JAG Media Holdings,
Inc.
6865 S.W. 18th Street,
Suite B13
Boca Raton, FL
33433
November 7, 2007
Cryptometrics, Inc.
73 Main Street
Tuckahoe, NY 10707
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Re:
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Agreement Amending Merger
Agreement Among JAG Media Holdings, Inc. (“JAG Media”),
Cryptometrics Acquisition, Inc. (“Cryptometrics
Acquisition”), Cryptometrics, Inc.
(“Cryptometrics”), Robert Barra, Michael Vitale, Karlen
& Stolzar, Thomas J. Mazzarisi and Stephen J. Schoepfer
(collectively, the “Parties”) dated as of
January 24, 2007, as Further Amended by those Certain
Agreements Among the Parties dated as of February 26, 2007,
April 2, 2007, April 20, 2007, May 11, 2007,
May 18, 2007, June 15, 2007, July 16, 2007 and
August 16, 2007 (“Merger Agreement
Amendment”) |
Gentlemen:
This
will confirm our understanding regarding the following changes to
the Merger Agreement and Merger Agreement Amendment, which have
been authorized by the directors of JAG Media, Cryptometrics
Acquisition and Cryptometrics:
1. The Closing Date set forth in the
first sentence of paragraph 8 of the Merger Agreement Amendment is
hereby changed to December 14, 2007.
2. The Automatic Termination Date of
November 7, 2007 set forth in the first sentence of paragraph
9 of the Merger Agreement Amendment is hereby changed to
December 15, 2007.
3. In lieu of delivering the tax
opinion for the merger into escrow, as provided in paragraph 10 of
the January 24, 2007 amendment to the Merger Agreement, a tax
opinion substantially in the form previously filed shall be filed
by JAG Media’s attorneys as an exhibit to Amendment
No. 3 to the S-4 and a “bring-down” of such tax
opinion shall be delivered at Closing by JAG Media’s
attorneys upon their receipt of acceptable representation l
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