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Exhibit 10.1
United
States Department of the Treasury
1500 Pennsylvania Avenue,
NW
Washington, D.C. 20220
May 20, 2009
Ladies and
Gentlemen:
Reference is made to that certain Letter
Agreement incorporating the Securities Purchase Agreement –
Standard Terms (the “ Securities Purchase Agreement
”), dated as of the date set forth on Schedule A hereto,
between the United States Department of the Treasury (the “
Investor ”) and the company set forth on Schedule A
hereto (the “ Company ”). Capitalized
terms used but not defined herein shall have the meanings assigned
to them in the Securities Purchase Agreement. Pursuant
to the Securities Purchase Agreement, at the Closing, the Company
issued to the Investor the number of shares of the series of its
preferred stock set forth on Schedule A hereto (the “
Preferred Shares ”) and a warrant to purchase the
number of shares of its common stock set forth on Schedule A hereto
(the “ Warrant ”).
In connection with the consummation of the
repurchase (the “ Repurchase ”) by the Company
from the Investor, on the date hereof, of the number of Preferred
Shares listed on Schedule A hereto (the “ Repurchased
Preferred Shares ”), as permitted by the Emergency
Economic Stabilization Act of 2008, as amended by the American
Recovery and Reinvestment Act of 2009:
(a) The
Company hereby acknowledges receipt from the Investor of the share
certificate(s) set forth on Schedule A hereto representing the
Preferred Shares;
(b) The
Investor hereby acknowledges receipt from the Company of a wire
transfer to the account of the Investor set forth on Schedule A
hereto in immediately available funds of the aggregate purchase
price set forth on Schedule A hereto, representing payment in full
for the Repurchased Preferred Shares at a price per share equal to
the Liquidation Amount per share, together with any accrued and
unpaid dividends to, but excluding, the date hereof; and
The Investor and the Company hereby agree that,
notwithstanding Section 4.4 of the Securities Purchase Agreement,
immediately following consummation of the Repurchase, but subject
to compliance with applicable securities laws
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