November 21, 2001
Special Committee of the Board of Directors
Leapnet, Inc.
000 Xxxx Xxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000
Gentlemen:
Reference is hereby made to the Merger Agreement, dated as of November
21, 2001 (the "Agreement"), by and among Leapnet, Inc., a Delaware corporation
(the "Company"), SPRI, Ltd., a Delaware corporation ("Parent"), and SPRI
Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of
Parent ("Purchaser"). Capitalized terms used herein that are not otherwise
defined have the meanings assigned to those terms in the Agreement.
The undersigned hereby understand and acknowledge that, at the
consummation of the Tender Offer, Parent or Purchaser are obligated to have
sufficient funds to pay the Merger Consideration and otherwise satisfy its
obligations under the Agreement, and to consummate the Tender Offer and the
Merger on the terms contemplated by the Agreement. If Parent and Purchaser
become obligated to purchase shares of Common Stock pursuant to the Tender Offer
on the terms and subject to the conditions set forth in the Agreement, the
undersigned will cause Parent or Purchaser to have such sufficient funds,
whether through cash on hand or pursuant to credit facilities with financially
responsible third parties.
The undersigned hereby agree to contribute all shares of Common Stock
owned (whether beneficially or of record) by the undersigned (the "Subject
Shares") to the Purchaser, and acknowledge that the Subject Shares shall be
considered to be validly tendered and not withdrawn in the Tender Offer for
purposes of determining whether the Minimum Condition has been satisfied. The
undersigned further agree not to sell, transfer, pledge, hypothecate or
otherwise dispose of the Subject Shares so long as the Agreement shall remain in
effect and to negotiate in good faith and execute, within ten business days from
the date hereof, a contribution agreement (the "Contribution Agreement") that
more fully reflects the foregoing; provided, however, that the Contribution
Agreement shall be in such form as shall be reasonably acceptable to the
undersigned and the Company.
Very truly yours,
/s/ Xxxxxx X. Xxxxxxxx
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Xxxxxx X. Xxxxxxxx
/s/ Xxxxx X. Xxxxxxxx
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Xxxxx X. Xxxxxxxx
