EXHIBIT 10.2
CYBER DEFENSE SYSTEMS, INC.
00000 Xxxxxxxxx Xxxxxxxxx
Xx. Xxxxxxxxxx, XX 00000
September 11, 2006
AJW Partners, LLC
New Millennium Capital Partners II, LLC
AJW Offshore, Ltd.
AJW Qualified Partners, LLC
0000 Xxxxxxxx Xxxxxxxxx
Xxxxx 000
Xxxxxx, Xxx Xxxx 00000
Re: Cyber Defense Systems, Inc. (the "Company") -
Amendment of Warrants
Ladies and Gentlemen:
This letter sets forth the agreement of the parties hereto to amend the
exercise price and maturity of certain warrants, which are convertible into
shares of the Company's class A common stock, par value $.001 per share (the
"Common Stock"), originally issued by the Company to the investors listed in the
signature pages hereto (collectively, the "Investors"), on April 11, 2005, May
25, 2005 and August 3, 2005 ( the "Warrants").
By execution hereof, for good and valuable consideration the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree that:
1. The exercise price shall be $.45 per share for all Warrants.
2. The term for all of the Warrants shall be extended from 5 years to a 7
year term such that all the Warrants shall expire on September 8, 2013.
3. The Warrants are hereby amended in accordance with the foregoing
provision. All other provisions of the Warrants, as amended from time to
time, shall remain in full force and effect.
4. All deficiencies in the current agreements and any existing defaults
relating to all transactions thru 9-08-2006 are hereby cured by the
Amendment of Warrants.
The parties shall do and perform, or cause to be done and performed, all
such further acts and things, and shall execute and deliver all such other
agreements, certificates, instruments and documents, as the other parties hereto
may reasonably request in order to carry out the intent an accomplish the
purposes of this letter agreement, including without limitation the issuance of
amended Notes.
Please signify your agreement with the foregoing by signing a copy of this
letter where indicated and returning it to the undersigned.
Sincerely,
CYBER DEFENSE SYSTEMS, INC.
/s/ Xxxxxxx X. Xxxxxxxx
----------------------------------------
Xxxxxxx X. Xxxxxxxx
Chief Executive Officer and President
ACCEPTED AND AGREED:
AJW PARTNERS, LLC.
By: SMS GROUP, LLC
By: /s/ Xxxxx X. Xxxxxxxx
-------------------------
Xxxxx X. Xxxxxxxx, Manager
NEW MILLENNIUM CAPITAL PARTNERS II, LLC
By: FIRST STREET MANAGER II, LLC,
By: /s/ Xxxxx X. Xxxxxxxx
-------------------------
Xxxxx X. Xxxxxxxx, Manager
AJW OFFSHORE, LTD.
By: FIRST STREET MANAGER II, LLC
By: /s/ Xxxxx X. Xxxxxxxx
-------------------------
Xxxxx X. Xxxxxxxx, Manager
AJW QUALIFIED PARTNERS, LLC
By: AJW MANAGER, LLC
By: /s/ Xxxxx X. Xxxxxxxx
-------------------------
Xxxxx X. Xxxxxxxx, Manager
