Xxxxx Xxxxxxx
000 Xxxx Xxxxxxxxx #00-000
Xxxxxxx Xxxxxxx, Xxxxxx 00000
January 18, 2002
Base Ten Systems, Inc.
000 Xxxx Xxxxxx Xxxx, Xxxxx 00
Xxxxxxxx, Xxx Xxxxxx 00000
Attention: Xxxxxxx X. Xxxxx
This letter is being delivered to Base Ten Systems, Inc. ("Base Ten")
pursuant to the requirements of Section 1.11 of that certain Agreement and Plan
of Merger, dated as of the date hereof ("Merger Agreement"), by and among Xxxx
Xxx, Xxxxx X00, Inc., a wholly-owned Nevada subsidiary of Base Ten ("Newco"),
and XxxxxxxxxxxXxxxxx.xxx, a Nevada corporation ("CH"), and the delivery of this
letter is a condition precedent to Base Ten's obligations to effect the
transactions set forth in the Merger Agreement. Accordingly, as set forth in
Section 1.11(a) of the Merger Agreement, by my signature below, I agree and
acknowledge that in the event that the merger of Newco with and into CH is not
consummated on or before the date specified in Section 7.1(b) of the Merger
Agreement solely as a result of CH's failure to satisfy the condition required
of it pursuant to Section 6.3 (q) of the Merger Agreement, Base Ten shall have
the right ("Limited Put Option") to require me to purchase the BT Purchase
Shares (as defined in the Merger Agreement) for an aggregate consideration of
$100,000. Additionally, I acknowledge and agree that I will effect the purchase
of the BT Purchased Shares by delivering the specified purchase price to Base
Ten in exchange for the delivery to me of the referenced shares within 30 days
following my receipt of Base Ten's notice (delivered in accordance with the
provisions of Section 1.11(a) and Section 8.6 of the Merger Agreement) of its
intent to exercise the Limited Put Option. Thereafter, I will not engage in a
distribution of such securities except in compliance with applicable state and
federal securities laws.
If the provisions of this letter accurately set forth your
understanding, please execute a counterpart of this letter in space provided
below for your signature, and this letter shall become a binding obligation,
enforceable in accordance with its terms.
Very truly yours,
Xxxxx Xxxxxxx
Agreed and accepted this 18th day of January, 2002
Base Ten Systems, Inc.
By: ________________________
Name: Xxxxxxx X. Xxxxx
Title: Chief Financial Officer
