Net Perceptions, Inc. One Landmark Square, 22nd Floor Stamford, CT 06901 Tel. (203) 428.2040
EXHIBIT
I TO
EXHIBIT
C TO
ASSET
PURCHASE
AGREEMENT
Net
Perceptions, Inc.
Xxx
Xxxxxxxx Xxxxxx, 00xx
Xxxxx
Xxxxxxxx,
XX 00000
Tel.
(000) 000.0000
October
3, 2006
CRC
Acquisition Co. LLC
c/o
Riparian Partners, Ltd.
0000
Xxxxxxxxx Xxxxx
Xxxxxxxxxx,
Xxxxx Xxxxxx 00000
Attn:
Xxxxxxx XxxXxxxxxxx
| Re: |
Asset
Purchase Agreement dated as of September 22, 2006, among CRC Acquisition
Co. LLC, Net Perceptions, Inc. and SIG Acquisition
Corp.
|
Gentlemen:
Reference
is made to (i) that certain Asset Purchase Agreement, dated as of September
22,
2006, among CRC Acquisition Co. LLC (the “Equityholder”),
Net
Perceptions, Inc. (the “Company”)
and
SIG Acquisition Corp., a newly formed wholly-owned subsidiary of the Company,
pursuant to which SIG Acquisition Corp proposes to acquire substantially all
of
the assets of the Acquired Business on the terms and conditions set forth
therein and (ii) that certain Stock Purchase Agreement (the “Stock
Purchase Agreement”)
dated
as of the date hereof by and between the Company and Equityholder (collectively,
the “Transactions”).
In
connection with the Transactions, the Equityholder will receive, among other
things, 3,529,412 shares of the capital common stock, par value $0.0001 per
share, of the Company (the “Shares”).
The
Equityholder (i) acknowledges that this letter agreement is entered into
pursuant to, and the issuance and delivery of the Shares is being made pursuant
to, the Stock Purchase Agreement and is subject to the further terms and
conditions thereof, and (ii) understands that the Company is willing to proceed
with this transaction only if the undersigned enters into this letter agreement.
Capitalized terms used herein, but not defined herein, shall have the meanings
ascribed to such terms in the Asset Purchase Agreement.
The
Equityholder hereby warrants and represents as follows:
|
(a)
|
Equityholder
is familiar with the terms of the Transactions, and it has had the
opportunity to discuss in detail the terms of the Transactions with
the
officers and directors of the
Company;
|
| (b) |
Equityholder
is the sole beneficial owner of the Shares, and no other Person has
any
Lien or other interest of any nature in such Shares (without limiting
the
foregoing, it acknowledges that it will not hold such Shares of the
Company in any representative or fiduciary capacity);
and
|
| (c) |
Equityholder
has the full authority and capacity to enter into and carry out all
the
terms of this letter agreement, which has been duly authorized by
all
necessary limited liability company action and it is not subject
to, or
bound by, any agreement or instrument or any order of any court or
other
Governmental Authority that in any way restricts its authority or
capacity
to enter into and carry out all the terms of this letter
agreement.
|
In
consideration of the consummation of the Transaction, including, without
limitation, Equityholder’s receipt of the Shares and the other consideration set
forth in the Asset Purchase Agreement, the Equityholder irrevocably agree that
it will not (except pursuant to an order by a court of competent jurisdiction)
directly or indirectly:
|
(1)
|
Offer
for sale, sell, pledge, assign, hypothecate or otherwise create any
interest in or dispose of (or enter into any transaction or device
that is
designed to, or could reasonably be expected to, result in any of
the
foregoing) any securities of the Company, including the Shares as
well as
securities that it will “beneficially own” (as defined in Section 13(d) of
the Securities Exchange Act of 1934, as amended, including the rules
and
regulations of the Securities and Exchange Commission thereunder),
and
securities of the Company that may be issued upon the occurrence
of any
future contingency or securities convertible into or exchangeable
for
securities of the Company which may be issued or transferred to the
Equityholder during the period commencing on the Closing Date and
ending
on the six month anniversary of the Closing Date (the “Lock-up
Period”);
or
|
| (2) |
Enter
into any swap or other derivatives transaction that transfers to
another
Person, in whole or in part, any of the economic benefits or risks
of
ownership of such securities, including the Shares, including, without
limitation, any short sales, puts, calls or other hedging transactions
(including, without limitation, private hedging
transactions);
|
whether
any such transaction described in paragraph (1) or (2) above is to be settled
by
delivery of Shares or other securities, in cash or otherwise during the Lock-Up
Period.
Equityholder
agrees to the legending of the certificates evidencing the Shares with a legend
indicating that the Shares are subject to the Lock-Up Period and this letter
agreement.
The
Company and its agents, including its transfer agent, are authorized to decline
to make any transfer of securities if such transfer would constitute a violation
or breach of this letter agreement.
The
Equityholder understands that the Company will proceed with the Transactions
in
reliance on this letter agreement, and that any Shares transferred or issued
to
it under the terms of the Transaction will contain a restrictive legend stating
that the transfer of such shares is restricted.
The
Equityholder agrees that it will execute any additional documents reasonably
necessary or related to the enforcement of this letter agreement and its
obligations under this letter agreement is binding upon its managers, members,
employees, successors and assigns.
This
letter agreement may be executed in any number of counterparts and by the
parties hereto in separate counterparts, each of which when so executed shall
be
deemed to be an original and all of which taken together shall constitute one
and the same letter agreement.
[signature
page follows]
|
Very
truly yours,
NET
PERCEPTIONS, INC.
|
||
| |
|
|
| By: | ||
|
Name: Xxxxx
X. Xxxxx
Title: Chief
Administrative Officer
|
||
Acknowledged
and agreed to by the
undersigned
as of the 3rd
day
of
October,
2006:
CRC
ACQUISITION CO. LLC
| By: | |||
|
Name:
Title:
|
