Castlerigg Master Investments Ltd.
Castlerigg
Master Investments Ltd.
00 Xxxx
00xx Xx
00xx
Xxxxx
Xxx Xxxx,
XX 00000
December
22, 2008
China
VoIP & Digital Telecom Inc.
11th
Floor Tower Bl, Yike Industrial Base,
Shunhua
Rd, High-tech Industrial Development Zone
Jinan,
China 250101
Attention: Li
Kunwu, Chief Executive Officer
Re: Holder Optional Redemption
Notice.
Reference
is hereby made to (i) that certain Securities Purchase Agreement, dated as of
December 21, 2007, by and between China VoIP & Digital Telecom Inc., a
Nevada corporation (the "Company") and the undersigned
(the "Investor") (as
amended, the "Securities
Purchase Agreement"),
(ii) that certain Amendment and Exchange Agreement, dated as of December
8, 2008, by and between the Company and the Investor (the "Amendment and Exchange Agreement"),
which amended the Securities Purchase Agreement and the Transaction
Documents (as defined in the Securities Purchase Agreement) and (iii) the Senior
Secured Convertible Note issued pursuant to the Securities Purchase Agreement by
the Company to the Investor on December 21, 2007, in the principal amount of
$5,000,000, as amended pursuant to the Amendment and Exchange Agreement (as
amended, the "Note").
Capitalized terms used but not otherwise defined herein shall have the
meanings ascribed to them in the Note.
Pursuant
to Section 11(a) of the Note the Investor hereby notifies the Company of its
election to require a Holder Optional Redemption for the Available Redemption
Amount of $1,666,666.67. The Company is obligated to deliver the Redemption
Amount in the amount of $1,703,025.33 no later than December 30,
2008.
This
letter is without prejudice to, and the Investor fully and specifically
reserves, any and all rights, powers, privileges and remedies, at law or
otherwise, including, without limitation, under the Note, the Securities
Purchase Agreement and the other Transaction Documents.
This
letter is not, and shall not be deemed to be, a waiver of, or a consent to, any
default, noncompliance or Event of Default now existing or hereafter arising
under the Note, the Securities Purchase Agreement or any of the other
Transaction Documents. In addition, no action or acquiescence by the Investor
shall constitute a waiver of any Event of Default. This letter shall not entitle
the Company to any other or further notice or
demand.
Very
truly yours,
|
|
CASTLERIGG
MASTER INVESTMENTS LTD.
|
BY:
XXXXXXX ASSET MANAGEMENT CORP.
[Missing Graphic Reference]
Name:
Xxxxxxx X'Xxxxx Title: Chief Financial Officer
cc: Xxxxxx
+ Xxxxxx, LLP
000 Xxxxx
0 Xxxxx, Xxxxx 000 Xxxxxxxxx, XX 00000
Telephone: 000-000-0000
Facsimile: 000-000-0000
Attention: Xxxxxxx X. Xxxxxx,
Esq.
