Longview Marquis Master Fund, L.P. c/o Viking Asset Management, L.L.C.
Longview
Marquis Master Fund, L.P.
c/o
Viking Asset Management, L.L.C.
000
Xxxxxxxxxx Xxxxxx, 00xx
Xxxxx
Xxx
Xxxxxxxxx, XX 00000
June
20,
2008
Customer
Acquisition Network Holdings, Inc.
000
X.
Xxx Xxxx Xxxx.
Xxxxx
0000
Xx.
Xxxxxxxxxx, Xxxxxxx 00000.
Attention:
Chief Executive Officer
|
Re:
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June
2008 Amendment
Agreement
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Ladies
and Gentlemen:
Reference
is hereby made to that certain June 2008 Amendment Agreement (the “Amendment
Agreement”),
dated
as of June 12, 2008, by and among Customer Acquisition Network Holdings, Inc.
(the “Company”),
the
Subsidiaries and Longview Marquis Master Fund, L.P. (“Buyer”).
Capitalized terms used, but not otherwise defined, herein shall have the
meanings ascribed to them in the Amendment Agreement.
Buyer
and
the Company and the Subsidiaries hereby agree that (i) the reference to “June
20, 2008” in Section 1(a) of the Amendment Agreement with respect to the
amended definition of “Maturity
Date”
in
the
Buyer Note shall be changed to “June 25, 2008,” (ii) the reference to “June 20,
2008” in Section 2(a)(xi) of the Amendment Agreement with respect to the Options
Sale Closing Date shall be changed to “June 25, 2008,” and (iii) the reference
to “June 23, 2008” in Section 6 of the Amendment Agreement with respect to the
filing deadline for the Amendment Form 8-K shall be changed to “June 27,
2008.”
Buyer
and
the Company and the Subsidiaries hereby agree that clause (vii) of Section
2(a)
of the Amendment Agreement is amended in its entirety to read as
follows:
“(vii)
the Options Purchaser, by operation of law or otherwise, accepts and assumes,
and the Company and its subsidiaries are released from, all of the obligations
and liabilities of any nature of Options or otherwise related to the Options
Business or the Options Assets, whether fixed or unfixed, known or unknown,
secured or unsecured, absolute, accrued, contingent or otherwise and whether
due
or to become due (including account payables and any remaining “earn-out”
obligations incurred in connection with the Company’s initial acquisition of the
Options Business pursuant to that certain Agreement and Plan of Merger, dated
as
of January 4, 2008 (the “Options Merger
Agreement”),
among
the Company, Options and Options Newsletter, Inc. (“Newsletter”));
other than the obligations and liabilities of Options with respect to the
current and future “earn-out” obligations owed to Xx. Xxxxx Xxxxxxxx pursuant to
the Options Merger Agreement, which obligations shall not be in excess of
$1,000,000;”
Buyer
and
the Company and the Subsidiaries hereby acknowledge and agree that,
notwithstanding anything to the contrary set forth in Section 2(a)(iii) of
the
Amendment Agreement and as a condition to Buyer’s consent to the Options Sale
and the agreement to release of security agreement contemplated by the Letter
Agreement, in any event, a portion of the Cash Proceeds is used by the Company
to redeem at least $2,700,000 of the Principal of the Buyer Note, in accordance
with Section 3(b) of the Buyer Note, by wire transfer of immediately available
funds to Buyer, contemporaneously with the consummation of the Options
Sale.
The
Company hereby covenants, following the Condition Satisfaction Date, to
promptly, and in no event later than three (3) Business Days following the
Condition Satisfaction Date, issue to Buyer an amended and restated Buyer Note,
in a form acceptable to Buyer, reflecting the terms of the Buyer Note as amended
by the Amendment Agreement (the “New
Note”).
Upon
the issuance by the Company to Buyer of the New Note, the Buyer Note previously
held by Buyer (the “Original
Note”)
will
be void and of no further force and effect, and Buyer shall promptly return
the
Original Note to the Company for cancellation.
As
modified hereby, the Amendment Agreement remains in full force and
effect.
*
*
*
*
*
IN
WITNESS WHEREOF,
the
parties hereto have caused this Letter Agreement to be duly executed as of
the
date first written above.
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LONGVIEW
MARQUIS MASTER FUND, L.P.,
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a
British Virgin Islands limited partnership
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By:
Viking Asset Management, LLC
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Its:
Investment Adviser
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By:
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/s/
S. Xxxxxxx Xxxxxxx
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Name:
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S.
Xxxxxxx Xxxxxxx
|
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Title:
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Chief
Financial Officer
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Acknowledged
and Agreed to this 20th day
of
June,
2008.
CUSTOMER
ACQUISITION NETWORK
HOLDINGS,
INC.
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By:
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/s/
Xxxxxxx X. Xxxxxxx
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Name:
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Xxxxxxx
X. Xxxxxxx
|
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Title:
|
Chief
Executive Officer
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CUSTOMER
ACQUISITION NETWORK, INC.
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By:
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/s/
Xxxxxxx X. Xxxxxxx
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Name:
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Xxxxxxx
X. Xxxxxxx
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Title:
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Chief
Executive Officer
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DESKTOP
ACQUISITION SUB, INC.
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By:
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/s/
Xxxxxxx X. Xxxxxxx
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Name:
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Xxxxxxx
X. Xxxxxxx
|
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Title:
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Chief
Executive Officer
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