ZEALOUS HOLDINGS, INC.
EXHIBIT
10.23
ZEALOUS
HOLDINGS, INC.
0000
Xxxxxxx Xxxx Xxxx, Xxxxx 000
Xxx
Xxxxxxx, Xxxxxxxxxx 00000
Shareholders
of Zealous Holdings, Inc.
(“ZH
Shareholders”)
RE:
Agreement and Plan of Merger among Zealous Trading Group, Inc., ASNI II, INC.
and Zealous Holdings, Inc.
Ladies
and Gentlemen:
Reference
is made to that certain Agreement and Plan of Merger dated July 16, 2007 (“Merger Agreement”) among
Zealous Trading Group Inc. (fka Atlantic Syndication Network, Inc.), a Nevada
corporation (the “Parent”), ASNI II, INC., a
Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”) and Zealous
Holdings, Inc., a Delaware corporation (“Company”).
Pursuant
to Article I, Section 2.1(c)(1), each ZH Shareholder shall be converted and have
the right to receive shares in the Parent as follows:
“0.081530
shares of Parent Preferred Stock as the ‘Merger Consideration’, with each share
of Parent Preferred Stock being convertible at anytime after the Effective Time
into 906.6 shares of Parent Common Stock;”
ZH
Shareholder hereby consents to convert from Parent Preferred Stock to Parent
Common Stock pursuant to the Merger Agreement.
Upon receipt, please sign
and return this letter via facsimile at (000) 000-0000 attn: Xxxxx Xxxxxxxxx or
Xxxxx Xxxxxxxxxxx and place the original in the mail in the enclosed
envelope. If
you have any questions, please do not hesitate to contact us at (000)
000-0000.
Sincerely,
/s/ Xxxxxx
“Xxxx” Xxxx, III
Xxxxxx “Xxxx” Xxxx, III
Xxxxxx “Xxxx” Xxxx, III
CEO and
President
Agreed
to and Consented by:
By:
___________________
Name of
Shareholder: _________________
Title:___________________
Date:
___________________