EX-10.1: NINTH AMENDMENT

Exhibit 10.1

JAG Media Holdings, Inc.

 

6865 S.W. 18th Street, Suite B13

Boca Raton, FL 33433

 

As of August 16, 2007

 

Cryptometrics, Inc.

73 Main Street

Tuckahoe, NY 10707

 

 

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 November 2, 2007.

 

2. The Automatic Termination Date of August 16, 2007 set forth in the first sentence of paragraph 9 of the Merger Agreement Amendment is hereby changed to November 7, 2007.

 

3. Cryptometrics shall pay up to $200,000 in additional transaction costs on behalf of JAG Media, in addition to the $150,000 in such costs set forth in paragraph 3 of the May 18, 2007 agreement among the Parties (“Additional Transaction Costs”). Cryptometrics shall pay $94,446.39 of the Additional Transaction Costs to JAG Media’s lawyers, accountants, financial printers and other parties in accordance with wire instructions to be furnished by JAG Media and within five (5) days after execution of this agreement and receipt of the relevant wire instructions from JAG Media. The remaining Additional Transaction Costs shall be paid as and when those payments become due and payable in accordance with paragraph 5 below.

 

4. Notwithstanding anything to the contrary in the Merger Agreement, as amended, JAG Media may issue such options, warrants and shares of Common Stock as it deems necessary or appropriate to address payables, debt and operating expenses of JAG Media (“JAG Media Expenses”), as well as Additional Transaction Costs, provided that such issuances do not result in the issuance of more than 750,000 shares of Common Stock. Proceeds from such issuances shall be allocated 2/3 for JAG Media Expenses (“JAG Media Allocation”) and 1/3 for Additional Transaction Costs (“Cryptometrics Allocation”).

 

5. The proceeds from the JAG Media Allocation shall be used by JAG Media for JAG Media Expenses. The proceeds from the Cryptometrics Allocation shall be paid to Cryptometrics promptly after receipt of such proceeds by JAG Media. Proceeds from the Cryptometrics Allocation received from time-to-time by JAG Media shall be applied first toward reimbursement of Cryptometrics for Additional Transaction Costs paid by Cryptometrics until such proceeds are exhausted and then toward any Additional Transaction Costs not due and payable at the time to the extent proceeds from the Cryptometrics Allocation are available. If proceeds from the Cryptometrics Allocation are not available at the time JAG Media receives invoices for Additional Transaction Costs Cryptometrics shall promptly pay such invoices.

 

All defined terms used in this agreement, which are not otherwise defined herein shall have the meaning ascribed to them in the Merger Agreement Amendment. Except as otherwise set forth in this agreement, the Merger Agreement Amendment and the Merger Agreement shall remain unchanged and in full force and effect. The company voting and lock-up agreement executed in connection with the Merger Agreement shall continue in full

force and effect and “Merger Agreement” as defined therein shall include all amendments thereto, inclusive of that contained herein.

 

If the foregoing accurately reflects your understanding of our agreement regarding the above matter, please indicate your agreement and acceptance by signing in the appropriate space below and returning a fully executed and dated copy of this agreement to the undersigned.

 

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