JAG Media Holdings, Inc.
JAG Media Holdings, Inc.
0000 X.X. 00xx Xxxxxx, Xxxxx X00
Xxxx Xxxxx, XX 00000
Xxxx Xxxxx, XX 00000
July 16, 2007
Cryptometrics, Inc.
00 Xxxx Xxxxxx
Xxxxxxxx, XX 00000
00 Xxxx Xxxxxx
Xxxxxxxx, XX 00000
Re: | Agreement Amending Merger Agreement Among JAG Media Holdings, Inc. (“JAG Media”), Cryptometrics Acquisition, Inc. (“Cryptometrics Acquisition”), Cryptometrics, Inc. (“Cryptometrics”), Xxxxxx Xxxxx, Xxxxxxx Xxxxxx, Xxxxxx & Stolzar, Xxxxxx X. Xxxxxxxxx and Xxxxxxx X. Xxxxxxxxx (collectively, the “Parties”) dated as of January 24, 2007, as Further Amended by those Certain Agreements Among the Parties dated as of February 26, 2007, April 2, 2007, April 20, 2007, May 11, 2007, May 18, 2007 and June 15, 2007 (“Merger Agreement Amendment”) |
Gentlemen:
This will confirm our understanding regarding the following changes to the Merger Agreement
Amendment, which have been authorized by the directors of JAG Media, Cryptometrics Acquisition and
Cryptometrics:
1. The Closing Date set forth in the first sentence of paragraph 8 of the Merger Agreement
Amendment is hereby changed to August 16, 2007.
2. The Automatic Termination Date of July 16, 2007 set forth in the first sentence of paragraph 9
of the Merger Agreement Amendment is hereby changed to August 16, 2007.
All defined terms used in this agreement, which are not otherwise defined herein shall have the
meaning ascribed to them in the Merger Agreement Amendment. Except as otherwise set forth in this
agreement, the Merger Agreement Amendment and the Merger Agreement shall remain unchanged and in
full force and effect.
If the foregoing accurately reflects your understanding of our agreement regarding the above
matter, please indicate your agreement and acceptance by signing in the appropriate space below and
returning a fully executed and dated copy of this agreement to the undersigned.
[SIGNATURES APPEAR ON NEXT PAGE]
Cryptometrics, Inc.
July 16, 2007
Page -2-
July 16, 2007
Page -2-
Sincerely yours, JAG MEDIA HOLDINGS, INC. |
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By: | /s/ Xxxxxx X. Xxxxxxxxx | |||
Name: | Xxxxxx X. Xxxxxxxxx | |||
Title: | Chairman & CEO | |||
Date: | July 16, 2007 | |||
AGREED AND ACCEPTED: CRYPTOMETRICS, INC. |
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By: | /s/ Xxxxxx Xxxxx | |||
Name: | Xxxxxx Xxxxx | |||
Title: | Co-CEO | |||
Date: | July 16, 2007 | |||
/s/ Xxxxxx Xxxxx | ||||
Xxxxxx Xxxxx | ||||
Dated: July 16, 2007 | ||||
/s/ Xxxxxxx Xxxxxx | ||||
Xxxxxxx Xxxxxx | ||||
Dated: July 16, 2007 | ||||
AGREED AND ACCEPTED: CRYPTOMETRICS ACQUISITION, INC. |
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By: | /s/ Xxxxxx X. Xxxxxxxxx | |||
Name: | Xxxxxx X. Xxxxxxxxx | |||
Title: | President | |||
Date: | July 16, 2007 | |||
The undersigned is signing this
agreement solely in its capacity as
“Escrow Agent” pursuant to the
provisions of paragraph 10
of the Merger Agreement Amendment
XXXXXX & STOLZAR, LLP |
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By: | /s/ Xxxxxxx X. Xxxxxxx | |||
Name: | Xxxxxxx X. Xxxxxxx | |||
Title: | Partner | |||
Date: | July 16, 2007 | |||
The undersigned are signing
this agreement only with respect to
their obligations set forth
in paragraph 12 of the Merger
Agreement Amendment
/s/ Xxxxxx X. Xxxxxxxxx | ||||
Xxxxxx X. Xxxxxxxxx | ||||
Dated: July 16, 2007 | ||||
/s/ Xxxxxxx X. Xxxxxxxxx | ||||
Xxxxxxx X. Xxxxxxxxx | ||||
Dated: July 16, 2007 | ||||