EXHBIT 10.10
CORNELL CAPITAL PARTNERS, LP
000 Xxxxxx Xxxxxx, Xxxxx 0000
Xxxxxx Xxxx, XX 00000
October 24, 2005
VIA FEDERAL EXPRESS
AND FACSIMILE (000) 000-0000
Poseidis, Inc.
000 Xxxxxxxx Xxx., XXX 000
Xxxx Xxxx Xxxxx, XX 00000
Attention: Xxxxx Xxxxx
Re: Securities Purchase Agreement and Investor Registration Rights
Agreement each dated August 26, 2005.
Dear Xx. Xxxxx:
Poseidis, Inc. a Florida corporation (the "Company") and Cornell Capital
Partners, LP (the "Buyer") entered into a Securities Purchase Agreement
("Securities Purchase Agreement") dated August 26, 2005, pursuant to which the
Company shall issue and sell to the Buyer, as provided therein, and the Buyer
shall purchase up to Three Hundred Thousand Dollars ($300,000) of secured
convertible debentures of which $150,000 was funded pursuant to the First
Closing and $150,000 shall be funded pursuant to the Second Closing. The parties
desire to fund the Second Closing upon the execution of this letter agreement
and in reliance on the promises and representations set forth below.
In connection with the Securities Purchase Agreement, the Company and the
Buyer entered into an Investor Registration Rights Agreement dated August 26,
2005, ("Registration Rights Agreement") pursuant to which the Company agreed to
file a Registration Statement, with the United States Securities and Exchange
Commission ("SEC"). All capitalized terms not defined herein shall have the
meaning assigned to them in the Securities Purchase Agreement or the
Registration Rights Agreement.
The Parties hereby agree as follows:
1. Securities Purchase Agreement:
a. The Buyer hereby waives the condition to the Second Closing set
forth in Section 7(b)(iv) of the Securities Purchase Agreement.
Poseidis, Inc.
October 24, 2005
Page 2 of 1
b. The Company shall file the Registratio Statement in compliance
with the rules and regulations promulgated by the SEC for filing
on or before November 30, 2005.
c. The Company shall file a Certificate o Amendment to its
Certificate of Incorporation increasing its authorized common
Stock, in accordance with applicable laws, on or before November
30, 2005.
d. The Company shall file its first amendment to the Company's
Information Statement no later than October 28, 2005.
e. In connection with the convertible debentures issued pursuant to
the Securities Purchase Agreement, the Company shall not, for so
long as the convertible debentures are held by Cornell Capital
Partners, LP or its affiliates (as defined in Rule 144
promulgated under the Securities Act), redeem or repay the
convertible debentures with proceeds from the Standby Equity
Distribution Agreement between the Company and the Buyer.
2. Amendments to the Registration Rights Agreement
a. The Scheduled Filing Deadline (as defined in Section 2(a) of the
Registration Rights Agreement) shall be amended to mean November
30, 2005.
b. The Scheduled Effective Deadline (as defined in the Registration
Rights Agreement) shall be amended to mean February 28, 2006.
Please indicate your agreement to the foregoing by signing below where
indicated.
Poseidis, Inc.
October 24, 2005
Page 3 of 1
Sincerely,
CORNELL CAPITAL PARTNERS, LP
By: Yorkville Advisors, LLC
Its: General Partner
By: /s/ Xxxx Xxxxxx
-------------------------------
Name: Xxxx Xxxxxx
Its: President and Portfolio Manager
Acknowledged and Agreed on October ___, 2005:
POSEIDIS, INC.
By: /s/ Xxxxx Xxxxxx dit Xxxxx
-------------------------------
Name: Xxxxx Xxxxxx dit Xxxxx
Title: President
cc: Xxxx Xxxxxx, Esq.
Xxxxxxxxx, Xxxxxx & Xxxxxx
