EXHIBIT 10.9
CORNELL CAPITAL PARTNERS, LP
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
October 24, 2005
▇▇▇▇▇ ▇▇▇▇▇, President
Poseidis, Inc.
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇., ▇▇▇ ▇▇▇,
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Re: Poseidis, Inc. (the "Company")
Dear ▇▇. ▇▇▇▇▇:
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 ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, 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 ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ 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/ ▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇▇▇
Title: Portfolio Manager
Agreed and Acknowledged:
POSEIDIS, INC.
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ dit ▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇▇ dit ▇▇▇▇▇
Title: President
cc: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Esq.
Poseidis, Inc.
October 24, 2005
Page 3 of 2
EXHIBIT A
AMENDED AND RESTATED
STANDBY EQUITY DISTRIBUTION AGREEMENT