November 1, 2006
c/o Barron Capital Advisors, LLC
Managing Partner
Attn: Xxxxxx Xxxxxx Xxxxxx
000 0xx Xxx, 00xx xxxxx
New York, NY 10019
Re: Common Stock Warrants "A", "B", "C" and "D"
-------------------------------------------
Xx. Xxxxxx:
Reference is made to the Common Stock Purchase Warrant "A" (the "Series
A Warrants"), the Common Stock Purchase Warrant "B" (the "Series B Warrants"),
Common Stock Purchase Warrant "C" (the "Series C Warrants"), and the Common
Stock Purchase Warrant "D" (the "Series D Warrant"), all dated June 17, 2005 and
issued by Adsouth Partners, Inc., a Nevada corporation (the "Company") to Xxxxxx
Partners, L.P., (the "Warrant Holder"). This letter will confirm the following:
1. The exercise price of the Series A Warrant to purchase 2,500,000 shares, the
Company's $.0001 par value common stock (the "Common Stock"), of which warrants
to purchase 1,877,246 shares are held by you, will be reduced from $.65 per
share to $.06 per share during the Specified Time Period..
2. The exercise price of the Series B Warrant to purchase 2,500,000 shares of
Common Stock, of which warrants to purchase 1,887,246 shares are held by you,
will be reduced from $1.20 per share to $.06 per share for the Specified Time
Period.
3. The exercise price of the Series C Warrant to purchase 3,500,000 shares of
Common Stock, of which warrants to purchase 1,887,246 shares are held by you,
will be reduced from $1.50 per share to $.10 per share for the Specified Time
Period.
4. The exercise price of the Series D Warrant to purchase 3,500,000 shares of
Common Stock, of which warrants to purchase 1,887,246 shares are held by you,
will be reduced from $1.80 per share to $.10 per share for the Specified Time
Period.
5. The Specified Time Period shall mean the 90-day period commencing on the
first trading day following the date that the Securities and Exchange Commission
declares effective a post-effective amendment on Form SB-2, covering, among
other shares, the shares of Common Stock issuable upon exercise of the warrants;
provided, however, that if, prior to the expiration of such 90-day period, the
Company receives at least $226,500 from the exercise of one or more series of
the warrants you hold, the Specified Time Period shall continue until the
expiration of your warrants.
Very truly yours,
ADSOUTH PARTNERS, INC.
By:
Xxxxx Xxx Xxxxxxxx
Chief Executive Officer
November 1, 2006
Xxxxxx Venture Capital
Attn: Xxxxx X. Xxxxx
0000 Xxxxxxx Xxx
Xxxx Xxxxx, XX 00000
Re: Common Stock Warrants "A", "B", "C" and "D"
-------------------------------------------
Xx. Xxxxx:
Reference is made to the Common Stock Purchase Warrant "A" (the "Series
A Warrants"), the Common Stock Purchase Warrant "B" (the "Series B Warrants"),
Common Stock Purchase Warrant "C" (the "Series C Warrants"), and the Common
Stock Purchase Warrant "D" (the "Series D Warrant"), all dated June 17, 2005 and
issued by Adsouth Partners, Inc., a Nevada corporation (the "Company") to Xxxxxx
Venture Capital, (the "Warrant Holder"). This letter will confirm the following:
1. The exercise price of the Series A Warrant to purchase 2,500,000 shares, the
Company's $.0001 par value common stock (the "Common Stock"), of which warrants
to purchase 574,662 shares are held by you, will be reduced from $.65 per share
to $.06 per share during the Specified Time Period..
2. The exercise price of the Series B Warrant to purchase 2,500,000 shares of
Common Stock, of which warrants to purchase 574,662 shares are held by you, will
be reduced from $1.20 per share to $.06 per share for the Specified Time Period.
3. The exercise price of the Series C Warrant to purchase 3,500,000 shares of
Common Stock, of which warrants to purchase 804,527 shares are held by you, will
be reduced from $1.50 per share to $.10 per share for the Specified Time Period.
4. The exercise price of the Series D Warrant to purchase 3,500,000 shares of
Common Stock, of which warrants to purchase 804,527 shares are held by you, will
be reduced from $1.80 per share to $.10 per share for the Specified Time Period.
5. The Specified Time Period shall mean the 90-day period commencing on the
first trading day following the date that the Securities and Exchange Commission
declares effective a post-effective amendment on Form SB-2, covering, among
other shares, the shares of Common Stock issuable upon exercise of the warrants;
provided, however, that if, prior to the expiration of such 90-day period, the
Company receives at least $69,000 from the exercise of one or more series of the
warrants you hold, the Specified Time Period shall continue until the expiration
of your warrants.
Very truly yours,
ADSOUTH PARTNERS, INC.
By:
Xxxxx Xxx Xxxxxxxx
Chief Executive Officer
November 1, 2006
Xxxxxxx Xxxxxxxx
00 Xxxxxxx Xxxxxxx
Xxxxxx, XX 00000
Re: Common Stock Warrants "A", "B", "C" and "D"
-------------------------------------------
Xx. Xxxxxxxx:
Reference is made to the Common Stock Purchase Warrant "A" (the "Series
A Warrants"), the Common Stock Purchase Warrant "B" (the "Series B Warrants"),
Common Stock Purchase Warrant "C" (the "Series C Warrants"), and the Common
Stock Purchase Warrant "D" (the "Series D Warrant"), all dated June 17, 2005 and
issued by Adsouth Partners, Inc., a Nevada corporation (the "Company") to you,
(the "Warrant Holder"). This letter will confirm the following:
1. The exercise price of the Series A Warrant to purchase 2,500,000 shares, the
Company's $.0001 par value common stock (the "Common Stock"), of which warrants
to purchase 38,092 shares are held by you, will be reduced from $.65 per share
to $.06 per share during the Specified Time Period..
2. The exercise price of the Series B Warrant to purchase 2,500,000 shares of
Common Stock, of which warrants to purchase 38,092 shares are held by you, will
be reduced from $1.20 per share to $.06 per share for the Specified Time Period.
3. The exercise price of the Series C Warrant to purchase 3,500,000 shares of
Common Stock, of which warrants to purchase 53,329 shares are held by you, will
be reduced from $1.50 per share to $.10 per share for the Specified Time Period.
4. The exercise price of the Series D Warrant to purchase 3,500,000 shares of
Common Stock, of which warrants to purchase 53,329 shares are held by you, will
be reduced from $1.80 per share to $.10 per share for the Specified Time Period.
5. The Specified Time Period shall mean the 90-day period commencing on the
first trading day following the date that the Securities and Exchange Commission
declares effective a post-effective amendment on Form SB-2, covering, among
other shares, the shares of Common Stock issuable upon exercise of the warrants;
provided, however, that if, prior to the expiration of such 90-day period, the
Company receives at least $4,500 from the exercise of one or more series of the
warrants you hold, the Specified Time Period shall continue until the expiration
of your warrants.
Very truly yours,
ADSOUTH PARTNERS, INC.
By:
Xxxxx Xxx Xxxxxxxx
Chief Executive Officer
