Phantom Fiber Corporation Bridge Financing Exchange Offer Letter Agreement with Investors

 

Dear Investor:

The information in this letter and in the enclosed documents is strictly confidential. By accepting this letter and enclosures you hereby agree that the information contained herein and therein shall be maintained in the strictest confidence by you and shall not be used for any purpose other than in connection with the consummation of the proposed transaction described thereby.

On December 8, 2005, Phantom Fiber Corporation (the “Company”) closed on a private placement with you and other investors of common stock and warrants (the “Securities”) for aggregate gross proceeds of $858,000 (the “Bridge Financing”). Each one share of common stock and warrant to purchase one share of common stock was sold to you at a price of $0.55 per unit. Section 3.10 of your Subscription Agreement gives you the right to exchange the Securities you purchased for securities offered by the Company in a future equity financing on the same terms as contemplated by such future equity financing during the period ending 45 days after December 8, 2005.

The Company has negotiated a private placement of Senior Convertible Notes, Series A Warrants and Series B Warrants involving one lead institutional accredited investor for gross proceeds of up to $3,500,000 (the “Debt Financing”). All participants in the Bridge Financing are being offered the opportunity to exchange their Securities for securities offered in the Debt Financing based on their total purchase price in the Bridge Financing. If you wish to exchange your Securities for securities offered in the Debt Financing, please: (1) countersign below indicating the dollar amount you invested in the Bridge Financing; and (2) complete and execute (a) the signature page and the Schedule of Buyers to the Securities Purchase Agreement, and (b) the signature page and the Schedule of Buyers to the Registration Rights Agreement.

Please note that the lead institutional accredited investor in the Debt Financing anticipates investing approximately $2,642,000. If less than all of the participants in the Bridge Financing decide to exchange their Securities for securities offered in the Debt Financing, then the total dollar amount of the Debt Financing will be less than $3,500,000. By signing this letter and the enclosed documents, you hereby agree that the bracketed $3,500,000 figure appearing on the first page of the enclosed Securities Purchase Agreement may be changed prior to closing and that your signature pages on the enclosed documents may be used as executed transaction documents as revised pursuant to this sentence.

Sincerely,

/s/ Jeffrey Halloran

Jeffrey Halloran

Chief Executive Officer

 

 

Dear Investor:

The information in this letter and in the enclosed documents is strictly confidential. By accepting this letter and enclosures you hereby agree that the information contained herein and therein shall be maintained in the strictest confidence by you and shall not be used for any purpose other than in connection with the consummation of the proposed transaction described thereby.

On December 8, 2005, Phantom Fiber Corporation (the “Company”) closed on a private placement with you and other investors of common stock and warrants (the “Securities”) for aggregate gross proceeds of $858,000 (the “Bridge Financing”). Each one share of common stock and warrant to purchase one share of common stock was sold to you at a price of $0.55 per unit. Section 3.10 of your Subscription Agreement gives you the right to exchange the Securities you purchased for securities offered by the Company in a future equity financing on the same terms as contemplated by such future equity financing during the period ending 45 days after December 8, 2005.

The Company has negotiated a private placement of Senior Convertible Notes, Series A Warrants and Series B Warrants involving one lead institutional accredited investor for gross proceeds of up to $3,500,000 (the “Debt Financing”). All participants in the Bridge Financing are being offered the opportunity to exchange their Securities for securities offered in the Debt Financing based on their total purchase price in the Bridge Financing. If you wish to exchange your Securities for securities offered in the Debt Financing, please: (1) countersign below indicating the dollar amount you invested in the Bridge Financing; and (2) complete and execute (a) the signature page and the Schedule of Buyers to the Securities Purchase Agreement, and (b) the signature page and the Schedule of Buyers to the Registration Rights Agreement.

Please note that the lead institutional accredited investor in the Debt Financing anticipates investing approximately $2,642,000. If less than all of the participants in the Bridge Financing decide to exchange their Securities for securities offered in the Debt Financing, then the total dollar amount of the Debt Financing will be less than $3,500,000. By signing this letter and the enclosed documents, you hereby agree that the bracketed $3,500,000 figure appearing on the first page of the enclosed Securities Purchase Agreement may be changed prior to closing and that your signature pages on the enclosed documents may be used as executed transaction documents as revised pursuant to this sentence.

Sincerely,

/s/ Jeffrey Halloran

Jeffrey Halloran

Chief Executive Officer

 

Dear Investor:

The information in this letter and in the enclosed documents is strictly confidential. By accepting this letter and enclosures you hereby agree that the information contained herein and therein shall be maintained in the strictest confidence by you and shall not be used for any purpose other than in connection with the consummation of the proposed transaction described thereby.

On December 8, 2005, Phantom Fiber Corporation (the “Company”) closed on a private placement with you and other investors of common stock and warrants (the “Securities”) for aggregate gross proceeds of $858,000 (the “Bridge Financing”). Each one share of common stock and warrant to purchase one share of common stock was sold to you at a price of $0.55 per unit. Section 3.10 of your Subscription Agreement gives you the right to exchange the Securities you purchased for securities offered by the Company in a future equity financing on the same terms as contemplated by such future equity financing during the period ending 45 days after December 8, 2005.

The Company has negotiated a private placement of Senior Convertible Notes, Series A Warrants and Series B Warrants involving one lead institutional accredited investor for gross proceeds of up to $3,500,000 (the “Debt Financing”). All participants in the Bridge Financing are being offered the opportunity to exchange their Securities for securities offered in the Debt Financing based on their total purchase price in the Bridge Financing. If you wish to exchange your Securities for securities offered in the Debt Financing, please: (1) countersign below indicating the dollar amount you invested in the Bridge Financing; and (2) complete and execute (a) the signature page and the Schedule of Buyers to the Securities Purchase Agreement, and (b) the signature page and the Schedule of Buyers to the Registration Rights Agreement.

Please note that the lead institutional accredited investor in the Debt Financing anticipates investing approximately $2,642,000. If less than all of the participants in the Bridge Financing decide to exchange their Securities for securities offered in the Debt Financing, then the total dollar amount of the Debt Financing will be less than $3,500,000. By signing this letter and the enclosed documents, you hereby agree that the bracketed $3,500,000 figure appearing on the first page of the enclosed Securities Purchase Agreement may be changed prior to closing and that your signature pages on the enclosed documents may be used as executed transaction documents as revised pursuant to this sentence.

Sincerely,

/s/ Jeffrey Halloran

Jeffrey Halloran

Chief Executive Officer

 

Dear Investor:

The information in this letter and in the enclosed documents is strictly confidential. By accepting this letter and enclosures you hereby agree that the information contained herein and therein shall be maintained in the strictest confidence by you and shall not be used for any purpose other than in connection with the consummation of the proposed transaction described thereby.

On December 8, 2005, Phantom Fiber Corporation (the “Company”) closed on a private placement with you and other investors of common stock and warrants (the “Securities”) for aggregate gross proceeds of $858,000 (the “Bridge Financing”). Each one share of common stock and warrant to purchase one share of common stock was sold to you at a price of $0.55 per unit. Section 3.10 of your Subscription Agreement gives you the right to exchange the Securities you purchased for securities offered by the Company in a future equity financing on the same terms as contemplated by such future equity financing during the period ending 45 days after December 8, 2005.

The Company has negotiated a private placement of Senior Convertible Notes, Series A Warrants and Series B Warrants involving one lead institutional accredited investor for gross proceeds of up to $3,500,000 (the “Debt Financing”). All participants in the Bridge Financing are being offered the opportunity to exchange their Securities for securities offered in the Debt Financing based on their total purchase price in the Bridge Financing. If you wish to exchange your Securities for securities offered in the Debt Financing, please: (1) countersign below indicating the dollar amount you invested in the Bridge Financing; and (2) complete and execute (a) the signature page and the Schedule of Buyers to the Securities Purchase Agreement, and (b) the signature page and the Schedule of Buyers to the Registration Rights Agreement.

Please note that the lead institutional accredited investor in the Debt Financing anticipates investing approximately $2,642,000. If less than all of the participants in the Bridge Financing decide to exchange their Securities for securities offered in the Debt Financing, then the total dollar amount of the Debt Financing will be less than $3,500,000. By signing this letter and the enclosed documents, you hereby agree that the bracketed $3,500,000 figure appearing on the first page of the enclosed Securities Purchase Agreement may be changed prior to closing and that your signature pages on the enclosed documents may be used as executed transaction documents as revised pursuant to this sentence.

Sincerely,

/s/ Jeffrey Halloran

Jeffrey Halloran

Chief Executive Officer

 

 

Dear Investor:

The information in this letter and in the enclosed documents is strictly confidential. By accepting this letter and enclosures you hereby agree that the information contained herein and therein shall be maintained in the strictest confidence by you and shall not be used for any purpose other than in connection with the consummation of the proposed transaction described thereby.

On December 8, 2005, Phantom Fiber Corporation (the “Company”) closed on a private placement with you and other investors of common stock and warrants (the “Securities”) for aggregate gross proceeds of $858,000 (the “Bridge Financing”). Each one share of common stock and warrant to purchase one share of common stock was sold to you at a price of $0.55 per unit. Section 3.10 of your Subscription Agreement gives you the right to exchange the Securities you purchased for securities offered by the Company in a future equity financing on the same terms as contemplated by such future equity financing during the period ending 45 days after December 8, 2005.

The Company has negotiated a private placement of Senior Convertible Notes, Series A Warrants and Series B Warrants involving one lead institutional accredited investor for gross proceeds of up to $3,500,000 (the “Debt Financing”). All participants in the Bridge Financing are being offered the opportunity to exchange their Securities for securities offered in the Debt Financing based on their total purchase price in the Bridge Financing. If you wish to exchange your Securities for securities offered in the Debt Financing, please: (1) countersign below indicating the dollar amount you invested in the Bridge Financing; and (2) complete and execute (a) the signature page and the Schedule of Buyers to the Securities Purchase Agreement, and (b) the signature page and the Schedule of Buyers to the Registration Rights Agreement.

Please note that the lead institutional accredited investor in the Debt Financing anticipates investing approximately $2,642,000. If less than all of the participants in the Bridge Financing decide to exchange their Securities for securities offered in the Debt Financing, then the total dollar amount of the Debt Financing will be less than $3,500,000. By signing this letter and the enclosed documents, you hereby agree that the bracketed $3,500,000 figure appearing on the first page of the enclosed Securities Purchase Agreement may be changed prior to closing and that your signature pages on the enclosed documents may be used as executed transaction documents as revised pursuant to this sentence.

Sincerely,

/s/ Jeffrey Halloran

Jeffrey Halloran

Chief Executive Officer

 

Dear Investor:

The information in this letter and in the enclosed documents is strictly confidential. By accepting this letter and enclosures you hereby agree that the information contained herein and therein shall be maintained in the strictest confidence by you and shall not be used for any purpose other than in connection with the consummation of the proposed transaction described thereby.

On December 8, 2005, Phantom Fiber Corporation (the “Company”) closed on a private placement with you and other investors of common stock and warrants (the “Securities”) for aggregate gross proceeds of $858,000 (the “Bridge Financing”). Each one share of common stock and warrant to purchase one share of common stock was sold to you at a price of $0.55 per unit. Section 3.10 of your Subscription Agreement gives you the right to exchange the Securities you purchased for securities offered by the Company in a future equity financing on the same terms as contemplated by such future equity financing during the period ending 45 days after December 8, 2005.

The Company has negotiated a private placement of Senior Convertible Notes, Series A Warrants and Series B Warrants involving one lead institutional accredited investor for gross proceeds of up to $3,500,000 (the “Debt Financing”). All participants in the Bridge Financing are being offered the opportunity to exchange their Securities for securities offered in the Debt Financing based on their total purchase price in the Bridge Financing. If you wish to exchange your Securities for securities offered in the Debt Financing, please: (1) countersign below indicating the dollar amount you invested in the Bridge Financing; and (2) complete and execute (a) the signature page and the Schedule of Buyers to the Securities Purchase Agreement, and (b) the signature page and the Schedule of Buyers to the Registration Rights Agreement.

Please note that the lead institutional accredited investor in the Debt Financing anticipates investing approximately $2,642,000. If less than all of the participants in the Bridge Financing decide to exchange their Securities for securities offered in the Debt Financing, then the total dollar amount of the Debt Financing will be less than $3,500,000. By signing this letter and the enclosed documents, you hereby agree that the bracketed $3,500,000 figure appearing on the first page of the enclosed Securities Purchase Agreement may be changed prior to closing and that your signature pages on the enclosed documents may be used as executed transaction documents as revised pursuant to this sentence.

Sincerely,

/s/ Jeffrey Halloran

Jeffrey Halloran

Chief Executive Officer

 

 

Dear Investor:

The information in this letter and in the enclosed documents is strictly confidential. By accepting this letter and enclosures you hereby agree that the information contained herein and therein shall be maintained in the strictest confidence by you and shall not be used for any purpose other than in connection with the consummation of the proposed transaction described thereby.

On December 8, 2005, Phantom Fiber Corporation (the “Company”) closed on a private placement with you and other investors of common stock and warrants (the “Securities”) for aggregate gross proceeds of $858,000 (the “Bridge Financing”). Each one share of common stock and warrant to purchase one share of common stock was sold to you at a price of $0.55 per unit. Section 3.10 of your Subscription Agreement gives you the right to exchange the Securities you purchased for securities offered by the Company in a future equity financing on the same terms as contemplated by such future equity financing during the period ending 45 days after December 8, 2005.

The Company has negotiated a private placement of Senior Convertible Notes, Series A Warrants and Series B Warrants involving one lead institutional accredited investor for gross proceeds of up to $3,500,000 (the “Debt Financing”). All participants in the Bridge Financing are being offered the opportunity to exchange their Securities for securities offered in the Debt Financing based on their total purchase price in the Bridge Financing. If you wish to exchange your Securities for securities offered in the Debt Financing, please: (1) countersign below indicating the dollar amount you invested in the Bridge Financing; and (2) complete and execute (a) the signature page and the Schedule of Buyers to the Securities Purchase Agreement, and (b) the signature page and the Schedule of Buyers to the Registration Rights Agreement.

Please note that the lead institutional accredited investor in the Debt Financing anticipates investing approximately $2,642,000. If less than all of the participants in the Bridge Financing decide to exchange their Securities for securities offered in the Debt Financing, then the total dollar amount of the Debt Financing will be less than $3,500,000. By signing this letter and the enclosed documents, you hereby agree that the bracketed $3,500,000 figure appearing on the first page of the enclosed Securities Purchase Agreement may be changed prior to closing and that your signature pages on the enclosed documents may be used as executed transaction documents as revised pursuant to this sentence.

Sincerely,

/s/ Jeffrey Halloran

Jeffrey Halloran

Chief Executive Officer

Dear Investor:

The information in this letter and in the enclosed documents is strictly confidential. By accepting this letter and enclosures you hereby agree that the information contained herein and therein shall be maintained in the strictest confidence by you and shall not be used for any purpose other than in connection with the consummation of the proposed transaction described thereby.

On December 8, 2005, Phantom Fiber Corporation (the “Company”) closed on a private placement with you and other investors of common stock and warrants (the “Securities”) for aggregate gross proceeds of $858,000 (the “Bridge Financing”). Each one share of common stock and warrant to purchase one share of common stock was sold to you at a price of $0.55 per unit. Section 3.10 of your Subscription Agreement gives you the right to exchange the Securities you purchased for securities offered by the Company in a future equity financing on the same terms as contemplated by such future equity financing during the period ending 45 days after December 8, 2005.

The Company has negotiated a private placement of Senior Convertible Notes, Series A Warrants and Series B Warrants involving one lead institutional accredited investor for gross proceeds of up to $3,500,000 (the “Debt Financing”). All participants in the Bridge Financing are being offered the opportunity to exchange their Securities for securities offered in the Debt Financing based on their total purchase price in the Bridge Financing. If you wish to exchange your Securities for securities offered in the Debt Financing, please: (1) countersign below indicating the dollar amount you invested in the Bridge Financing; and (2) complete and execute (a) the signature page and the Schedule of Buyers to the Securities Purchase Agreement, and (b) the signature page and the Schedule of Buyers to the Registration Rights Agreement.

Please note that the lead institutional accredited investor in the Debt Financing anticipates investing approximately $2,642,000. If less than all of the participants in the Bridge Financing decide to exchange their Securities for securities offered in the Debt Financing, then the total dollar amount of the Debt Financing will be less than $3,500,000. By signing this letter and the enclosed documents, you hereby agree that the bracketed $3,500,000 figure appearing on the first page of the enclosed Securities Purchase Agreement may be changed prior to closing and that your signature pages on the enclosed documents may be used as executed transaction documents as revised pursuant to this sentence.

Sincerely,

/s/ Jeffrey Halloran

Jeffrey Halloran

Chief Executive Officer

 

 

Dear Investor:

The information in this letter and in the enclosed documents is strictly confidential. By accepting this letter and enclosures you hereby agree that the information contained herein and therein shall be maintained in the strictest confidence by you and shall not be used for any purpose other than in connection with the consummation of the proposed transaction described thereby.

On December 8, 2005, Phantom Fiber Corporation (the “Company”) closed on a private placement with you and other investors of common stock and warrants (the “Securities”) for aggregate gross proceeds of $858,000 (the “Bridge Financing”). Each one share of common stock and warrant to purchase one share of common stock was sold to you at a price of $0.55 per unit. Section 3.10 of your Subscription Agreement gives you the right to exchange the Securities you purchased for securities offered by the Company in a future equity financing on the same terms as contemplated by such future equity financing during the period ending 45 days after December 8, 2005.

The Company has negotiated a private placement of Senior Convertible Notes, Series A Warrants and Series B Warrants involving one lead institutional accredited investor for gross proceeds of up to $3,500,000 (the “Debt Financing”). All participants in the Bridge Financing are being offered the opportunity to exchange their Securities for securities offered in the Debt Financing based on their total purchase price in the Bridge Financing. If you wish to exchange your Securities for securities offered in the Debt Financing, please: (1) countersign below indicating the dollar amount you invested in the Bridge Financing; and (2) complete and execute (a) the signature page and the Schedule of Buyers to the Securities Purchase Agreement, and (b) the signature page and the Schedule of Buyers to the Registration Rights Agreement.

Please note that the lead institutional accredited investor in the Debt Financing anticipates investing approximately $2,642,000. If less than all of the participants in the Bridge Financing decide to exchange their Securities for securities offered in the Debt Financing, then the total dollar amount of the Debt Financing will be less than $3,500,000. By signing this letter and the enclosed documents, you hereby agree that the bracketed $3,500,000 figure appearing on the first page of the enclosed Securities Purchase Agreement may be changed prior to closing and that your signature pages on the enclosed documents may be used as executed transaction documents as revised pursuant to this sentence.

Sincerely,

/s/ Jeffrey Halloran

Jeffrey Halloran

Chief Executive Officer

Dear Investor:

The information in this letter and in the enclosed documents is strictly confidential. By accepting this letter and enclosures you hereby agree that the information contained herein and therein shall be maintained in the strictest confidence by you and shall not be used for any purpose other than in connection with the consummation of the proposed transaction described thereby.

On December 8, 2005, Phantom Fiber Corporation (the “Company”) closed on a private placement with you and other investors of common stock and warrants (the “Securities”) for aggregate gross proceeds of $858,000 (the “Bridge Financing”). Each one share of common stock and warrant to purchase one share of common stock was sold to you at a price of $0.55 per unit. Section 3.10 of your Subscription Agreement gives you the right to exchange the Securities you purchased for securities offered by the Company in a future equity financing on the same terms as contemplated by such future equity financing during the period ending 45 days after December 8, 2005.

The Company has negotiated a private placement of Senior Convertible Notes, Series A Warrants and Series B Warrants involving one lead institutional accredited investor for gross proceeds of up to $3,500,000 (the “Debt Financing”). All participants in the Bridge Financing are being offered the opportunity to exchange their Securities for securities offered in the Debt Financing based on their total purchase price in the Bridge Financing. If you wish to exchange your Securities for securities offered in the Debt Financing, please: (1) countersign below indicating the dollar amount you invested in the Bridge Financing; and (2) complete and execute (a) the signature page and the Schedule of Buyers to the Securities Purchase Agreement, and (b) the signature page and the Schedule of Buyers to the Registration Rights Agreement.

Please note that the lead institutional accredited investor in the Debt Financing anticipates investing approximately $2,642,000. If less than all of the participants in the Bridge Financing decide to exchange their Securities for securities offered in the Debt Financing, then the total dollar amount of the Debt Financing will be less than $3,500,000. By signing this letter and the enclosed documents, you hereby agree that the bracketed $3,500,000 figure appearing on the first page of the enclosed Securities Purchase Agreement may be changed prior to closing and that your signature pages on the enclosed documents may be used as executed transaction documents as revised pursuant to this sentence.

Sincerely,

/s/ Jeffrey Halloran

Jeffrey Halloran

Chief Executive Officer

Dear Investor:

The information in this letter and in the enclosed documents is strictly confidential. By accepting this letter and enclosures you hereby agree that the information contained herein and therein shall be maintained in the strictest confidence by you and shall not be used for any purpose other than in connection with the consummation of the proposed transaction described thereby.

On December 8, 2005, Phantom Fiber Corporation (the “Company”) closed on a private placement with you and other investors of common stock and warrants (the “Securities”) for aggregate gross proceeds of $858,000 (the “Bridge Financing”). Each one share of common stock and warrant to purchase one share of common stock was sold to you at a price of $0.55 per unit. Section 3.10 of your Subscription Agreement gives you the right to exchange the Securities you purchased for securities offered by the Company in a future equity financing on the same terms as contemplated by such future equity financing during the period ending 45 days after December 8, 2005.

The Company has negotiated a private placement of Senior Convertible Notes, Series A Warrants and Series B Warrants involving one lead institutional accredited investor for gross proceeds of up to $3,500,000 (the “Debt Financing”). All participants in the Bridge Financing are being offered the opportunity to exchange their Securities for securities offered in the Debt Financing based on their total purchase price in the Bridge Financing. If you wish to exchange your Securities for securities offered in the Debt Financing, please: (1) countersign below indicating the dollar amount you invested in the Bridge Financing; and (2) complete and execute (a) the signature page and the Schedule of Buyers to the Securities Purchase Agreement, and (b) the signature page and the Schedule of Buyers to the Registration Rights Agreement.

Please note that the lead institutional accredited investor in the Debt Financing anticipates investing approximately $2,642,000. If less than all of the participants in the Bridge Financing decide to exchange their Securities for securities offered in the Debt Financing, then the total dollar amount of the Debt Financing will be less than $3,500,000. By signing this letter and the enclosed documents, you hereby agree that the bracketed $3,500,000 figure appearing on the first page of the enclosed Securities Purchase Agreement may be changed prior to closing and that your signature pages on the enclosed documents may be used as executed transaction documents as revised pursuant to this sentence.

Sincerely,

/s/ Jeffrey Halloran

Jeffrey Halloran

Chief Executive Officer

 

 

Dear Investor:

The information in this letter and in the enclosed documents is strictly confidential. By accepting this letter and enclosures you hereby agree that the information contained herein and therein shall be maintained in the strictest confidence by you and shall not be used for any purpose other than in connection with the consummation of the proposed transaction described thereby.

On December 8, 2005, Phantom Fiber Corporation (the “Company”) closed on a private placement with you and other investors of common stock and warrants (the “Securities”) for aggregate gross proceeds of $858,000 (the “Bridge Financing”). Each one share of common stock and warrant to purchase one share of common stock was sold to you at a price of $0.55 per unit. Section 3.10 of your Subscription Agreement gives you the right to exchange the Securities you purchased for securities offered by the Company in a future equity financing on the same terms as contemplated by such future equity financing during the period ending 45 days after December 8, 2005.

The Company has negotiated a private placement of Senior Convertible Notes, Series A Warrants and Series B Warrants involving one lead institutional accredited investor for gross proceeds of up to $3,500,000 (the “Debt Financing”). All participants in the Bridge Financing are being offered the opportunity to exchange their Securities for securities offered in the Debt Financing based on their total purchase price in the Bridge Financing. If you wish to exchange your Securities for securities offered in the Debt Financing, please: (1) countersign below indicating the dollar amount you invested in the Bridge Financing; and (2) complete and execute (a) the signature page and the Schedule of Buyers to the Securities Purchase Agreement, and (b) the signature page and the Schedule of Buyers to the Registration Rights Agreement.

Please note that the lead institutional accredited investor in the Debt Financing anticipates investing approximately $2,642,000. If less than all of the participants in the Bridge Financing decide to exchange their Securities for securities offered in the Debt Financing, then the total dollar amount of the Debt Financing will be less than $3,500,000. By signing this letter and the enclosed documents, you hereby agree that the bracketed $3,500,000 figure appearing on the first page of the enclosed Securities Purchase Agreement may be changed prior to closing and that your signature pages on the enclosed documents may be used as executed transaction documents as revised pursuant to this sentence.

Sincerely,

/s/ Jeffrey Halloran

Jeffrey Halloran

Chief Executive Officer

 

Dear Investor:

The information in this letter and in the enclosed documents is strictly confidential. By accepting this letter and enclosures you hereby agree that the information contained herein and therein shall be maintained in the strictest confidence by you and shall not be used for any purpose other than in connection with the consummation of the proposed transaction described thereby.

On December 8, 2005, Phantom Fiber Corporation (the “Company”) closed on a private placement with you and other investors of common stock and warrants (the “Securities”) for aggregate gross proceeds of $858,000 (the “Bridge Financing”). Each one share of common stock and warrant to purchase one share of common stock was sold to you at a price of $0.55 per unit. Section 3.10 of your Subscription Agreement gives you the right to exchange the Securities you purchased for securities offered by the Company in a future equity financing on the same terms as contemplated by such future equity financing during the period ending 45 days after December 8, 2005.

The Company has negotiated a private placement of Senior Convertible Notes, Series A Warrants and Series B Warrants involving one lead institutional accredited investor for gross proceeds of up to $3,500,000 (the “Debt Financing”). All participants in the Bridge Financing are being offered the opportunity to exchange their Securities for securities offered in the Debt Financing based on their total purchase price in the Bridge Financing. If you wish to exchange your Securities for securities offered in the Debt Financing, please: (1) countersign below indicating the dollar amount you invested in the Bridge Financing; and (2) complete and execute (a) the signature page and the Schedule of Buyers to the Securities Purchase Agreement, and (b) the signature page and the Schedule of Buyers to the Registration Rights Agreement.

Please note that the lead institutional accredited investor in the Debt Financing anticipates investing approximately $2,642,000. If less than all of the participants in the Bridge Financing decide to exchange their Securities for securities offered in the Debt Financing, then the total dollar amount of the Debt Financing will be less than $3,500,000. By signing this letter and the enclosed documents, you hereby agree that the bracketed $3,500,000 figure appearing on the first page of the enclosed Securities Purchase Agreement may be changed prior to closing and that your signature pages on the enclosed documents may be used as executed transaction documents as revised pursuant to this sentence.

Sincerely,

/s/ Jeffrey Halloran

Jeffrey Halloran

Chief Executive Officer

 

 

Dear Investor:

The information in this letter and in the enclosed documents is strictly confidential. By accepting this letter and enclosures you hereby agree that the information contained herein and therein shall be maintained in the strictest confidence by you and shall not be used for any purpose other than in connection with the consummation of the proposed transaction described thereby.

On December 8, 2005, Phantom Fiber Corporation (the “Company”) closed on a private placement with you and other investors of common stock and warrants (the “Securities”) for aggregate gross proceeds of $858,000 (the “Bridge Financing”). Each one share of common stock and warrant to purchase one share of common stock was sold to you at a price of $0.55 per unit. Section 3.10 of your Subscription Agreement gives you the right to exchange the Securities you purchased for securities offered by the Company in a future equity financing on the same terms as contemplated by such future equity financing during the period ending 45 days after December 8, 2005.

The Company has negotiated a private placement of Senior Convertible Notes, Series A Warrants and Series B Warrants involving one lead institutional accredited investor for gross proceeds of up to $3,500,000 (the “Debt Financing”). All participants in the Bridge Financing are being offered the opportunity to exchange their Securities for securities offered in the Debt Financing based on their total purchase price in the Bridge Financing. If you wish to exchange your Securities for securities offered in the Debt Financing, please: (1) countersign below indicating the dollar amount you invested in the Bridge Financing; and (2) complete and execute (a) the signature page and the Schedule of Buyers to the Securities Purchase Agreement, and (b) the signature page and the Schedule of Buyers to the Registration Rights Agreement.

Please note that the lead institutional accredited investor in the Debt Financing anticipates investing approximately $2,642,000. If less than all of the participants in the Bridge Financing decide to exchange their Securities for securities offered in the Debt Financing, then the total dollar amount of the Debt Financing will be less than $3,500,000. By signing this letter and the enclosed documents, you hereby agree that the bracketed $3,500,000 figure appearing on the first page of the enclosed Securities Purchase Agreement may be changed prior to closing and that your signature pages on the enclosed documents may be used as executed transaction documents as revised pursuant to this sentence.

Sincerely,

/s/ Jeffrey Halloran

Jeffrey Halloran

Chief Executive Officer

CONFIDENTIAL

Dear Investor:

The information in this letter and in the enclosed documents is strictly confidential. By accepting this letter and enclosures you hereby agree that the information contained herein and therein shall be maintained in the strictest confidence by you and shall not be used for any purpose other than in connection with the consummation of the proposed transaction described thereby.

On December 8, 2005, Phantom Fiber Corporation (the “Company”) closed on a private placement with you and other investors of common stock and warrants (the “Securities”) for aggregate gross proceeds of $858,000 (the “Bridge Financing”). Each one share of common stock and warrant to purchase one share of common stock was sold to you at a price of $0.55 per unit. Section 3.10 of your Subscription Agreement gives you the right to exchange the Securities you purchased for securities offered by the Company in a future equity financing on the same terms as contemplated by such future equity financing during the period ending 45 days after December 8, 2005.

The Company has negotiated a private placement of Senior Convertible Notes, Series A Warrants and Series B Warrants involving one lead institutional accredited investor for gross proceeds of up to $3,500,000 (the “Debt Financing”). All participants in the Bridge Financing are being offered the opportunity to exchange their Securities for securities offered in the Debt Financing based on their total purchase price in the Bridge Financing. If you wish to exchange your Securities for securities offered in the Debt Financing, please: (1) countersign below indicating the dollar amount you invested in the Bridge Financing; and (2) complete and execute (a) the signature page and the Schedule of Buyers to the Securities Purchase Agreement, and (b) the signature page and the Schedule of Buyers to the Registration Rights Agreement.

Please note that the lead institutional accredited investor in the Debt Financing anticipates investing approximately $2,642,000. If less than all of the participants in the Bridge Financing decide to exchange their Securities for securities offered in the Debt Financing, then the total dollar amount of the Debt Financing will be less than $3,500,000. By signing this letter and the enclosed documents, you hereby agree that the bracketed $3,500,000 figure appearing on the first page of the enclosed Securities Purchase Agreement may be changed prior to closing and that your signature pages on the enclosed documents may be used as executed transaction documents as revised pursuant to this sentence.

Sincerely,

/s/ Jeffrey Halloran

Jeffrey Halloran

Chief Executive Officer