THIRD AGREEMENT REGARDING OUTSIDE CLOSING DATE
This
THIRD
AGREEMENT REGARDING OUTSIDE CLOSING DATE (this
“Agreement”),
is
entered into as of July 30, 2007, by and among DEBT
RESOLVE, INC.,
a
Delaware corporation (“Buyer”), and CREDINT
HOLDINGS, LLC, a Delaware
limited liability company (“Seller”).
WITNESSETH:
WHEREAS,
the parties have entered into a Securities Purchase Agreement (the “Purchase
Agreement”),
by and
among Buyer, Seller and the holders of all of the outstanding limited liability
company membership interests in the Seller, pursuant to which the Seller will
sell to Buyer all of the Seller’s outstanding limited liability company
membership interests in Creditors Interchange Receivable Management, LLC, a
Delaware limited liability company, on the terms contained in the Purchase
Agreement. Capitalized terms used herein and not defined shall have the meaning
assigned such terms in the Purchase Agreement.
WHEREAS,
the parties have entered into an Agreement Regarding Outside Closing Date by
and
among Buyer and Seller dated June 14, 2007 (the “First
Agreement Regarding Outside Closing Date”).
WHEREAS,
the parties have entered into an Agreement Regarding Outside Closing Date by
and
among Buyer and Seller dated June 27, 2007 (the “Second
Agreement Regarding Outside Closing Date”).
WHEREAS,
the parties hereto desire to enter into this Agreement for the purpose of
documenting the extension of the Outside Closing Date as well as certain other
agreements mutually agreed to by the parties.
NOW,
THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, the receipt and sufficiency of which are herby acknowledged,
the
parties do hereby agree as follows:
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1.
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Modification
of Purchase Agreement to Extend Outside Closing Date.
The Outside Closing Date identified in Section
13.1(c)
of
the Purchase Agreement shall be automatically extended to August
31, 2007
and the date of June 30, 2007 set forth in Section 12.1 of the Purchase
Agreement shall be automatically extended to August 31, 2007. This
provision supersedes and replaces Section 1 of the Second Agreement
Regarding Outside Closing Date.
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2.
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Modification
of Purchase Agreement to Provide Access.
Buyer agrees to continue to provide Seller’s representative, Xxxxxxx Xxxxx
& Company, L.L.C., with the information and rights provided in Section
2 of the Second Agreement Regarding Outside Closing
Date.
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3.
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Miscellaneous.
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(a)
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Counterparts;
Electronic Signatures.
This Agreement may be executed in any number of counterparts and
by the
different parties hereto on separate counterparts, each of which
when so
executed and delivered shall be an original, but all of which shall
together constitute one and the same instrument. Electronic signatures
shall be sufficient to bind the parties
hereto.
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(b)
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Effectiveness.
This Agreement shall become effective on the date on which all of
the
parties hereto shall have signed a copy hereof (whether the same
or
different copies) and shall have delivered the same to the other
party.
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(c)
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Headings
Descriptive.
The headings of the several sections and subsections of this Agreement
are
inserted for convenience only and shall not in any way affect the
meaning
or construction of any provision of this
Agreement.
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(d)
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Entire
Agreement.
This Agreement, the First Agreement Regarding Outside Closing Date
and the
Second Agreement Regarding Outside Closing Date (as modified in Section
1
hereof) constitutes the entire understanding of the parties with
respect
to the subject matter hereof and may be modified only by an Agreement
in
writing signed by the other party. Upon the execution and effectiveness
of
this Agreement, the Purchase Agreement shall be deemed modified to
include
the provisions contained in this Agreement. Except as amended by
this
Agreement the Purchase Agreement, the First Agreement Regarding Outside
Closing Date and the Second Agreement Regarding Outside Closing Date
shall
continue in fill force and effect. No party shall be deemed to have
waived
any of its rights or remedies hereunder, or under the Purchase Agreement,
the First Agreement Regarding Outside Closing Date and the Second
Agreement Regarding Outside Closing Date or under any other document
unless such waiver is (a) in writing, and (b) signed by such party,
and
then only to the extent specifically
recited.
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[Remainder
of Page Intentionally Left Blank]
IN
WITNESS WHEREOF, the
parties have executed this Third Agreement Regarding Outside Closing Date on
and
as of the date first set forth above.
| Buyer: | ||
| DEBT RESOLVE, INC. | ||
| |
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| By: | /s/ Xxxxx X. Xxxxxxxxx | |
|
Name: Xxxxx X. Xxxxxxxxx |
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| Title: CEO | ||
| Seller: | ||
| CREDINT HOLDINGS, LLC | ||
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| By: | /s/ Xxxxx Xxxxx | |
|
Name: Xxxxx Xxxxx |
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| Title: Board Member | ||
