g8wave, Inc
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g8wave,
Inc
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000
Xxxxxxxxx Xxxxxx
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Xxxxxx,
XX 00000
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July
11,
2007
Metallica
x/x
Xxxxx
Xxxxxxx
0000
Avenue of the Stars
00xx
Xxxxx
Xxx
Xxxxxxx, XX 00000
Re:
Music Sector Agreement - Waiver of SAR Exercise Right
Gentlemen:
Reference
is made to that certain Music Sector Agreement for the Provision of Premium
Rate
Telephone Services, Premium Text Services, dated May 25, 2005, between the
band
know as Metallica ("Artist"),
and
TP Corporation, a Massachusetts corporation (the "Agreement").
Pursuant to that certain Assignment and Assumption Agreement dated May 12,
2006,
TP Corporation assigned its rights and obligations under the Agreement to
G8Wave, Inc., a Delaware corporation ("g8wave").
Capitalized terms used herein without definition shall have the respective
meanings set forth in the Agreement.
g8wave
is
currently attempting to effect what is commonly referred to as a "reverse merger
transaction." Assuming this transaction is consummated, at the closing (1)
g8wave will be merged
with and into a wholly-owned
subsidiary of a public company ("Pubco"),
with
g8wave being
the
surviving entity of the merger, and (2) Pubco will issue and sell shares of,
and
warrants to
purchase, its common stock (the "PIPE
Shares")
to
certain accredited investors in a private placement.
Immediately following the closing of the Transaction, g8wave's former
stockholders
will
continue to own a majority of the issued and outstanding shares of Pubco, and
Pubco will file with the SEC a registration statement covering the PIPE shares.
The transactions described above and related thereto are referred to herein
as
the "Transaction."
Pursuant
to Section 4.2 of the Agreement, g8wave granted to Artist an SAR, the terms
and
conditions
of which are set forth on Schedule C of the Agreement (the "SAR
Terms").
Pursuant to
the
SAR Terms, the SAR is exercisable on a Realization Event, and one or more
aspects of the
Transaction may constitute such a Realization Event.
By
signing below, Artist hereby irrevocably agrees to waive its rights, if any,
to
exercise the SAR in connection with the Transaction. The above waiver is given
with respect to the Transaction
only, and not with respect to any subsequent events that may constitute a
Realization
Event.
By
signing below, Artist hereby acknowledges that it is aware, and will advise
its
representatives and affiliates that are or may become informed about the
Transaction, that the United States securities laws may prohibit a person or
entity that has material, non-public information concerning matters of the
type
covered by this letter from (1) purchasing or selling securities of a company
that may be, or may be affiliated with, a party to a transaction such as the
Transaction, or (2) from communicating such information to any other person
or
entity under circumstances in which it is reasonably foreseeable that such
person or entity is likely to purchase or sell such securities. Artist further
agrees, and shall cause its representatives and affiliates, to keep the
existence and terms of the Transaction confidential until such time as the
same
are publicly disclosed by g8wave or Pubco, including by way of one or more
filings with the Securities and Exchange Commission.
Except
as
specifically set forth in this letter, the parties hereby confirm that the
Agreement remains in full force and effect.
[SIGNATURES
ON NEXT PAGE]
Please
confirm your agreement with the foregoing by signing in the space provided
below
and returning a copy of this letter to me at your earliest
convenience.
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Sincerely,
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/s/
Xxxxx Xxxxxx
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Xxxxx
Xxxxxx
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President
& CEO
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G8Wave,
Inc.
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AGREED
AND ACCEPTED
AS
OF THE
FIRST DATE
WRITTEN
ABOVE BY:
METALLICA
By:
/s/
Xxxxxxxx Xxxxxxxxx
Name:
Xxxxxxxx
Xxxxxxxxx
Title:
Manager
