digitalpost_10q-ex1027.htm


    EXHIBIT
10.27

     

    INVESTOR
RELATIONS SECOND AMENDMENT AGREEMENT

    


    This
Second Amendment Agreement, dated as of May 19, 2008 (“Effective Date”), by and
between DigitalPost Interactive Inc., a Nevada corporation (the “Company”) and Crown Financial
Investment Group, LTD. (“Crown”) (collectively referred to as the
“Parties”).

    


    WHEREAS,
Crown and the Company entered into an Investor Relations Agreement, dated
November 13, 2007, where by Crown is to perform certain investor relations
services and the Company is to compensate Crown for such services with the
granting of warrants to purchase up to three million shares in aggregate of the
Company’s common stock exercisable at $1.20 per share (the “Original 3 Million
Warrant”).

    


    WHEREAS,
Crown and the Company entered into an Amendment Agreement dated February 12,
2008 (the “First Amendment Agreement”), whereby both parties agreed to cancel
the Original 3 Million Warrant as contemplated in the November 13, 2007 Investor
Relations Agreement and issue a new warrant to Crown by the Company to purchase
up to 4.6 million shares of the Company’s common stock at an exercise price of
$.65 per share (the “4.6 Million Warrant”). It is the desire of both parties of
this Second Amendment Agreement to cancel the 4.6 Million Warrant as
contemplated in the First Amendment Agreement and issue a new warrant to Crown
by the Company to purchase up to 6.6 million shares of the Company’s common
stock at an exercise price of $.45 per share.

    


    WHEREAS,
both parties desire to keep intact all other terms and conditions of the
Investor Relations Agreement dated November 13, 2007, and that the only term
changed is the warrant granted to Crown.

    


    NOW
THEREFORE, in consideration of the mutual promises and consideration set forth
herein, the Parties agree as follows:

    


    1. The
Company agrees to issue warrants to purchase an aggregate of 6,600,000 shares of
the Company’s Common Stock at an exercise price of $.45 cents per share (warrant
form attached hereto as Exhibit B) according
to the issuance, vesting and expiration schedule as set forth on Exhibit
A.  Crown agrees that the 4.6 Million Warrant remains unexercised and
is hereby cancelled immediately.  Crown re-confirms and ratifies that
the Original 3 Million Warrant had been already cancelled
unexercised.

    


    2. Crown and the Company agrees
that all other terms and conditions of the Investor Relations Agreement dated
November 13, 2007 continue unchanged and no other terms of said agreement are
modified by this amendment agreement except for that services provided by Crown
continue through July 18, 2008.

    


    


    Agreed:

    


    Crown
Financial Group, LTD.

    


    /s/
Jonathan Small

    Jonathan
Small

    


    


    DigitalPost
Interactive, Inc.

    


    /s/Mike
Sawtell

    Mike
Sawtell


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
A

    


    Warrant
Schedule

    


    Company
shall issue Crown warrant shares according to the following
schedule:

    


    Date of
Issuance                                                       Warrant
Shares to be
issued                                                                    Expiration
Date

    (Fully vested upon
issuance)

    


    5/19/08                                                          3,300,000                                                       7/18/08

    6/19/08                                                          3,300,000                                                       7/18/08


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
B

    



     DIGITALPOST
INTERACTIVE, INC.

    


    COMMON
STOCK WARRANT

    


    THIS
COMMON STOCK WARRANT AND ANY SECURITIES ISSUABLE UPON THE EXERCISE  OF
THIS COMMON STOCK WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED, AND MAY NOT BE TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS
THEY HAVE BEEN REGISTERED UNDER SUCH ACT OR PURSUANT TO AN EXEMPTION FROM
REGISTRATION UNDER SUCH ACT.

    


    


    Issued:
_______________

    


    Warrant
to Purchase _________ Shares of Common Stock

    


    Expiration
Date: _______________

    


    


         DigitalPost
Interactive, Inc. ("Company"), hereby certifies that, for value received, Crown
Financial Group (“Warrant Holder”) is entitled, on the terms set forth below, to
purchase from the Company at any time until 5:00 p.m., PCT, on the Expiration
Date, ___________________ fully paid and nonassessable shares of the Common
Stock of the Company, at a price per share of $_____ ("Purchase
Price").

    


         This
Warrant is being issued pursuant to the Second Amendment Agreement dated May
__,  2008 between the Company and Warrant Holder (the
"Agreement").  All capitalized terms used but not otherwise defined
herein shall have the meaning ascribed to such terms in the
Agreement.

    


    


         1.   Vesting;
Exercise of Warrant; Transfer of Warrant.

    


              (a)  Vesting.  The
Warrant Shares vest are fully vested on the date of issuance.

    


              (b)  Exercise
of Warrant. At any time prior to 5:00 p.m. on the Expiration Date, the Vested
Shares may be exercised by Warrant Holder, in whole or in part, upon surrender
of this Warrant to the Company, together with an executed Notice of Exercise,
substantially in the form attached hereto as Exhibit 1, at the
Company's primary executive office, with payment by check to the Company of the
amount obtained by multiplying the number of shares of Common Stock with respect
to which this Warrant is being exercised by the Purchase Price.

    


              (c)  Partial
Exercise. Upon any partial exercise or conversion, the Company will issue to the
Warrant Holder a new Warrant for the number of Warrant Shares as to which this
Warrant was not exercised or converted on the same terms herein.

    


              (d)  Fractional
Shares. No fractional shares of Common Stock shall be issued upon any exercise
or conversion of this Warrant. Instead of any fractional share which would
otherwise be issuable upon exercise or conversion, the Company shall pay a cash
amount in respect of each fractional share at a price equal to an amount
calculated by multiplying such fractional share (calculated to the nearest
1/100th of a share) by the Fair Market Value of a share of Common Stock on the
date of exercise or conversion, as applicable, minus the Purchase Price. Payment
of such amount shall be made in cash or by check payable to the order of Warrant
Holder at the time of delivery of any certificate or certificates arising upon
such exercise or conversion.

    


              (e)  Taxes.
The Company will not be required to pay any tax imposed in connection with any
transfer involved in the issuance of a Warrant or a certificate for shares of
Common Stock in any name other than that of Warrant Holder hereof, and in such
case, the Company will not be required to issue or deliver any stock certificate
or Warrant until such tax is paid.

    


              (f)  Transfer
of Warrant. Transfer of this Warrant to a third party shall be effected by
execution and delivery of the Notice of Assignment attached hereto as Exhibit 2 and
surrender of this Warrant for registration of transfer of this Warrant at the
primary executive office of the Company, together with funds sufficient to pay
any applicable transfer tax. Upon receipt of the duly executed Notice of
Assignment and the necessary transfer tax funds, if any, the Company, at its
expense, shall execute and deliver, in the name of the designated transferee or
transferees, one or more new Warrants representing the right to purchase a like
aggregate number of shares of Common Stock.

    


         2.  Registration
Rights.  All common
stock underlying the warrants will have standard piggy-back registration rights
in the Company’s next applicable registration.

    


         3.   INTENTIONALLY
LEFT BLANK

    


         4.   Notices
of Record Date. In case (a) the Company takes a record of Warrant Holders of the
Common Stock for the purpose of entitling them to receive any dividend or other
distribution, or any right to subscribe for or purchase any shares of stock of
any class or any other securities; (b) of any capital reorganization of the
Company, any reclassification of the capital stock of the Company, any
consolidation or merger of the Company with or into another corporation, or any
conveyance of all or substantially all of the assets of the Company to another
corporation; or (c) of any voluntary dissolution, liquidation or winding-up of
the Company; then, in each such case, the Company will mail or cause to be
mailed to Warrant Holder of a Warrant at the time outstanding a notice
specifying, as the case may be, (i) the date on which a record is to be taken
for the purpose of such dividend, distribution or right, and stating the amount
and character of such dividend, distribution or right, or (ii) the date on which
such reorganization, reclassification, consolidation, merger, conveyance,
dissolution, liquidation or winding-up is to take place, and time, if any is to
be fixed, as of which Warrant Holders of record of Common Stock (or such other
stock or securities at the time receivable upon the exercise or conversion of
the Warrant) will be entitled to exchange their shares of Common Stock (or such
other stock or securities) for securities or other property deliverable upon
such reorganization, reclassification, consolidation, merger, conveyance,
dissolution, liquidation or winding-up, and, in the case of a reorganization,
consolidation, merger or conveyance, the fair market value of such securities or
other property as determined by the Board. Such notice shall be mailed at least
ten days prior to the date specified therein.

    


         5.   Replacement
of Warrant. Upon receipt of evidence reasonably satisfactory to the Company of
the loss, theft, destruction or mutilation of this Warrant and (in the case of
loss, theft or destruction) upon delivery of an indemnity agreement in such
reasonable amount as the Company may determine, or (in the case of mutilation)
upon surrender and cancellation thereof, the Company at its expense, will issue
a replacement.

    


         6.   Transferability
of Warrant; No Redemption. This Warrant and all rights hereunder are freely
transferable by Warrant Holder, subject to compliance with applicable state and
federal securities laws. This Warrant shall not be redeemable by the Company, in
whole or in part, at any time.

    


         7.   Notices.
All notices, instructions and other communications given hereunder or in
connection herewith shall be sent to:

    


    If to the
Company to: 

    Digital
Post Interactive, Inc.

    3020 El
Camino Real, Suite #230

    Irvine,
CA 92602

    Attention:
Chief Executive Officer

    Facsimile:
(714) 824-3020

    


    
      	
              If
      to Warrant Holder to:

            	
              As
      written on signatory page of the
Agreement

            


    

    


         8.   Change;
Waiver. This Warrant except by agreement may not be changed, amended or modified
in writing signed by the Company and Warrant Holder.

    


         9.   No
Rights as Warrant Holder. This Warrant does not entitle Warrant Holder to any
voting rights or other rights as Warrant Holder of the Company prior to the
exercise of this Warrant.

    


         10.   Headings.
The headings in this Warrant are for purposes of reference only and shall not be
deemed to constitute a part hereof.

    


         11.  Governing
Law. This Warrant shall be construed in accordance with and governed by the laws
of Nevada without regard to its conflicts of laws rules.

    


    


    Dated:
_______________, 2008

    


                                     DigitalPost
Interactive, Inc.

    


    


    


                                     ____________________________

                                     Michael
Sawtell

                                     Chief
Executive Officer

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
1

    



    NOTICE
OF EXERCISE OF WARRANT

    


    TO:  DigitalPost
Interactive, Inc.

    


         1.   The
undersigned hereby elects to receive __________ shares of Common Stock of
DigitalPost Interactive, Inc., pursuant to the terms of the attached
Warrant.

    


         2.   Exercise.  The
undersigned tenders herewith payment in full for the purchase price of the
shares being purchased, together with all applicable transfer taxes, if
any.

    


         3.   Please
issue a certificate or certificates representing said shares of Common Stock in
the name of the undersigned or in such other name as is specified
below:

    


                          _________________________________

                                        (Name)

                          _________________________________

    


                          _________________________________

                                       (Address)

    


         4.   The
undersigned represents that the aforesaid shares of Common Stock are being
acquired for the account of the undersigned for investment and not with a view
to, or for resale in connection with, the distribution thereof and that the
undersigned has no present intention of distributing or reselling such
shares.

    


              All
capitalized terms used but not otherwise defined herein shall have the meaning
ascribed to such terms in the Warrant.

    


                          _________________________________

                                    Name
of Warrant Holder

    


                          _________________________________

                          Signature
of Authorized Signatory

    


                          _________________________________

                                 Print
Name and Title

    


                          _________________________________

                                         Date

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
2


    WARRANT
ASSIGNMENT FORM

    


    (To be
executed only upon the assignment of the within Warrant)

    


         FOR
VALUE RECEIVED, the undersigned registered Warrant Holder of the within Warrant
hereby sells, assigns and transfers unto _____________________, whose address is
___________________ all of the rights of the undersigned under the within
Warrant, with respect to shares of Common Stock (as defined within the Warrant)
of DigitalPost Interactive, Inc., and, if such shares of Common Stock shall not
include all the shares of Common Stock issuable as provided in the within
Warrant, that a new Warrant of like tenor for the number of shares of Common
Stock not being transferred hereunder be issued in the name of and delivered to
the undersigned, and does hereby irrevocably constitute and appoint
_________________ attorney to register such transfer on the books of DigitalPost
Interactive, Inc. maintained for that purpose, with full power of substitution
in the premises.

    


    Dated:_____________

    


    By:________________________________

            (Signature
of Registered Warrant Holder)

    


    Title:_____________________________

    


    


    NOTICE:      The
signature to this Notice of Assignment must correspond

                         with
the name upon the face of the within Warrant in every

                         particular,
without alteration or enlargement or any

                         change
whatever.