EXHIBIT 99.7
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XXXXXX.XXX, INC.
000 XX XXXXXXX 00
XXXXX XXXXXXXXXX, XX 00000
March 31, 2006
VIA EMAIL
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Bushido Capital Master Fund, L.P.
Gamma Opportunities Capital Partners, LP Class A
Gamma Opportunities Capital Partners, LP Class C
Re: Extension, Waiver and Amendment under Transaction Documents
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Dear Purchasers:
Pursuant to that certain Securities Purchase Agreement by and among
XXXXxx.xxx, Inc. (the "Company"), Bushido Capital Master Fund, L.P., Gamma
Opportunities Capital Partners, LP Class A and Gamma Opportunities Capital
Partners, LP Class C (collectively, the "Purchasers"), dated December 28, 2005
(the "Purchase Agreement"), and the related Transaction Documents (as defined in
the Purchase Agreement), the Purchasers were issued certain of the Company's 6%
Senior Secured Debentures ("Debentures") and Common Stock Purchase Warrants
("Warrants"). Pursuant to the Registration Rights Agreement, as amended, the
Purchasers received registration rights on the shares underlying the Debentures
and Warrants, including a specified Filing Date and Effectiveness Date (as
defined in the Registration Rights Agreement) for the registration statement. In
connection with the Third Additional Issuance Agreement, dated March 31, 2006,
between the Company and Cargo Holdings LLC, and other developments of the
Company, the Company and the Purchasers are entering into this letter agreement,
dated the date hereof (the "Letter Agreement"). Capitalized terms used and not
otherwise defined herein that are defined in the Purchase Agreement shall have
the meanings given such terms in the Purchase Agreement.
For good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the Purchasers hereby agree to the following
extension, waiver and amendment in connection with the Transaction Documents:
(a) Extension and Waiver. Pursuant to the Registration Rights
Agreement, as amended, the Company agreed to a Filing Date of
March 28, 2006 and an Effectiveness Date of June 11, 2006. The
Purchasers hereby agree (i) to extend the Filing Date to October
15, 2006 and the Effectiveness Date to December 14, 2006 in the
Registration Rights Agreement and (ii) to waive any past or
present default or liquidated damages, as set forth in the
Debentures and the Registration Rights Agreement, arising from the
failure by the Company to comply with the Filing Date of March 28,
2006.
(b) Amendment. The Purchasers hereby agree to amend the definition of
"Exempt Issuance" set forth in Section 1.1 of the Purchase
Agreement to add the following clause (f) immediately following
the word "securities" in the last sentence:
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"OR (F) THE ISSUANCE OF WARRANTS TO EMERGING MARKETS
CONSULTING LLC PURSUANT TO A CONSULTING AGREEMENT, PROVIDED
THAT THE EXERCISE PRICE OF SUCH WARRANTS EQUALS OR EXCEEDS
$0.85 PER SHARE AND SUCH ISSUANCE OF WARRANTS SHALL NOT EXCEED
180,000 IN ANY 3 CALENDAR MONTH PERIOD".
The Company hereby agrees to reimburse the Purchasers for all expenses,
including attorneys' fees, in connection with the preparation and execution of
this Letter Agreement and the preparation of the Third Additional Issuance
Agreement.
Very truly yours,
XXXXXX.XXX
/s/ Xxxx Xxxxxxx
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By: Xxxx Xxxxxxx
Title: Chief Financial Officer
cc: Cargo Holdings LLC
AGREED AND ACCEPTED
BUSHIDO CAPITAL MASTER FUND, L.P
/s/ Xxxxxxxxxxx Xxxxxxx
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By: Xxxxxxxxxxx Xxxxxxx
Title: Managing Director
GAMMA OPPORTUNITIES CAPITAL PARTNERS, LP CLASS A
/s/ Xxxxxxxx X. Xxxxxx
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By: Xxxxxxxx X. Xxxxxx
Title: President / Director
GAMMA OPPORTUNITIES CAPITAL PARTNERS, LP CLASS C
/s/ Xxxxxxxx X. Xxxxxx
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By: Xxxxxxxx X. Xxxxxx
Title: President / Director
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