Exhibit 10.1
JAG Media
Holdings, Inc.
6865 S.W. 18 th
Street, Suite
B13
Boca Raton,
FL 33433
February 6, 2008
Cryptometrics, Inc.
73 Main Street
Tuckahoe, NY 10707
| 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,
August 16, 2007 and November 7, 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 March 7,
2008.
2. The
Automatic Termination Date of December 15, 2007 set forth in
the first sentence of paragraph 9 of the Merger Agreement Amendment
is hereby changed to March 31, 2008.
3.
Cryptometrics hereby accepts and approves that certain letter
agreement between JAG Media and YA Global Investments, LP dated
January 31, 2008.
4. JAG
Media and Cryptometrics shall hereafter be responsible for paying
their own costs and expenses incurred in connection with the
transaction. All costs in connection with printing, mailing and
otherwise distri
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