EMTA HOLDINGS, INC. Scottsdale, AZ 85260
EMTA
HOLDINGS, INC.
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August
9,
2006
AJW
Partners, LLC
New
Millennium Capital Partners II, LLC
AJW
Offshore, Ltd.
AJW
Qualified Partners, LLC
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Re: EMTA
Holdings, Inc. (the “Company”) –
Ladies
and Gentlemen:
This
letter sets forth the agreement of the parties hereto to amend the exercise
price of certain warrants, which are convertible into shares of the Company’s
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”),
on
April 28, 2006 ( the “Warrants”).
By
execution hereof, for good and valuable consideration the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree
that:
| 1. |
The
exercise price shall be adjusted as follows: In the event the closing
price for the Common Stock closed below $2.50 after such time as
the
Registration Statement is declared effective, the warrant exercise
price
shall be ratcheted down in the following manner: fifteen (15) business
days after the Registration Statement is declared effective the exercise
price shall become 125% of the trailing 5 day VWAP; thirty (30) business
days after the Registration Statement is declared effective the exercise
price shall become 125% of the trailing 5 day VWAP; forty-five (45)
business days after the Registration Statement is declared effective
the
exercise price shall become 125% of the trailing 5 day VWAP; and
sixty
(60) business days after the Registration Statement is declared effective
the exercise price shall become 125% of the trailing 5 day VWAP.
Notwithstanding anything herein to the contrary, in the event the
Common
Stock is trading above $2.00 at any time during these periods, the
exercise price shall remain $2.50 and not be subject to any change
whatsoever.
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| 2. |
The
Warrants are hereby amended in accordance with the foregoing
provision. All
other provisions of the Warrants, as amended from time to time, shall
remain in full force and effect.
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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.
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Please
signify your agreement with the foregoing by signing a copy of this letter
where
indicated and returning it to the undersigned.
Sincerely,
EMTA
HOLDINGS, INC.
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Chief
Executive Officer
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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▇▇▇▇▇▇▇▇, Manager
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
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