As of October 12, 2005 Smithfield Fiduciary LLC c/o Highbridge Capital Management, LLC
Exhibit
10.1(b)
As
of
October 12, 2005
Smithfield
Fiduciary LLC
c/o
Highbridge Capital Management, LLC
0
Xxxx
00xx
Xxxxxx,
00xx
Xxxxx
Xxx
Xxxx,
XX 00000
Attn:
Xxxx X. Chill
Re:
Securities
Purchase Agreement dated August 16, 2005
Dear
Mr.
Chill:
There
are
two upcoming obligations with which Vaso Active needs to comply. The first
is
the requirement under Section 4.5(a) of the Purchase Agreement that Vaso Active
have available sufficient authorized Class A Common Stock to cover Iroquois’
investment (and that of the co-investors). To satisfy this requirement, the
sole
shareholder of our Class B Common Stock, BioChemics, Inc., has agreed not to
exercise its right to convert its shares into shares of our Class A Common
Stock
until the effectiveness of the amendment to our Certificate of Incorporation
increasing the number of authorized shares of Class A Common Stock. (A copy
of
BioChemics’ agreement is attached to this letter.) This action on the part of
BioChemics frees up 4.5 million shares of Class A Common Stock which is more
than sufficient to result in the satisfaction of this Purchase Agreement
obligation. Accordingly, as Xxxx discussed with you, we need not take any
further action to satisfy Section 4.5(a) of the Purchase Agreement.
The
second impending requirement of the Purchase Agreement is that Vaso Active
file
a resale registration statement covering the underlying Class A shares by
October 15, 2005. By coordinating the filing of the resale registration
statement of the Class A shares associated with the Purchase Agreement with
the
upcoming stockholders meeting to approve an increase in the number of authorized
Class A shares, Vaso Active would save substantial accounting and legal fees.
However, this would require that Vaso Active not comply with Section 6.1(a)
of
the Purchase Agreement and, as such, would incur an initial penalty of about
$50,000. I am requesting your agreement to waive the October 15, 2005 deadline
to permit Vaso Active to file the registration statement not later than December
15, 2005. As compensation for this allowance, Vaso Active would like to offer
Iroquois and the other co-investors a total of 100,000 warrants for Class A
Common
Stock at $1.00 strike. The portion of these 100,000 warrants allocable to
Smithfield Fiduciary LLC is 30,000 warrants. If this is acceptable, please
acknowledge below. If you have any questions, don’t hesitate to call either me
to discuss this further.
Sincerely,
/s/
Xxxxxx Xxxxxxxxxx
Xxxxxx
Xxxxxxxxxx
President
Agreed
and accepted as requested as of the date first above written.
Smithfield
Fiduciary LLC
By:
/s/ Xxxx X. Chill
Name:
Xxxx X. Chill
Title:
Authorized Signatory
