the other xxxxx
with respect to the subject matter of his letter.
Very truly yours.
CORNELL CAPITAL PARTNERS, LP
___________________________________
Xxxxx Xxxxxxxx
Managing Partner and General Counsel
