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EXHIBIT 99.2
SENECA INVESTMENTS LLC
000 XXXXXXX XXXXXX
XXXXX XXXXX
XXX XXXX, XXX XXXX 00000
September 18, 2001
Organic, Inc.
000 Xxxxxxxx Xxxxxx
Xxx Xxxxxxxxx, Xxxxxxxxxx 00000
Ladies and Gentlemen:
We beneficially own 22.2% of Organic, Inc.'s common shares and have entered
into an agreement to acquire an additional 58.7% of the outstanding shares. The
ultimate amount payable for the additional shares is calculated under an
earn-out structure. Under this structure, a payment totalling about $5.9
million would be made at the closing, an additional $10.0 million payment would
subsequently be made if certain conditions are met and additional payments, if
any, would depend on substantial improvements in the Company's result of
operations through December 31, 2006. If we have not acquired at least 90% of
all then-outstanding Organic shares within a year of the share purchase
closing, we have the right to elect not to make the $10.0 million payment and
adjust the earn-out amount otherwise payable.
We propose to acquire the 16.8 million shares held by other stockholders for
$0.33 per share. Payment for these shares would be made in cash at closing and
would not be dependent on improvements in the Company's future results of
operations.
The completion of the transaction would be subject to participation in the
transaction by the holders of at least half of Organic shares not owned by us
or under contract to be purchased by us, the closing of the purchase of the
shares now under contract, documentation satisfactory to us of changes relating
to the Company's San Francisco office lease to which we understand the Company
and its landlord have agreed in principle, the absence of any Company material
adverse change or material defaults by the Company and other customary
conditions for a transaction of this type.
We are, of course, willing to meet with you to explain the basis for our
proposal at your convenience.
Very truly yours,
/s/ XXXXXXX XXXXXXX
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Xxxxxxx Xxxxxxx
Chief Executive Officer
