XXXXXXXXXXXXX.XXX, INC.
000 Xxxxxxx Xxx., 00xx Xxxxx
Xxx Xxxx, XX 00000
September 21, 2005
Innopump, Inc.
000 Xxxxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxx, Xxx Xxxx 00000
Re: Extension of Terms of Merger Agreement
Gentlemen:
I refer to the Agreement and Plan of Merger dated as of June 9, 2005 (the
"Merger Agreement") among Xxxxxxxxxxxxx.xxx, Inc. ("Carsunlimited"), Pump
Acquisition Corp. ("PAC") and Innopump, Inc. ("Innopump"), and the Letter
Agreements dated respectively August 15, 2005, and September 8, 2005 (the
"Amending Letters"). All capitalized terms herein, not otherwise defined, shall
have the meanings ascribed in the Merger Agreement, as revised by the Amending
Letters.
The parties hereby agree that certain actions of Carsunlimited are deemed to
have satisfied the $425,000 Loan Obligation. Further, the termination date for
the Liquidity Condition is hereby extended through October 31, 2005.
The continuing effectiveness of such extension is subject to the execution,
within a reasonable period of time as determined in the sole discretion of
Innopump, of a letter of intent (or equivalent instrument) ("Financing LOI") in
connection with a financing of Carsunlimited equity securities ("Financing") by
and between Carsunlimited and a third party investor on terms acceptable to
Innopump. Further, the continuing effectiveness is subject to the ongoing
satisfaction by the parties of the terms of the Financing LOI, including without
limitation, the preparation of definitive agreements, and providing of bridge
financing. The parties agree to modify the closing conditions of the Merger
Agreement accordingly to reflect the Form 8-K rules and the structure of the
Financing LOI.
Carsunlimited and PAC have agreed to the foregoing, and we have all jointly
agreed that the Merger Agreement shall be deemed amended to provide for these
provisions.
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Kindly evidence your acceptance of and agreement to the foregoing by signing
this letter where- upon it shall be binding upon us effective as of the date
hereof. This letter may be executed in counterparts, all of which shall
constitute one and the same instrument.
Very truly yours,
XXXXXXXXXXXXX.XXX, INC.
on behalf of itself and PAC
By: /s/ Xxxxxx Xxxxx
------------------------------
Authorized Signator
Name: Xxxxxx Xxxxx
Title: President
Accepted and agreed:
Innopump, Inc.
By: /s/ Xxxxxxxx Xxxxxxxxx
-------------------------------------
Authorized Signator
Name: Xxxxxxxx Xxxxxxxxx
Title: CEO
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