LETTER AGREEMENT
EXHIBIT
10.9
LETTER
AGREEMENT
March
29,
2007
VIA
FACSIMILE
The
Pinnacle Fund, L.P.
0000
Xxxxxxx Xxxx Xxxx.
Xxxxx
000
Xxxxx,
XX
00000
Attn:
Xxxxx
X. Xxxx
Xxxxxxx
X. Xxxxxxxxxxxx
Pinnacle
China Fund, L.P.
0000
Xxxxxxx Xxxx Xxxx.
Xxxxx
000
Xxxxx,
XX
00000
Attn:
Xxxxx
X. Xxxx
Xxxxxxx
X. Xxxxxxxxxxxx
Re:Waiver
of Investor Lockup Right
Gentlemen:
We
refer
to the Securities Purchase Agreement (the “Securities
Purchase Agreement”),
dated
January 16, 2007, by and among China Public Security Technology, Inc. (formerly,
Irish Mag, Inc.) (the “Company”),
Pinnacle China Fund, L.P. and The Pinnacle Fund, L.P. (together, the
“Investors”),
pursuant to which the Company sold to the Investors 7,868,422 shares of the
Company’s common stock for a purchase price of $14,950,001.80 or
$1.90
per share.
Capitalized terms used, but not otherwise defined, herein have the meanings
ascribed to such terms in the Securities Purchase Agreement.
As
you
know, Xx. Xxxxx Xxxx Xxx, the Company’s Chief Executive Officer and majority
shareholder, desires to transfer 500,000 shares of his common stock to certain
employees of the Company and others who have provided consulting or advisory
services to the Company in the past, for a purchase price of $950,000 or
$1.90
per share (the “Transfer”).
However, pursuant to the terms of the Lockup Agreement, dated January 31,
2007,
among the Company, Xx. Xxx and Total Device Management Limited a company
owned
and controlled by Xx. Xxx, delivered to the Investors in accordance with
Section
2.2(a)(5)
of the
Securities Purchase Agreement (the “Lockup
Agreement”),
Xx.
Xxx has agreed not to transfer or otherwise dispose of his shares for a one-year
period (the “Lockup
Provision”).
Section
6.4
of the
Securities Purchase Agreement allows the waiver of any provision of the
Securities Purchase Agreement by written agreement of the Company and the
investors holding a majority of the Shares and Section
11
of the
Lockup Agreement allows the parties to amend or modify its terms in writing.
Consequently, the Company hereby requests that the Investors waive the Lockup
Provision with respect to the Transfer.
[Signature
Page Follows]
We
ask
that you waive the Lockup Provision as it relates to the Transfer by executing
in the blank provided for your signature below. We acknowledge, however,
that by
signing below you are not waiving the Lockup Provision as it relates to any
other disposition of securities held directly or indirectly by Xx. Xxx, other
than the Transfer.
Very
truly yours,
By:
/s/
Jiang Huai Lin___________
Jiang Xxxx Xxx
President
and Chief
Executive Officer
Consented
to and approved this 29th
day of March,
2007:
PINNACLE
CHINA FUND, L.P.
By
/s/
Xxxxx X. Xxxx
Xxxxx X. Xxxx,
Manager,
Kitt China Management, L.L.C.,
the
Manager of Pinnacle China Management, L.L.C.,
the
General Partner of Pinnacle China Advisors, L.P.,
the
General Partner of Pinnacle China Fund, L.P.
THE
PINNACLE FUND, L.P.
By
/s/
Xxxxx X. Xxxx
Xxxxx X. Xxxx,
Sole
Member, Pinnacle Fund
Management,
L.L.C.,
the
General Partner of Pinnacle Advisors, L.P.,
the
General Partner of The Pinnacle Fund, L.P.