Argenbright, Inc. LETTERHEAD]Union Street Acquisition Corp. • September 15th, 2008 • Services-management consulting services
Reference is made to (i) that certain Stock Purchase Agreement, dated February 26, 2008, by and among Union Street Acquisition Corp. (“USQ”), Argenbright, Inc. (“Argenbright”) and Archway Marketing Services, Inc. (“Archway”) (the “Stock Purchase Agreement”), whereby, among other things, USQ agreed to purchase from Argenbright all of the issued and outstanding shares of capital stock of Archway (the “Acquisition”) and (ii) that certain agreement, dated as of June 23, 2008, by and among USQ, Argenbright and Archway whereby USQ agreed to waive Argenbright’s compliance with certain provisions of the Stock Purchase Agreement and to release all claims that USQ may have against Argenbright in connection with the presentation of an alternative transaction by certain principals of USQ to Argenbright (the “Waiver”). As consideration for such agreement, Argenbright agreed to waive the payment by USQ of the termination fee pursuant to Section 8.3(b) of the Stock Purchase Agreement.
Archway Marketing Holdings, Inc. LETTERHEAD]Union Street Acquisition Corp. • September 15th, 2008 • Services-management consulting services
We acknowledge that Union Street Acquisition Corp. (“USQ”) had previously entered into that certain Stock Purchase Agreement, dated February 26, 2008, by and among USQ, Argenbright, Inc. (“Argenbright”) and Archway Marketing Services, Inc. (“Archway”) (the “Stock Purchase Agreement”), whereby, among other things, USQ agreed to purchase from Argenbright all of the issued and outstanding shares of capital stock of Archway. In connection with the negotiation, execution and delivery of the Stock Purchase Agreement, we acknowledge that USQ had committed its resources, time and effort in furtherance of trying to consummate the transactions set forth in the Stock Purchase Agreement, including performing legal and financial due diligence on Archway, which resources, time and effort have benefited us in connection with our execution and delivery of that certain Agreement and Plan of Merger, by and among Archway Marketing Holdings, Inc. (“HoldCo”), Archway Marketing Acquisition, Inc., a wholly-o
