Exhibit 3.3
June 28, 2002
First Step Distribution Network, Inc.
0000 Xxxxx Xxxxxxx Xxxxx
Xxx Xxxxxxx, XX 00000
Telephone: (000) 000-0000
Attention: Xxxxxx Xxxxxx/Xxxx XxXxxxxxx
Re: Agreement and Plan of Merger dated as of January 15, 2002
Gentlemen:
Reference is made to the Agreement and Plan of Merger dated as of January 15,
2002 by and among K2 Digital, Inc. (the "Parent"), First Step Acquisition Corp.
("Merger Sub"), First Step Distribution Network, Inc. (the "Company") and the
shareholders of the Company (the "Merger Agreement"). Capitalized terms used,
but not defined in this letter agreement have the meanings ascribed thereto in
the Merger Agreement.
As you know, Section 6.1(b) of the Merger Agreement provides that the Merger
Agreement "may be terminated at any time prior to the Effective Time of the
Merger, whether before or after approval of the transactions contemplated hereby
by the stockholders of the Parent .... by either the Company or the Parent if
the Merger shall not have been consummated by April 30, 2002." Notwithstanding
the foregoing, the Parent hereby waives its right to terminate the Merger
Agreement pursuant to Section 6.1(b) of the Merger Agreement until July 31,
2002.
In consideration of the Parent's waiver of its rights as aforesaid, the Company
hereby agrees to continue cooperating with the Parent in connection with the
Merger.
K2 DIGITAL, INC
By: /s/
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Xxxx Xxxxx
Chief Operating Officer
Approved and Agreed:
FIRST STEP DISTRIBUTION NETWORK, INC.
By: /s/
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Xxxxxx Xxxxxx
Date June 28, 2002
