FIRST AMENDMENT TO VOTING AND JOINT SOLICITATION AGREEMENT
Exhibit 99.3
FIRST AMENDMENT TO VOTING AND JOINT SOLICITATION AGREEMENT
This First Amendment to the Voting and Joint Solicitation Agreement, dated as of April 22, 2011 (the “Amendment”), is made by and among Metropolitan Venture Partners II, L.P. (“MetVP II”), Metropolitan Venture Partners (Advisors), L.P. (“MetVP Advisors”), Metropolitan Venture Partners Corp. (“MetVP Corp.”, and, together with MetVP II and MetVP Advisors, the “MetVP Entities”), Xxxxxxx Xxxxx, Tall Oaks Group LLC (“Tall Oaks”), Xxxxxxxx X. Xxxx, Xxxxxx X. Xxxx, Xxxxx X. Xxxx, Xxxxx X. Xxxxxx, Xxxxxxx X. Xxxxxx and S.A.V.E. Partners III, LLC (“SAVE” and, collectively with the MetVP Entities, Messrs. Levin, Hite, Xxxx Xxxxxx, Xxxxxx and Xxx. Xxxx, the “Parties,” and each a “Party”), each solely in his, her or its capacity as a beneficial owner of shares of common stock, par value $0.0001 per share (the “Shares”), of Direct Insite Corp., a Delaware corporation (the “Company”).
RECITALS
WHEREAS, SAVE, the MetVP Entities and Messrs. Levin, Hite, Xxxx, Xxxxxx and Xxxxxx entered into the Voting and Joint Solicitation Agreement (the “Agreement”), dated as of April 22, 2011;
WHEREAS, the address set forth across from Xx. Xxxx’x name on Appendix II to the Agreement is incorrect;
WHEREAS, the 403,633 Shares set forth across from Xx. Xxxx’x name on Appendix II to the Agreement are not beneficially owned by Xx. Xxxx, but are directly owned by Xxx. Xxxx;
WHEREAS, the Parties wish to amend the Agreement to make Xxx. Xxxx a Party thereto;
WHEREAS, the Parties wish to amend Appendix II to the Agreement to reflect the change in address and the change in ownership of the 403,633 Shares.
NOW, THEREFORE, in consideration of the promises and the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:
1. Amendments to the Agreement. Appendix II to the Agreement shall be amended and restated in its entirety in the form attached hereto as Appendix II.
2. Acceptance of Terms of the Agreement. Xxx. Xxxx hereby (a) agrees and accepts to be bound by all of the terms and conditions set forth in the Agreement and (b) makes all of the representations and warranties set forth in the Agreement with respect to the Shares directly owned by her.
3. Governing Law. This Amendment shall be construed in accordance with, and shall be governed by, the laws of the State of New York, without regard to any conflicts of law provision which would require the application of the law of any other jurisdiction.
4. Headings. The headings of the sections of this Amendment are inserted for convenience only and shall not affect the interpretation hereof.
5. Counterparts. This Amendment may be executed in counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute but one and the same instrument, which may be sufficiently evidenced by one counterpart.
[Signature page follows]
2
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first above written.
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Metropolitan Venture Partners II, L.P.
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By:
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Metropolitan Venture Partners (Advisors), L.P., its general partner
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By:
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Metropolitan Venture Partners Corp., its general partner
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By:
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/s/ Xxxxxxx Xxxxx
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Name:
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Xxxxxxx Xxxxx
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Title:
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Vice President of Finance
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Metropolitan Venture Partners (Advisors), L.P.
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By:
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Metropolitan Venture Partners Corp., its general partner
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By:
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/s/ Xxxxxxx Xxxxx
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Name:
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Xxxxxxx Xxxxx
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Title:
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Vice President of Finance
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Metropolitan Venture Partners Corp.
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By:
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/s/ Xxxxxxx Xxxxx
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Name:
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Xxxxxxx Xxxxx
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Title:
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Vice President of Finance
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/s/ Xxxxxxx Xxxxx
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Xxxxxxx Xxxxx
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Tall Oaks Group LLC
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By:
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/s/ Xxxxxxxx X. Xxxx
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Name:
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Xxxxxxxx X. Xxxx
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Title:
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Managing Member
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/s/ Xxxxxxxx X. Xxxx
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Xxxxxxxx X. Xxxx
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/s/ Xxxxx X. Xxxx
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Xxxxx X. Xxxx
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/s/ Xxxxxx X. Xxxx
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Xxxxxx X. Xxxx
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/s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx
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/s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx
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By:
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/s/ Xxxxx X. Xxxxxx
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Name:
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Xxxxx X. Xxxxxx
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Title:
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Managing Member
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3
APPENDIX II
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Stockholder
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Notice Information
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Shares of
Common Stock
Directly Owned
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Shares of
Common Stock
BeneficiallyOwned
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Metropolitan Venture Partners II, L.P.
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000 Xxxxxxx Xxxxxx
00xx Xxxxx
Xxx Xxxx, XX 00000
xxxxx: 000-000-0000
fax: 000-000-0000
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2,315,790
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Metropolitan Venture Partners (Advisors), L.P.
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000 Xxxxxxx Xxxxxx
00xx Xxxxx
Xxx Xxxx, XX 00000
xxxxx: 000-000-0000
fax: 000-000-0000
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2,315,790
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Metropolitan Venture Partners Corp.
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000 Xxxxxxx Xxxxxx
00xx Xxxxx
Xxx Xxxx, XX 00000
xxxxx: 000-000-0000
fax: 000-000-0000
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90,395
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2,406,185
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Xxxxxxx Xxxxx
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000 Xxxxxxx Xxx
00xx Xxxxx
Xxx Xxxx, XX 00000
xxxxx: 000-000-0000
fax: 000-000-0000
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2,000
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2,408,185
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Tall Oaks Group LLC
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000 Xxxxxxxxx Xxxxxx
0xx Xxxxx
Xxx Xxxx, XX 00000
xxxxx: 000-000-0000
fax: 000-000-0000
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78,187
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Xxxxxxxx X. Xxxx
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000 Xxxxxxxxx Xxxxxx
0xx Xxxxx
Xxx Xxxx, XX 00000
xxxxx: 000-000-0000
fax: 000-000-0000
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179,424
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2,663,796
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Xxxxxx X. Xxxx
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000 Xxxxxx Xxx Xxxxx, #000
Xxxxxx, XX 00000
phone:
fax:
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403,6331
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_______________
1 Shares are directly owned by Xxxxx X. Xxxx.
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Stockholder
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Notice Information
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Shares of
Common Stock
Directly Owned
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Shares of
Common Stock
Beneficially Owned
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Xxxxx X. Xxxx
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000 Xxxxxx Xxx Xxxxx, #000
Xxxxxx, XX 00000
phone:
fax:
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403,633 | ||||
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Xxxxx X. Xxxxxx
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000 Xxxx Xxxxxx Xxxxxx,
Xxxxx 000
Xxxxxxxxx, XX 00000
phone: 000-000-0000
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585,348
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Xxxxxxx X. Xxxxxx
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000 Xxxx Xxxxxx Xxxxxx,
Xxxxx 000
Xxxxxxxxx, XX 00000
phone: 000-000-0000
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585,348
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000 Xxxx Xxxxxx Xxxxxx,
Xxxxx 000
Xxxxxxxxx, XX 00000
phone: 000-000-0000
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585,348
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