XXXX XX XXXXXXX. [Filed as Exhibit 3.1 to the Form 8-K respecting which this Letter Agreement is filed] United States Department of the Treasury 0000 Xxxxxxxxxxxx Xxxxxx, XX Xxxxxxxxxx, X.X. 00000 May 29, 2009 Ladies and Gentlemen: Reference is made to that certain Letter Agreement incorporating the Securities Purchase Agreement – Standard Terms dated of as of the date of this letter agreement (the “Securities Purchase Agreement”) between United States Department of Treasury (“Investor”) and the company named on the signature page hereto (the “Company”). Capitalized terms used but not defined herein shall have the meanings assigned to them in the Securities Purchase Agreement. The American Recovery and Reinvestment Act of 2009, as it may be amended from time to time (the “Act”), includes provisions relating to executive compensation and other matters that may be inconsistent with the Securities Purchase Agreement, the Warrant and the Certificate(s) of Designation (the “Transaction Documents”). Accordingly, Investor and the Company desire to confirm their understanding as follows:
XXXX XX XXXXXXX. Xx xxx Xxxxxxx Xxxx, (x) xxxx Xxxxr shall pay the Purchase Price to the Company for the Preferred Shares to be issued and sold to such Buyer at the Closing, by wire transfer of immediately available funds in accordance with the Company's written wire instructions, and (ii) the Company shall deliver to each Buyer, stock certificates (in the denominations as such Buyer shall request) (the "PREFERRED STOCK CERTIFICATES") representing such number of the Preferred Shares which such Buyer is then purchasing (as indicated opposite such Buyer's name on the Schedule of Buyers) hereunder, duly executed on behalf of the Company and registered in the name of such Buyer or its designee.
XXXX XX XXXXXXX. (x) The Company has been duly formed and is validly existing as a [TYPE OF ORGANIZATION] and is in good standing under the laws of the jurisdiction of its organization. The Company has all necessary power and authority to own, operate and lease its properties and to carry on its business as it is being conducted.
XXXX XX XXXXXXX. Xxxx xx xx xxx xxxxxxx xxxh respect to this Credit Facility Agreement but no failure or delay on the part of any Lender or any Agent to exercise any power or right under this Credit Facility Agreement shall operate as a waiver thereof, nor shall any single or partial exercise by any Lender or any Agent of any power or right hereunder preclude any other or further exercise thereof or the exercise of any other power or right. The remedies provided herein are cumulative and are not exclusive of any remedies provided by law.
XXXX XX XXXXXXX. Xx xxx Xxxxxxx Xxxe, (i) the Company (A) shall pay to the Investor the Investor Redemption Amount, by wire transfer of immediately available funds in accordance with the Investor's written wire instructions, (B) shall cause to be delivered to the Investor the aggregate of the Redemption Interest Release Amount and the Share Exchange Interest Release Amount from the Pledged Financial Assets, by wire transfer of immediately available funds in accordance with the Investor's written wire instructions, (C) shall issue and deliver to the Investor certificates representing the Investor Exchange Shares (in such denominations as the Investor shall request), and (D) shall issue and deliver to the Investor (in the principal amounts as the Investor shall request), the Investor's Replacement Notes, duly executed on behalf of the Company and registered in the name of the Investor or its designee, and (ii) the Investor (A) shall take such action as is necessary to cause to be delivered to the Company the Company Release Amount from the Pledged Financial Assets, by wire transfer of immediately available funds in accordance with the Company's written wire instructions and (B) shall deliver to the Company the Investor's Initial Notes for cancellation.
XXXX XX XXXXXXX. Xx xxx Xxxxxxg Date, (A) each Buyer shall pay the Company for the Debentures and the related Warrants to be issued and sold to such Buyer on the Closing Date, by wire transfer of immediately available funds in accordance with the Company's written wire instructions, less any amount withheld at the Closing for expenses pursuant to Section 4(k), and (B) the Company shall deliver to each Buyer Debentures (in the denominations as such Buyer shall reasonably request) representing the principal amount of Debentures which such Buyer is then purchasing hereunder, along with warrants representing the related Warrants, duly executed on behalf of the Company and registered in the name of such Buyer.
XXXX XX XXXXXXX. Xx xxx Xxxxxxx Xxxx, (x) xxxx Xxxxx shall pay the purchase price to the Company for the Notes to be issued and sold to such Buyer at the Closing, by wire transfer of immediately available funds in accordance with the Company's written wire instructions, and (ii) the Company shall deliver to each Buyer Notes in a principal amount equal to the Purchase Price paid by such Buyer (as indicated opposite such Buyer's name on the Schedule of Buyers), duly executed on behalf of the Company and registered in the name of such Buyer or its designee (the "Note Certificates").
XXXX XX XXXXXXX. Xxxx Xx Xxxxxxx Per: (s) Xxxxxx X. Xxxxxxxx Xxxxxx X. Xxxxxxxx INNERGEX RENEWABLE ENERGY INC. Per: (s) Xxxxxxx Xxxxxxxx Xxxxxxx Xxxxxxxx
XXXX XX XXXXXXX. Xx xxxx Xxxxxxx Xxxx, (x) xach Buyer shall pay its Purchase Price to the Company for the Notes and Warrants, if any, to be issued and sold to such Buyer at such Closing, by wire transfer of immediately available funds in accordance with the Company's written wire instructions, and (ii) the Company shall deliver to each Buyer, Notes (in the principal amounts as such Buyer shall request) (with respect to each such Closing, the "Note Certificates") representing such principal amount of the Notes which such Buyer is then purchasing (as determined in accordance with Sections 1(a), 1(d) and 1(e), as applicable) along with the Warrants such Buyer is purchasing (as determined in accordance with Sections 1(a), 1(d) and 1(e), as applicable) hereunder, duly executed on behalf of the Company and registered in the name of such Buyer or its designee.
XXXX XX XXXXXXX. Fiscal Officer to act as the Chief Fiscal Officer; and
