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Fuente Investment Partnership
Carlos A. Fuente, Sr.
Carlos P. Fuente, Jr.
Gentlemen:
This letter shall confirm our understanding with respect to the offer that
we intend to deliver today to the Special Committee of the Board of Directors
of Holt's Cigar Holdings, Inc. (the "Company") with respect to our proposed
acquisition by tender offer for all of the issued and outstanding common stock
of the Company. Attached is the proposed offer letter which sets forth the
offer as well as the terms and conditions for the offer.
We all agree that, following the acquisition and merger described in the
offer, we shall own the Company or its successor or parent as follows: 65% by
Robert G. Levin individually or through an entity or entities designated and
controlled by him and 35% by an entity or entities designated and controlled by
Fuente Investment Partnership and Carlos A. Fuente, Sr. and Carlos P. Fuente,
Jr. or any combination thereof. We further agree to contribute all of our
respective and outstanding shares in the Company, as well as any options
outstanding to the acquiring entity.
Should this accurately set forth our agreement, please execute the
acknowledgement below and return an acknowledged copy to me. I look forward to
working with you, as always.
Best personal regards.
/s/ Robert G. Levin
_______________________________
Robert G. Levin
Fuente Investment Partnership
By: /s/ Carlos A. Fuente, Sr.
_______________________________
Carlos A. Fuente, Sr. Partner
By: /s/ Carlos P. Fuente, Jr.
_______________________________
Carlos P. Fuente, Jr. Partner
