PNG VENTURES, INC. Dallas, TX 75230
PNG
VENTURES, INC.
0000
Xxxxxxx Xxxx Xxxx, Xxxxx 000
Xxxxxx,
XX 00000
April 1,
2009
BY
FACSIMILE (212/759-0091)
Fourth
Third LLC
0000 Xxxx
Xxxxxx, Xxxxx 0000
Xxx Xxxx,
XX 00000
Attn.:
Xxxxx X. Xxxxxxxx, CFO
RE: Master
Rights Agreement, made and entered into as of the 26th date of
June, 2008 by and
among PNG Ventures, Inc. (“PNG”) and Fourth Third LLC (“Fourth
Third”)
Ladies
and Gentlemen:
The
purpose of this letter is to confirm our understanding regarding certain
provisions of the referenced Master Rights Agreement (the
“Agreement”). Capitalized terms used herein, and not otherwise
defined herein, shall have the meanings ascribed to them in the
Agreement.
|
1.
|
The
parties hereto agree that the term “Price Determination Date” shall be
amended and restated in its entirety to read as
follows:
|
“Price Determination
Date” means the date that is the earliest to occur of (i) the closing of
a PIPE Offering, (ii) the date that the indebtedness under the Credit Agreement
is reduced to $30,000,000 or below, (iii) July 1, 2009, (iv) the date that a
Registration Statement with respect to the Shares is declared effective, or (v)
the date that the date that the last of the indebtedness of the Company in favor
of Black Forest International LLC. is repaid or discharged.
|
2.
|
The
address for notices to PNG shall be amended to be the
following:
|
PNG
VENTURES, INC.
0000
Xxxxxxx Xxxx Xxxx, Xxxxx 000
Xxxxxx,
XX 00000
Attn.: Cem
Hacioglu, CEO
Facsimile:
(000) 000-0000
With a
copy to:
Sichenzia
Xxxx Xxxxxxxx Xxxxxxx LLP
00
Xxxxxxxx, 00xx
Xxxxx
Xxx Xxxx,
XX 00000
Attn.: Xxxxxxx
Xxxxxxxxx, Esq.
Facsimile: (000)
000-0000
Email:
xxxxxxxxxx@xxxx.xxx
3. The
provisions hereof shall be effective as of April 1, 2009.
Except as
hereinabove provided, the provisions of the Agreement shall remain in full force
and effect.
PNG
VENTURES,
INC. FOURTH THIRD
LLC
/s/ Cem
Hacioglu /s/ Xxxx X.
Xxxxx
Name: Cem
Hacioglu Name:
Xxxx X. Xxxxx
Title: President
and
CEO Title:
Authorized Signatory
