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United
States Department of the Treasury
1500 Pennsylvania Avenue, NW
Washington, D.C. 20220
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 set forth on
Schedule A hereto representing the Preferred Shares;
and
(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.
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, the
Investor shall be permitted to Transfer all or a portion of the
Warrant or Substitute Warrant (as defined below) with respect to,
and/or exercise the Warrant or Substitute Warrant for, all or a
portion of the number of shares of Common Stock issuable
thereunder, at any time and without limitation, and
Section 4.4 of the Securities Purchase Agreement shall be
deemed to be amended in order to
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