CYBER DEFENSE SYSTEMS, INC. 10901 Roosevelt Boulevard St. Petersburg, FL 33716
CYBER
DEFENSE SYSTEMS, INC.
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August
21, 2007
AJW
Partners, LLC
New
Millennium Capital Partners II, LLC
AJW
Offshore, Ltd.
AJW
Qualified Partners, LLC
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Re:
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Cyber
Defense Systems, Inc. (the “Company”) -
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Ladies
and Gentlemen:
This
letter sets forth the agreement of the parties hereto to amend the Applicable
Percentage (as defined in the Notes) of all the Notes ever issued by the
Company
to the Investors, which are convertible into shares of the Company’s class A
common stock, par value $.001 per share (the “Common
Stock”),
originally issued by the Company to the investors listed in the signature
pages
hereto (collectively, the “Investors”)
( the
“Notes”).
By
execution hereof, for good and valuable consideration the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree
that:
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1.
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The
Applicable Percentage (as defined in the Notes) shall be
30%.
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The
parties shall do and perform, or cause to be done and performed, all such
further acts and things, and shall execute and deliver all such other
agreements, certificates, instruments and documents, as the other parties
hereto
may reasonably request in order to carry out the intent an accomplish the
purposes of this letter agreement, including without limitation the issuance
of
amended Notes.
Please
signify your agreement with the foregoing by signing a copy of this letter
where
indicated and returning it to the undersigned.
| Sincerely, | ||
| CYBER DEFENSE SYSTEMS, INC. | ||
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| Chief Executive Officer and President | ||
ACCEPTED
AND AGREED:
AJW
PARTNERS, LLC.
By:
SMS
GROUP, LLC
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▇▇▇▇▇▇▇▇, Manager
NEW
MILLENNIUM CAPITAL PARTNERS II, LLC
By:
FIRST
STREET MANAGER II, LLC,
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AJW
OFFSHORE, LTD.
By:
FIRST
STREET MANAGER II, LLC
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▇▇▇▇▇▇▇▇, Manager
AJW
QUALIFIED PARTNERS, LLC
By:
AJW
MANAGER, LLC
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▇▇▇▇▇▇▇▇, Manager