EXHIBIT (c)(1) December 12, 2001 Special Committee of the Board of Directors Organic, Inc. 601 Townsend Street San Francisco, CA 94103 Gentlemen: We understand that certain shareholders of Organic, Inc. ("Organic"), including Jonathan Nelson...Organic Inc • December 18th, 2001 • Services-management consulting services
We understand that certain shareholders of Organic, Inc. ("Organic"), including Jonathan Nelson (collectively referred to as "Organic Holdings"), initially negotiated a Share Purchase Agreement dated September 18, 2001 (the "Initial Holdings Agreement") with E-Services Investments Organic Sub LLC, a wholly owned subsidiary of Seneca Investments LLC ("Seneca"), providing for the purchase of 51,954,975 shares of common stock of Organic, representing 58.7% of the total outstanding shares, for a purchase price consisting of approximately $15.9 million in cash ($0.3080 per share) after certain tax related expenses payable at the closing of the transaction, plus additional amounts payable under an "earn-out" formula depending upon Organic's performance after the closing. We understand that the Initial Holdings Agreement was subsequently revised on December 4, 2001 (the "Revised Holdings Agreement") to reduce the initial cash payment to $8.5 million ($0.1636 per share) and revise the terms of
