CAMPUSU, INC.
CAMPUSU,
INC.
000
XXXXXXX XXXX, XXXXX 000
XXXXXXXX,
XX 00000
November
1, 2007
By
Fax (000) 000-0000
Xx.
Xxxx
Xxxxxx
Managing
Director
Drax
Holdings, L.P.
000
Xxxxxxxx Xxxxx
Xxxxxx,
XX 00000
Dear
Xx.
Xxxxxx:
In
consideration of Drax Holdings, L.P. (“Drax”)
executing, on the date hereof, a Lock-Up Agreement, in the form attached hereto
as Exhibit
A,
with
respect to 275,328 shares of common stock (the “Common
Stock”)
of
CampusU, Inc. (the “Company”)
owned
by Drax as of the date hereof, the Company hereby agrees to purchase 250,000
shares of the Common Stock owned by Drax at a price of $4.50 per share (the
“Purchase
Price”)
by no
later than the date on which the Company consummates the initial public offering
of its Common Stock (the “IPO”)
using
a portion of the proceeds of such IPO. The Purchase Price is based on the number
of shares of Common Stock owned by Drax prior to giving effect to the Company’s
proposed one-for-4.1 reverse stock split which, for the sake of clarity, is
2,153,845 shares of Common Stock.
If
you
are in agreement with the foregoing, please so indicate by signing and returning
one copy of this letter and the attached Lock-Up Agreement, which will
constitute our agreement with respect to the subject matter hereof. Facsimile
signatures shall be deemed originals for all purposes hereunder.
Very
truly yours,
CampusU,
Inc.
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By: | /s/ Xxxxxx X. Xxxxx | |
Xxxxxx X. Xxxxx President and Chief Executive Officer |
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Agreed
and Accepted:
DRAX
HOLDINGS, L.P.
By: /s/ Xxxx
Xxxxxx
Xxxx
Xxxxxx, Managing Director
Date:
November 1, 2007