EXHIBIT 10.9
CORNELL CAPITAL PARTNERS, LP
000 XXXXXX XXXXXX, XXXXX 0000
XXXXXX XXXX, XX 00000
October 24, 2005
Xxxxx Xxxxx, President
Poseidis, Inc.
000 Xxxxxxxx Xxx., XXX 000,
Xxxx Xxxx Xxxxx, XX 00000
Re: Poseidis, Inc. (the "Company")
Dear Xx. Xxxxx:
The Company and Cornell Capital Partners, LP ("Cornell") entered into
various financing transactions on August 26, 2005 including a Standby Equity
Distribution Agreement ("SEDA"). In connection with, and contemporaneously to
the SEDA, the Company, Cornell, and Xxxxx Xxxxxxxx, Esq. ("Escrow Agent") also
entered into an Escrow Agreement ("Escrow Agreement"). This letter shall set
forth the following agreements between the Company and Cornell:
1. The Company and Cornell hereby agree to terminate the Escrow Agreement
and remove Xxxxx Xxxxxxxx as the Escrow Agent.
2. The Company and Cornell shall enter into an Amended and Restated
Standby Equity Distribution Agreement attached hereto as Exhibit A to
amend the original SEDA to take into effect of the termination of the
Escrow Agreement and removal of the Escrow Agent.
Poseidis, Inc.
October 24, 2005
Page 2 of 2
Please indicate your agreement to the forgoing by signing below where
indicated.
Sincerely,
CORNELL CAPITAL PARTNERS, LP
By: Yorkville Advisors, LLC
Its: General Partner
By: /s/ Xxxx Xxxxxx
-------------------------------
Name: Xxxx Xxxxxx
Title: Portfolio Manager
Agreed and Acknowledged:
POSEIDIS, INC.
By: /s/ Xxxxx Xxxxxx dit Xxxxx
-------------------------------
Name: Xxxxx Xxxxxx dit Xxxxx
Title: President
cc: Xxxxx Xxxxxxxx, Esq.
Poseidis, Inc.
October 24, 2005
Page 3 of 2
EXHIBIT A
AMENDED AND RESTATED
STANDBY EQUITY DISTRIBUTION AGREEMENT
