Exhibit 10.22
Cornell Capital Partners, LP
000 Xxxxxx Xxxxxx, Xxxxx 0000
Xxxxxx Xxxx, XX 00000
Tel: (000) 000-0000 / Fax: (000) 000-0000
February 10, 2005
Xxxx X. Xxx
StrikeForce Technologies, Inc.
0000 Xxxx Xxxxxx'x Xxxx, Xxxxx 000
Xxxxxx, XX 00000
Xxx Xxxxx
Newbridge Securities Corporation
0000 Xxxxxxx Xxxxx Xxxx, Xxxxx 000
Xxxx Xxxxxxxxxx, XX 00000
Re: Standby Equity Distribution Agreement
This letter will memorialize the agreement between StrikeForce
Technologies, Inc., (the "Company"), and Cornell Capital Partners, LP, with
respect to the Standby Equity Distribution Agreement, as well as the related
Registration Rights Agreement, Placement Agent Agreement and Escrow Agreement
each dated December 20, 2004 (collectively the "Transaction Documents") The
Transaction Documents are hereby terminated, as are the respective rights and
obligations contained therein and none of the parties shall have any rights or
obligations under or with respect to the Transaction Documents. The Company
shall be entitled to a full refund of all shares issued as commitment fees
pursuant to the Transaction Documents.
Cornell Capital Partners, LP
By: Yorkville Advisors, LLC
Its: General Partner
By: /s/ Xxxx Xxxxxx
---------------
Name: Xxxx Xxxxxx
Title: President and Portfolio Manager
Agreed and acknowledged on this 10th day of February, 2005.
StrikeForce Technologies, Inc.
By: /s/ Xxxx X. Xxx
----------------
Name: Xxxx X. Xxx
Title: CEO
Solely with respect to the Placement Agent Agreement:
Agreed and acknowledged on this 10th day of February, 2005.
Newbridge Securities Corp.
By: /s/ Xxx Xxxxx
--------------
Name: Xxx Xxxxx
Title: President
