Castlerigg Master Investments Ltd.China VoIP & Digital Telecom Inc. • June 30th, 2009 • Services-prepackaged software
Reference is hereby made to (i) that certain Securities Purchase Agreement, dated as of December 21, 2007, by and between China VoIP & Digital Telecom Inc., a Nevada corporation (the "Company") and the undersigned (the "Investor") (as amended, the "Securities Purchase Agreement"), (ii) that certain Amendment and Exchange Agreement, dated as of December 8, 2008, by and between the Company and the Investor (the "Amendment and Exchange Agreement"), which amended the Securities Purchase Agreement and the Transaction Documents (as defined in the Securities Purchase Agreement) and (iii) the Senior Secured Convertible Note issued pursuant to the Securities Purchase Agreement by the Company to the Investor on December 21, 2007, in the principal amount of $5,000,000, as amended pursuant to the Amendment and Exchange Agreement (as amended, the "Note"). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Note.
