-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Dutvthkw4b9vDVfmBWKNLmg9QWGI9KFGvOAxXXOj58bZfaK0BxKP8ew5zEX1PJL1 AJMHeWFmQeLFNZ3EgWpJiA== 0001310496-08-000008.txt : 20080505 0001310496-08-000008.hdr.sgml : 20080505 20080505125326 ACCESSION NUMBER: 0001310496-08-000008 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080505 DATE AS OF CHANGE: 20080505 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DANZIG DAVID CENTRAL INDEX KEY: 0001348318 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: BUSINESS PHONE: 212.581.9610 MAIL ADDRESS: STREET 1: 168 THOMPSON STREET STREET 2: SUITE 1 CITY: NEW YORK STATE: NY ZIP: 10012 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PIPELINE DATA INC CENTRAL INDEX KEY: 0001086533 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 133953764 FISCAL YEAR END: 1205 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-81018 FILM NUMBER: 08801575 BUSINESS ADDRESS: STREET 1: 1599 WASHINGTON STREET STREET 2: SUITE 1D CITY: BRAINTREE STATE: MA ZIP: 02184 BUSINESS PHONE: 781 843 3812 MAIL ADDRESS: STREET 1: 1599 WASHINGTON STREET STREET 2: SUITE 1D CITY: BRAINTREE STATE: MA ZIP: 02184 SC 13D 1 ppda13dddanzig.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

(Amendment No. 6)*

 

PIPELINE DATA INC.

(Name of Issuer)

 

COMMON STOCK, $0.001 PAR VALUE

(Title of Class of Securities)

 

724059-10-0

(CUSIP Number)

 

Leslie J. Croland, Esq.

Edwards Angell Palmer & Dodge LLP

One North Clematis Street, Suite 400

West Palm Beach, FL 33401-5552

(561) 833 7700

(Name, Address and Telephone Number of Person Authorized to

Receive Notices and Communications)

 

April 30, 2008

(Date of Event which Requires Filing this Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ]

 

NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Exchange Act”) or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject to all other provisions of the Exchange Act (however, see the Notes).

 

 

 


(1)      NAME OF REPORTING PERSON

 

 

David Danzig

--------------------------------------------------------------------------------

 

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

 

N/A

--------------------------------------------------------------------------------

(2)

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:

 

(a) [

]

 

(b) [

]

--------------------------------------------------------------------------------

(3)

SEC USE ONLY

 

--------------------------------------------------------------------------------

(4)

SOURCE OF FUNDS

 

 

PF

--------------------------------------------------------------------------------

(5)

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)[ ]

--------------------------------------------------------------------------------

(6)

CITIZENSHIP OR PLACE OF ORGANIZATION

 

 

United States

--------------------------------------------------------------------------------

 

 

NUMBER OF

(7)

SOLE VOTING POWER

 

SHARES

4,699,139

BENEFICIALLY--------------------------------------------------

 

OWNED BY

(8)

SHARED VOTING POWER

 

EACH

0

 

REPORTING

-----------------------------------------------------

 

PERSON

(9)

SOLE DISPOSITIVE POWER

 

WITH

4,699,139

-----------------------------------------------------

 

(10)

SHARED DISPOSITIVE POWER

0

--------------------------------------------------------------------------------

(11)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

4,699,139

--------------------------------------------------------------------------------

(12)

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]

(See Instructions)

--------------------------------------------------------------------------------

(13)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

9.43%

--------------------------------------------------------------------------------

(14)

TYPE OF REPORTING PERSON

IN

 

 

- 2 -

PMB 349632.2

 


 

This Amendment No. 6 amends and supplements the Statement on Schedule 13D (the “Schedule”) filed on December 30, 2005 by David Danzig, Amendment No. 1 to the Schedule filed on October 31, 2006, Amendment No. 2 to the Schedule filed on December 7, 2006, Amendment No. 3 to the Schedule filed on July 5, 2007, Amendment No. 4 to the Schedule filed on January 7, 2008 and Amendment No. 5 to the Schedule filed on March 10, 2008.

 

Item 4.

Purpose of Transaction.

 

 

The information set forth in Item 4 is hereby amended by adding the following:

 

As of April 30, 2008, the seventh amendment (the “Amendment”) to the Agreement and Plan of Merger (the “Merger Agreement”) among Pipeline Data Inc. (“Pipeline”), Charge.com Acquisition, Inc., Charge.Com, Inc., David Danzig and Gregory Danzig was entered into by Pipeline, Charge.com Acquisition, Inc., David Danzig and Gregory Danzig, on behalf of himself and Kauai Investment Holdings, LLC (“Kauai”). Pursuant to the Amendment, Pipeline has the right until June 30, 2008 to purchase the Pipeline common stock owned by Gregory Danzig, Kauai and David Danzig at the purchase price of $1.5206 per share (“Per Share Purchase Price”) plus interest accruing at the rate of 18% per annum accruing as of May 1, 2008. If Pipeline exercises its right to purchase such shares, Pipeline must pay the full amount for the shares in cash by the earlier of May 1, 2008 or the closing of a financing to accomplish the purchase.

 

Gregory Danzig, Kauai and David Danzig (collectively, the “Selling Shareholders”) have been provided with additional time to determine whether to exercise their rights under the Merger Agreement to sell their shares of Pipeline common stock back to Pipeline. Under the Amendment, if the Danzigs and Kauai want Pipeline to purchase all of such shares, they must notify Pipeline of such decision on or between May 1, 2008 and 5:00 p.m. (Eastern Daylight Time) on June 30, 2008. Pipeline would then be obligated to purchase the shares by no later than July 1, 2008 by paying the Per Share Purchase Price, plus interest accruing at the rate of 18% per annum accruing as of May 1, 2008.

 

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment attached hereto as Exhibit G and incorporated herein by reference.

 

 

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PMB 349632.2

 


 

Item 7.

Material to Be Filed as Exhibits.

 

Exhibit A

Lock Up Agreement dated December 19, 2005 between the Issuer, David Danzig and Gregory Danzig. (1)

 

Exhibit B

Second Amendment to Agreement and Plan of Merger dated October 26, 2006 among Pipeline Data Inc., David Danzig and Gregory Danzig. (2)

 

Exhibit C

Third Amendment to Agreement and Plan of Merger dated December 5, 2006 among Pipeline Data Inc., Charge.com Acquisition, Inc., Gregory Danzig and David Danzig. (3)

 

Exhibit D

Fourth Amendment to Agreement and Plan of Merger dated July 3, 2007 among Pipeline Data Inc., Charge.com Acquisition, Inc., Gregory Danzig and David Danzig. (4)

 

Exhibit E

Fifth Amendment to Agreement and Plan of Merger dated as of December 28, 2007 among Pipeline Data Inc., Charge.com Acquisitions, Inc., Gregory Danzig and David Danzig. (5)

 

Exhibit F

Sixth Amendment to Agreement and Plan of Merger dated as of March 4, 2008 among Pipeline Data Inc., Charge.com Acquisitions, Inc., Gregory Danzig and David Danzig. (6)

 

Exhibit G

Seventh Amendment to Agreement and Plan of Merger dated as of April 30, 2008 among Pipeline Data Inc., Charge.com Acquisitions, Inc., Gregory Danzig and David Danzig.

_______________________________

(1) Previously filed with the initial Schedule 13D of David Danzig.

(2) Previously filed with Amendment No. 1 to the Schedule 13D of David Danzig.

(3) Previously filed with Amendment No. 2 to the Schedule 13D of David Danzig.

(4) Previously filed with Amendment No. 3 to the Schedule 13D of David Danzig.

(5) Previously filed with Amendment No. 4 to the Schedule 13D of David Danzig.

(6) Previously filed with Amendment No. 5 to the Schedule 13D of David Danzig.

 

 

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PMB 349632.2

 


SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

 

Dated: May 2, 2008

 

/s/ David Danzig

David Danzig

 

 

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PMB 349632.2

 


                

 

                EXHIBIT G

 

SEVENTH AMENDMENT TO AGREEMENT AND PLAN OF MERGER

 

This Seventh Amendment dated as of April 30, 2008 (this “Amendment”) to that certain Agreement and Plan of Merger dated as of July 15, 2005 (as amended to date, the “Agreement”) by and among the parties named below (the “Parties”) and Charge.Com, Inc., a Florida corporation (the “Company”), is entered into by and among Pipeline Data Inc., a Delaware corporation (“PPDA”), Charge.com Acquisition, Inc., a Delaware corporation and wholly-owned subsidiary of PPDA (the “Purchaser”), and Gregory Danzig and David Danzig (the “Shareholders”). Capitalized terms not defined herein shall have the meaning ascribed to them in the Agreement.

 

WHEREAS, PPDA did not list the PPDA Common Stock on the Nasdaq Small Cap Market or AMEX by September 30, 2006 as required by the Agreement; and

 

WHEREAS, the Parties believe that it is in their mutual best interests to amend the Agreement on the terms and conditions set forth herein; and

 

 

WHEREAS, the Parties have agreed that the Agreement as amended is in full force and

effect.

 

NOW, THEREFORE, in consideration of the mutual premises and covenants set forth herein and other good and valuable consideration, the receipt and sufficiency of all of which are hereby acknowledged the parties hereto agree to amend the Agreement as follows:

 

 

I.

The Parties agree and acknowledge that Section 5.10 of the Agreement be

amended and restated in its entirety as follows:

 

 

5.10 Listing

 

PPDA shall have received an unqualified written approval from Nasdaq or AMEX, as applicable, for the listing of PPDA Common Stock on the Nasdaq Small Cap Market or AMEX. Thereafter, PPDA shall use its best efforts to have the PPDA Common Stock be so listed on the earliest practicable date after receipt of such written notice of approval. Within the later of 90 days after the Closing or September 30, 2006, PPDA shall certify to the Shareholders as to whether PPDA Common Stock has been listed on the Nasdaq Small Cap Market or AMEX. Failure to provide such certification by the later of the 90th day after Closing or September 30, 2006 shall be deemed a certification that PPDA Common Stock has not been so listed. Should PPDA Common Stock not be so listed within the later of 90 days after the Closing Date or September 30, 2006, each Shareholder (acting alone) shall decide whether he or it wants: (i) PPDA to repurchase all the shares of PPDA Common Stock issued to him or it under this Agreement for $1.5206 per share (“Per Share Purchase Price”) plus interest on the Per Share Purchase Price which shall accrue at the annual rate of 18% commencing on May 1, 2008 (assessed on a pro rata daily basis), for each share of PPDA Common Stock to be so repurchased, based on the aggregate unpaid amount until paid for in full (in cash by wire transfer) (“Interest”), or (ii) to continue to hold such shares and will inform PPDA on or between May 1, 2008 and 5 PM (Eastern Daylight Time) on June 30, 2008. Should a Shareholder choose to have PPDA repurchase the shares of PPDA Common Stock

 

 

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PMB 349632.2

 


issued to him or it under this Agreement at the Per Share Purchase Price (the “Put Right”), subject to Interest assessment, then PPDA shall do so by no later than 5:00 PM (Eastern Daylight Time) on July 1, 2008. If a Shareholder exercises the Put Right in accordance with the terms of this Amendment, PPDA must purchase the PPDA Common Stock issued under the Agreement to such Shareholder and pay such Shareholder in cash by wire transfer by no later than 5:00 PM (Eastern Daylight Time) on July 1, 2008 the Per Share Purchase Price, plus Interest on the Per Share Purchase Price. Interest will be assessed on the shares of PPDA Common Stock actually sold by the Shareholders to PPDA.

 

The Parties agree that PPDA shall have a call right (“Call Right”) from May 1, 2008 until no later than 5:00 PM (Eastern Daylight Time) on June 30, 2008 to purchase all of the Shareholders’ PPDA common stock that is not sold by the Shareholders prior to receipt of written notice of exercise of the Call Right at the Per Share Purchase Price, plus Interest on the Per Share Purchase Price. Interest will be assessed on the shares of PPDA Common Stock actually sold by the Shareholders to PPDA. In the event PPDA exercises its Call Right, the Parties shall close the purchase of shares of PPDA Common Stock subject to the Call Right (“Call Closing”) by the earlier of (i) July 1, 2008 or (ii) the closing of financing to accomplish the purchase. At the Call Closing, PPDA shall pay the full purchase price, plus Interest, for the shares of PPDA Common Stock purchased and the Shareholders shall deliver to PPDA the PPDA Common Stock so purchased. If PPDA fails to pay the Shareholders, in full, the aggregate Per Share Purchase Price, plus Interest, by the earlier of (i) July 1, 2008 or (ii) the closing of financing to accomplish the purchase, PPDA will be in breach of its obligations under this Agreement. If PPDA fails to pay the Shareholders in full, including Interest, for the shares referred to in PPDA’s call notice by the earlier of (i) July 1, 2008 or (ii) the closing of financing to accomplish the purchase, the Shareholders shall have the right, but not the obligation, to sell such shares to third parties.

 

 

II.

The Parties agree that Section 6.11 of the Agreement be amended and

restated in its entirety as follows:

 

 

6.11 Listing of PPDA Common Stock

 

PPDA shall have received an unqualified written approval from Nasdaq or AMEX, as applicable, for the listing of PPDA Common Stock on the Nasdaq Small Cap Market or AMEX. Thereafter, PPDA shall use its best efforts to have the PPDA Common Stock be so listed on the earliest practicable date after receipt of such written notice of approval. Within the later of 90 days after the Closing or September 30, 2006, PPDA shall certify to the Shareholders as to whether PPDA Common Stock has been listed on the Nasdaq Small Cap Market or AMEX. Failure to provide such certification by the later of the 90th day after Closing or September 30, 2006 shall be deemed a certification that PPDA Common Stock has not been so listed. Should PPDA Common Stock not be so listed within the later of 90 days after the Closing Date or September 30, 2006, each Shareholder (acting alone) shall decide whether he or it wants PPDA to repurchase all of the shares of PPDA Common Stock issued to him or it under this Agreement for the Per Share Purchase Price, plus Interest, or to continue to hold such shares and will inform PPDA on or between May 1, 2008 and 5 PM (Eastern Daylight Time) on June 30, 2008. Should a Shareholder choose to exercise the Put Right, then PPDA shall repurchase the PPDA Common Stock subject to the Put Right by no later than 5 PM (Eastern Daylight Time) on July 1, 2008. If a Shareholder exercises the Put Right in accordance with the terms of this Amendment, PPDA must purchase the PPDA Common Stock issued under the Agreement to the Shareholder and pay such Shareholder in cash by wire transfer by no later than 5 PM (Eastern Daylight Time) on July 1, 2008 the Per Share Purchase Price, plus Interest. Interest will be assessed on the shares of PPDA Common Stock actually sold by the Shareholders to PPDA.

 

 

- 7 -

PMB 349632.2

 


The Parties agree that PPDA shall have a Call Right from May 1, 2008 until no later than 5 PM (Eastern Daylight Time) on June 30, 2008 to purchase all of the Shareholders’ PPDA common stock that is not sold by the Shareholders prior to receipt of written notice of the exercise of the Call Right, at the Per Share Purchase Price, plus Interest. Interest will be assessed on the shares of PPDA Common Stock actually sold by the Shareholders to PPDA. In the event PPDA exercises its Call Right, the Parties shall complete the Call Closing by the earlier of (i) July 1, 2008 or (ii) the closing of financing to accomplish the purchase. At the Call Closing, PPDA shall pay, in full, the full purchase price, plus Interest, for the shares of PPDA Common Stock purchased and the Shareholders shall deliver to PPDA the PPDA Common Stock so purchased. If PPDA fails to pay the Shareholders, in full, the aggregate Per Share Purchase Price, plus Interest, by the earlier of (i) July 1, 2008 or (ii) the closing of financing to accomplish the purchase, PPDA will be in breach of its obligations under this Agreement. If PPDA fails to pay the Shareholders in full, including Interest, for the shares referred to in PPDA’s call notice by the earlier of (i) July 1, 2008 or (ii) the closing of financing to accomplish the purchase, the Shareholders shall have the right, but not the obligation, to sell such shares to third parties.

 

 

III.

In the event any Shareholder exercises the Put Right or PPDA exercises its Call

Right in accordance herewith and PPDA does not fully comply with any of its repurchase obligations under the Put Right or Call Right such Shareholder shall have no duty to mitigate damages (including, without limitation, by selling any PPDA Common Stock owned by such Shareholder to an unaffiliated third party or through public sale to any affiliated or unaffiliated party).

 

 

IV.

Subject to applicable federal securities laws (including, without limitation, Rule

144 under the 1933 Act), each Shareholder will be permitted, in such Shareholder’s sole discretion, to sell any and all shares of PPDA Common Stock owned by such Shareholder. Any such shares of PPDA Common Stock sold by a Shareholder to an unaffiliated third party or parties or through public sale to any affiliated or unaffiliated party or parties, other than sales to PPDA pursuant to the Put Right or Call Right hereunder, shall no longer be subject to the Put Right or Call Right under this Agreement but shall not otherwise invalidate the Put Right or Call Right with respect to other shares of PPDA Common Stock issued to such Shareholder under the Agreement. For the avoidance of doubt and without limiting the foregoing, if the Put Right is exercised by a Shareholder, (x) such Shareholder shall have the right (but not the obligation) to sell any shares of PPDA Common Stock subject to the Put Right at any time prior to the time that the Per Share Purchase Price, plus Interest, for such shares is paid by PPDA, (y) any shares of PPDA Common Stock sold by such Shareholder pursuant to clause (x) shall no longer be subject to the Put Right and (z) clause (x) shall in no way extend the deadline for PPDA payment of the Per Share Purchase Price, plus Interest, for shares of PPDA Common Stock still subject to the Put Right (which for the avoidance of doubt shall be no later than July 1, 2008 as provided in paragraphs I and II above); additionally, for the avoidance of doubt and without limiting the foregoing, before the time the Call Right is exercised by PPDA, (u) the Shareholders shall have the right (but not the obligation) to sell any shares of PPDA Common Stock subject to the Call Right at any time prior to the time that the Shareholders receive the call notice, (v) any shares of PPDA Common Stock sold by such Shareholder pursuant to clause (u) shall no longer be subject to the Call Right and (w) clause (u) shall in no way extend the deadline for PPDA payment of the Per Share Purchase Price, plus Interest, for shares of PPDA Common Stock still subject to the Call Right (which for the avoidance of doubt shall be no later than by the earlier of (i) July 1, 2008 or (ii) the closing of financing to accomplish the purchase, as provided in paragraphs I and II above).

 

V.        If any Shareholder sells any shares of PPDA Common Stock which would otherwise be subject to the Put Right (other than sales to PPDA pursuant to the Put Right), then (a) in the case such shares are sold at a price greater than the Per Share Purchase Price, plus Interest, PPDA shall not be able to offset any gain by such Shareholder against the Per Share Purchase Price, plus Interest, owed by PPDA to such Shareholder for other shares of PPDA Common Stock still subject to the Put Right upon exercise of the Put Right and (b) in the case such shares are sold at a price less than the Per Share Purchase Price, plus Interest, such Shareholder shall

 

 

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PMB 349632.2

 


have no claim against PPDA for PPDA to pay the difference between such sale price and the Per Share Purchase Price, plus Interest.

 

 

VI.

Immediately upon registration of all shares of PPDA Common Stock issued in

connection with the June 29, 2006 $37 million financing by the CAMOFI investor group (the “$37mm financing”), PPDA will use its best efforts to register the PPDA Common Stock issued to each Shareholder under the Agreement on an applicable registration statement for resale to the public. The terms of the Registration Rights Agreement entered into between PPDA and the Shareholders at Closing shall govern the terms of the registration (other than the fact that PPDA will use its best efforts to register the shares of PPDA Common Stock rather than the registration being a piggy-back registration). PPDA’s obligations under this clause shall terminate (a) with respect to a Shareholder upon PPDA’s payment in full of the applicable purchase price (including Interest) to such Shareholder after exercise of the Put Right by such Shareholder or the exercise of the call right by PPDA or (b) with respect to any particular shares of PPDA Common Stock issued to a Shareholder under the Agreement if such shares are sold by a Shareholder to an unaffiliated third party or parties or through public sale to any affiliated or unaffiliated party or parties.

 

VII.     PPDA shall pay all of the Shareholders’ legal fees and expenses incurred as a result of PPDA Common Stock not being listed on Nasdaq or AMEX by September 30, 2006, up to an additional amount equal to $10,000. PPDA shall make payment within five (5) business days after delivery of the invoice for the legal fees and expenses incurred.

 

VIII.    Notwithstanding anything to the contrary, any cash paid to the Shareholders by PPDA in satisfaction of the Price Protection shall reduce the amount owed by PPDA to the Shareholders pursuant to the Put Right by the amount paid in cash to the Shareholders.

 

IX.      On January 12, 2006, PPDA’s shareholders approved a reverse stock split. As of the date of this Agreement, the reverse stock split has not been effected. The “Per Share Purchase Price” reflects the per share purchase price for the PPDA Common Stock on a pre-reverse stock split basis, and is subject to proportionate adjustment for any reverse or forward stock split, stock dividends, recapitalizations or other similar events. For example, and not by way of limitation, if there were a 2-for-1 forward stock split of the PPDA Common Stock, the Per Share Purchase Price would be reduced by 50% and if there were a reverse stock split by 2-to 1, the Per Share Purchase Price would be increased by 100%.

 

X.        All other terms and provisions of the Agreement shall remain in full force and effect. The Agreement (including this Amendment) contains the final agreement among the Parties with respect to the subject matter hereof and supersedes any or all other agreements (written or oral) regarding the same subject matter.

 

XI.      This Amendment may be executed and delivered (including by facsimile, electronic or e-mail transmission which shall have the same effect as original signature pages) in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed and delivered shall be deemed to be an original but all of which taken together shall constitute one and the same agreement.

 

XII.     For the purpose of clarity, as an example, if the Put Right or Call Right is exercised and payment is made by PPDA to the Shareholders on July 1, 2008, then the price paid for each share shall be approximately $1.5662, including Interest. The following calculations were made to determine the price to be paid per share in the example given in this Section XII:

 

 

- 9 -

PMB 349632.2

 


There are 61 days between May 1, 2008 and July 1, 2008 for which the interest rate is 18%. Thus, the pro-rated portion of the interest for these days is 61 times 0.18 divided by 366 (because 2008 is a leap year with 366 days), which equals exactly 0.03 or 3%.

 

3% of the Per Share Purchase of $1.5206 is $0.045618. Adding $0.045618 to the Per Share Purchase Price equals $1.566218 per share due on July 1, 2008.

 

XIII.    If the Put Right is exercised by one or more of the Shareholders or the Call Right is exercised by PPDA and full payment in cash as required under the Agreement is not received by the Shareholders by the close of business on December 19, 2008, then Section 8(c) of that certain Employment Agreement effective as of December 19, 2005 between Charge.com Acquisition, Inc. and Gregory Danzig and Section 6(c) of that certain Consulting Agreement dated December 19, 2005 by and between Charge.com Acquisition, Inc. and David Danzig shall be null and void as of the close of business on December 19, 2008.

 

IN WITNESS WHEREOF, the parties hereto have entered into and signed this Amendment as of the date and year first above written.

 

PIPELINE DATA INC.

 

By:

/s/ MacAllister Smith

 

Name:

MacAllister Smith

 

Title:

President and CEO

 

 

CHARGE.COM ACQUISITION, INC.

 

By:

/s/ MacAllister Smith

 

Name:

MacAllister Smith

 

Title:

President and CEO

 

 

SHAREHOLDERS:

 

/s/ Gregory Danzig

Gregory Danzig, individually and as the

duly authorized representative of Kauai

Investment Holdings, LLC

 

/s/ David Danzig

David Danzig

 

 

 

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PMB 349632.2

 

 

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