Exhibit 10.5
C ME RUN CORP.
0000 Xxxxxxxx Xxxxx
Xxxxxxxx, Xxxxxxxxxx 00000
January 28, 2000
VC Advantage Limited Partnership
c/o Thomson Kernaghan & Co. Limited
000 Xxx Xxxxxx, Xxxxx Xxxxx
Xxxxxxx, Xxxxxxx X0X 0X0
Dear Sir:
Reference is made to the Series B Convertible Preferred Stock
Subscription Agreement between, C Me Run Corp. (the "Company") and VC Advantage
Limited Partnership ("Subscriber"), dated as of January 28, 2000 (the
"Subscription Agreement"), relating to the purchase (the "Transaction") of
2,333,333 shares of our Series B Convertible Preferred Stock, par value $0.01
per share ("Series B Convertible Preferred Stock"). Capitalized terms not
defined in this letter shall have the meanings ascribed to them in the
Subscription Agreement.
In order to induce Subscriber to enter into the Subscription
Agreement and to consummate the transactions contemplated thereby, and for other
good and valuable consideration, the sufficiency of which is hereby acknowledged
by the Company, the Company hereby agrees to sell to Subscriber an additional
500,000 shares (the "Additional Shares") of Series B Convertible Preferred Stock
at any time between the Closing Date and August 1, 2000 on terms and conditions
substantially similar to those set forth in the Subscription Agreement, at a
price of $3.00 per share of Series B Convertible Preferred Stock. This letter
agreement shall in no circumstances create an obligation of any kind on the part
of Subscriber to purchase the Additional Shares.
This letter agreement shall be governed by and interpreted in
accordance with the laws of the State of Delaware. This letter agreement may not
be amended or modified except by an instrument in writing signed by the Company
and Subscriber.
This letter agreement may be executed in one or more counterparts,
and by the different parties hereto in separate counterparts, each of which when
executed shall be deemed to be an original but all of which taken together shall
constitute one and the same agreement.
Very truly yours,
C ME RUN CORP.
By: /s/ Xxxxxx Xxxxxx
--------------------------------
Name: Xxxxxx Xxxxxx
Title: President
ACCEPTED AND AGREED
AS OF THE DATE FIRST
WRITTEN ABOVE
V C ADVANTAGE LIMITED PARTNERSHIP
By: VC Advantage Limited
By:
-----------------------------
Name: Xxxx X. Xxxxxxxxx
Title: President
By:
-----------------------------
Name: Xxx X. XxXxxxxx
Title: Secretary
