Letter Agreement Regarding Waiver of Conversion Rights by Shareholders of DG Acquisition Corp.
This agreement, dated August 16, 2005, is between DG Acquisition Corp. and several shareholders, including the Drake Family Capital Appreciation Trust and Graham Family Trust II. The shareholders agree to waive their rights to convert their shares of the company's common stock in connection with any vote to approve a business combination. This means they will not seek to exchange their shares for cash or other consideration if such a transaction occurs, as described in the company's IPO prospectus.
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| Dated as of August 16, 2005 |
DG Acquisition Corp.
420 Lexington Avenue
Suite 2650
New York, New York 10170
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| Re: DG Acquisition Corp. ("Company") |
Gentlemen:
Each of the undersigned hereby waives its, his or her right to exercise conversion rights with respect to any shares of the Company's common stock owned by the undersigned, directly or indirectly, and agrees that it, he or she will not seek conversion with respect to such shares in connection with any vote to approve a business combination (as is more fully described in the Company's Prospectus relating to the Company's initial public offering).
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| Very truly yours, |
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| DRAKE FAMILY CAPITAL APPRECIATION TRUST |
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| By: Name: John C. Drake Title: Trustee |
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| GRAHAM FAMILY TRUST II |
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| By: Name: Hume Steyer Title: Trustee |
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| Mark R. Graham |
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| Peter Getz |
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| Jay Freeman |
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| Ron Schmichel |
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| Richard Schwartz |
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| John P. Manley |
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| Gina Giaquinto |
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| Katie Murphy |
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| Mark Tassie |
