LaunchEquity Partners, LLC
Exhibit (d)(6)
LaunchEquity Partners, LLC
0000 X. Xxxxxxx Xxxxxx #000
Xxxxxxxxx, XX 00000-0000
April 18, 2013
MakeMusic, Inc.
0000 Xxxxxx Xxxxxxxx Xxxxx, Xxxxx X
Xxxx Xxxxxxx, Xxxxxxxxx 00000
Telephone: (000) 000-0000
Fax: (000) 000-0000
Attention: Xxxxx XxxXxxXxxxx
Attention: Xxxxxx Xxxxxxxx
Reference is made to the AGREEMENT AND PLAN OF MERGER, dated as of March 12, 2013 (the “Merger Agreement”), by and among LAUNCHEQUITY ACQUISITION PARTNERS, LLC DESIGNATED SERIES EDUCATION PARTNERS, a designated series of a Delaware series limited liability company (“Parent”), LEAP ACQUISITION CORPORATION, a Minnesota corporation and a wholly-owned subsidiary of Parent (“Purchaser”), LAUNCHEQUITY PARTNERS, LLC, the direct or indirect sponsor entity of Parent and Purchaser (“Parent Sponsor”), and MAKEMUSIC, INC., a Minnesota corporation (the “Company”) (collectively, the “Parties”). Capitalized terms used and not otherwise defined herein have the meanings set forth in the Merger Agreement.
Pursuant to the Merger Agreement, the Offer is currently scheduled to expire at midnight, New York City time, on the Initial Expiration Date of April 18, 2013. The Parties hereby agree that Purchaser shall promptly extend the Tender Offer such that the Expiration Date of the Tender Offer shall be midnight, New York City time, on April 30, 2013. Notwithstanding the foregoing, the Parties’ mutual decision to extend the Tender Offer as described in the preceding sentence shall not limit any rights or obligations of Purchaser under Section 1.1(e) of the Merger Agreement to further extend the Offer. The Parties may subsequently extend the Expiration Date of the Offer in accordance with the terms of the Merger Agreement.
This letter agreement, the Merger Agreement (including the documents or instruments referred to therein, including any exhibits attached thereto and the Disclosure Schedules referred to therein, which exhibits and Disclosure Schedules are incorporated therein by reference), together, embody the entire agreement and understanding among the Parties and supersede any prior understandings, agreements, letters of intent, or representations by or among such Parties, written or oral, that may have related to such subject matters. Except as specifically modified hereby, the Merger Agreement shall remain in full force and effect. The terms and provisions of Article X of the Merger Agreement are incorporated herein by reference as if set forth herein in their entirety and shall apply mutatis mutandis to this letter agreement.
[Remainder of Page Intentionally Left Blank]
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Very truly yours,
PURCHASER:
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LEAP Acquisition Corporation
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By:
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/s/ Xxxxxx X. Xxxxxxxx
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Name: Xxxxxx X. Xxxxxxxx
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Title: Chief Executive Officer
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PARENT:
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LaunchEquity Acquisition Partners, LLC Designated Series Education Partners
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By:
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LaunchEquity Partners, LLC
Title: Manager
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By:
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/s/ Xxxxxx X. Xxxxxxxx
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Name: Xxxxxx X. Xxxxxxxx
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Title: Managing Member
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PARENT SPONSOR:
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LaunchEquity Partners, LLC
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By:
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/s/ Xxxxxx X. Xxxxxxxx
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Name: Xxxxxx X. Xxxxxxxx
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Title: Managing Member
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COMPANY:
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MakeMusic, Inc.
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By:
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/s/ Xxxxx X. XxxXxxXxxxx
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Name:
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Xxxxx X. XxxXxxXxxxx
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Title:
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Chief Operating Officer and
Chief Financial Officer
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cc:
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Xxxxxx Frome Xxxxxxx LLP
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Park Avenue Tower
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00 Xxxx 00xx Xxxxxx
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Xxx Xxxx, Xxx Xxxx 00000
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Attention: Xxxxxx Xxxxxxx
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Xxxxxxxxxx & Xxxxx, P.A.
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000 Xxxxx Xxxxx Xxxxxx, Xxxxx 0000
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Xxxxxxxxxxx, Xxxxxxxxx 00000
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Attention: Xxxxx Xxxxxx
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Signature Page to Letter Agreement (TO Extension)
