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Exhibit 10.4
WAIVER AND
AMENDMENT
THIS WAIVER AND
AMENDMENT, dated as
of February 23, 2007 (the “ Amendment ”), to the
Notes (the “ Notes ”) issued by Nimble
Group, Inc. , a Delaware corporation (the “
Company ”) reflected in Exhibit A to Jed
Schutz (the “ Holder ”)
Capitalized terms used and not otherwise defined herein
that are defined in the Note shall have the meanings given such
terms in the Note.
RECITALS
Subject to the terms and conditions of this
Amendment, the Company has requested, and the Holder has agreed to
waive compliance with certain terms of the Notes and all Events of
Default; and
Subject to the terms and conditions of this
Amendment, the Company has requested, and the Holder has agreed, to
amend the Notes to provide for an extension of the date interest
and principal will be due under the Note.
The Holder has waived the right offered to
holders of similar notes to receive Warrants in partial
consideration for the waivers and amendments set forth
herein.
Accordingly, in consideration of the premises
and of the mutual covenants and agreements hereinafter set forth,
the parties hereto agree as follows:
Holder hereby waives compliance by the Company
with its obligation to pay interest on the outstanding principal
balance of the Notes or any payment of principal due on or before
the date of this Amendment. Each and every failure of the
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