Unassociated Document


     

    MERRIMAN
CURHAN FORD GROUP, INC.

    600
California Street

     9th
Floor

    San
Francisco, CA 94108

    


    August
27, 2009

    Ronald
Chez

    c/o Barry
Fischer

    Thompson
Coburn Fagel Haber

    55 E
Monroe Street

    37
Floor

    Chicago,
IL 60603

    


    


    Ladies
and Gentlemen:

    


    Reference is made to the Investors’
Rights Agreement of even date herewith (the “Agreement”), and terms otherwise
not defined in this letter agreement shall have the meanings set forth in the
Agreement.  The undersigned acknowledges that you, as an Investor,
have required the Company to execute this letter agreement as a condition of
purchasing Shares and Warrants in the Agreement.

    


    In consideration of the above, the
Company agrees to use its commercially reasonable best efforts to determine a
method of registering the Investor Warrants (in addition to the Common Stock
underlying the Investor Warrants), in coordination with you and your counsel,
and to effect any such registration in a manner reasonably acceptable to
you.  In addition, to reflect the fact that the Settling Parties would
also be participating in any distribution of Registration Warrants, the Company
agrees to use its commercially reasonable best efforts to cause Section 2.4(b)
of the Agreement to be amended to read as attached as Annex A.

    


    This letter agreement shall be deemed
part of the Agreement.

    


     

    
      	 
      	
              Sincerely,

            
	 
      	 
      
	 
      	
              MERRIMAN
      CURHAN FORD GROUP, INC.

            
	 
      	 
      
	 
      	 
      
	 
      	  
      
	 
      	
              D.
      Jonathan Merriman,

            
	 
      	
              Chief
      Executive Officer

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    ANNEX
I

    


    (b)           For
each 30-calendar day period following the Registration Penalty Date in which
there is not an effective registration statement covering the Registrable
Securities, the Company shall issue to each Investor pro-rata, in proportion to
the number of shares of Registrable Securities purchased by or issued to such
Investor pursuant to the Purchase Agreement and/or the Settlement Agreement, as
the case may be (or the number of shares of Registrable Securities into which
the securities purchased by or issued to such Investor pursuant to such
agreement), five year warrants to purchase an aggregate of 161,850 shares of the
Company’s Common Stock at $0.65 per share, on terms identical to those issued to
the Investors under the Purchase Agreement (the “Registration Warrants”), as
liquidated damages and not as a penalty, subject to an overall limit of
liquidated damages in the aggregate of 971,000 Registration
Warrants.  The liquidated damages pursuant to the terms hereof shall
apply on a daily pro-rata basis for any portion of a month prior to securing an
effective Registration Statement.  The foregoing shall in no way limit
any equitable remedies available to Investors for failure to secure an effective
Registration Statement by the Registration Penalty Date.  Investors
shall also be able to pursue monetary damages for failure to secure an effective
Registration Statement by the Registration Penalty Date but only if such failure
is due to the willful or deliberate action or inaction of the Company in breach
of the covenants contained herein.  Except as provided for in the
preceding sentence, each Investor agrees that the liquidated damages provided
for in this section shall be its sole remedy for the failure to secure an
effective Registration Statement for any Registrable Securities on a timely
basis.