As of November 1, 2006 VIASPACE INC. 171 North Altadena Drive Suite 101 Pasadena, California 91107 Gentlemen:
Exhibit 99.3
As of November 1, 2006
Gentlemen:
This Amendment No. 1, dated as of November 1, 2006 (this “Amendment”) to the Letter
Agreement dated September 12, 2006 (the “Letter Agreement”), by and between VIASPACE INC.
(the “Company”), and GILFORD SECURITIES INCORPORATED (“Gilford”) hereby amends and
supplements solely to the extent provided herein, the Letter Agreement as follows:
1. The second sentence of Section 1 of the Letter Agreement is hereby deleted in its entirety
and replaced by the following sentence:
The Agent shall receive a commission equaling (i) eight (8%) percent
of the actual purchase price paid (the “Price”) by Cornell
Capital Partners LP (“Cornell”) for any Securities (which
percentage, with respect to the issuance of the Company’s 10%
Secured Convertible Debenture(s) (the “Debentures”), shall
be calculated as eight percent (8%) of the principal amount of each
tranche of the Debentures issued to Cornell by the Company less,
with respect to each such tranche, ten percent (10%) of such
principal amount, representing the fee payable by the Company to
Cornell on each tranche, such that the maximum aggregate principal
amount upon which the eight percent (8%) fee payable under this
subsection shall be calculated is equal to $3.42 million, and any
additional Debentures sold pursuant to any overallotment option, and
(ii) seven (7%) percent of the Price paid by Cornell on any Advance
taken by the Company under the Standby Equity Distribution Agreement
(the “SEDA”) during the three years immediately following the date
of the SEDA, before taking into account deductions for legal,
professional and other transaction costs and expenses.
VIASPACE Amendment
|
November 1, 2006 |
2. The following sentence shall be added to Section 1 of the Letter Agreement:
The Agent shall not be entitled to any Placement Commission for any
proceeds received by the Company as a result of the exercise of any
warrant issued in the Offering.
3. Section 3 of the Letter Agreement is hereby deleted in its entirety and replaced by
the following:
At Closing, the Company will pay Gilford $10,000 for attorneys’ fees
and consulting expenses incurred in connection with the negotiation,
preparation and execution of the definitive documents related to the
Offering (the “Related Documents”).
Other than the amendments and supplements expressly set forth in this Amendment, no other
changes to the Letter Agreement have been made.
Capitalized terms used but not otherwise defined herein shall have the meanings set forth in
the Letter Agreement.
This Amendment may be exercised in one or more counterparts.
The parties hereto have entered into this Amendment as of the date first appearing above.
| Very truly yours, | ||||
| GILFORD SECURITIES | ||||
| INCORPORATED | ||||
| By: | /s/ Xxxxxx X. Xxxxx | |||
| Name: Xxxxxx X. Xxxxx | ||||
| Title: President | ||||
| VIASPACE INC. | ||||
| By: | /s/ Xxxx Xxxxxxxx | |||
| Name: Xxxx Xxxxxxxx | ||||
| Title: CEO | ||||
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