EXHIBIT 10.30
BLUE HOLDINGS, INC.
0000 X. XXXXXXX XXX.
XXXXXXXX, XXXXXXXXXX 00000
October 9, 2006
VIA FACSIMILE AND U.S. MAIL
Long Rap, Inc.
0000 Xxxxxxxxx Xxxxxx, XX
Xxxxxxxxxx, XX 00000
Attention: Xxxxxxx Xxxxxxxxx
Telephone No.: 000-000-0000
E-mail: xxxxx@xxxxxxxxxxxxxxxx.xxx
RE: AGREEMENT AND PLAN OF MERGER DATED JUNE 19, 2006,
BY AND AMONG BLUE HOLDINGS, INC., LR ACQUISITION
CORPORATION, LONG RAP, INC., AND THE STOCKHOLDERS
OF LONG RAP, INC.
Dear Xxxxx:
Blue Holdings, Inc. ("BLUE HOLDINGS") and Long Rap, Inc. ("LONG RAP")
are parties to that certain Agreement and Plan of Merger dated June 19, 2006
(the "MERGER AGREEMENT"), by and among Blue Holdings, LR Acquisition
Corporation, Long Rap and the Stockholders of Long Rap.
For the reasons set forth in Sections 6.1(b) of the Merger Agreement,
and pursuant to the terms of Section 6.2(b) thereof, the purpose of this letter
is to confirm that Blue Holdings and Long Rap have mutually agreed to terminate
the Merger Agreement effective as of the date of this letter. This will further
confirm that the Boards of Directors of Blue Holdings and Long Rap have
authorized the termination of the Merger Agreement on the terms specified in
this letter.
In accordance with Sections 6.2(b) and 4.16 of the Merger Agreement,
Blue Holdings has agreed to pay to Long Rap, within five (5) business days of
the date of this letter, $50,000 and 50% of invoices (fees and expenses) from
Xxxxxxxx & Company, P.A., delivered in connection with the audit they conducted
of Long Rap. Alternatively, with respect to payments under Section 4.16 of the
Merger Agreement, Blue Holdings may pay the final invoice directly to Xxxxxxxx &
Company and remit to Long Rap the difference between the amount of the final
invoice so paid and fifty percent (50%) of the total audit fees and expenses.
Blue Holdings will cooperate with Long Rap (and to the extent necessary,
condition payment of final invoices to Xxxxxxxx & Company) upon Xxxxxxxx &
Company's delivery of the audited financial statements of Long Rap to Long Rap.
I trust that the terms noted above will be acceptable to you, and
consistent with the provisions of the Merger Agreement and our mutual intent.
Xxxxxxx Xxxxxxxxx
October 9, 2006
Page 2
Please sign and return to me an executed copy of this letter to confirm
your agreement and acknowledgment of the foregoing.
Very Truly Yours,
/s/ Xxxxxxx Xxxx
-----------------------
Xxxxxxx Xxxx
Chief Financial Officer
ACKNOWLEDGED AND AGREED:
Long Rap, Inc.
/s/ Xxxxxxx Xxxxxxxxx
---------------------------
Xxxxxxx Xxxxxxxxx
cc: Xxxx Xxxx
Xxxxxx X. Xxxxxxxx, Esq.
Xxxxx Xxxx, Esq.
Xxxxxxx Xxxxxxxx, Esq.
