Collexis US, Inc
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Fax
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January 31,
2009
Re:
LLC Interests Purchase Agreement (the “Agreement”) entered into as of February
1, 2008, by and among Collexis Holdings, Inc. (“Collexis”), Lawriter, Inc.
(together with Collexis, “Buyer,” “our,” “us,” “I” or “me”), Lawriter LLC
(“Lawriter”), ▇▇▇▇.▇▇▇ LLC, an Ohio limited liability company (“OSBA”), and
Institute of Legal Publishing, Inc. (f/k/a Lawriter Corporation)(“Lawcorp” or
“you” or “your” and, collectively with OSBA, “Members” or “Sellers”)(the
“Purchase Agreement) - Agreement to Extend Payment Due Date.
Dear
▇▇▇:
As we
have discussed, our payment to you under Section 2(b)(i)(B)(3)(z) of the
Purchase Agreement in the amount of Seven Hundred Fifty Thousand Dollars and No
Cents ($750,000.00) was due and payable as of the 1st day of February 2009 (the
“First Installment”). Notwithstanding the foregoing, as of the date
hereof, you have agreed to waive that covenant to the limited extent provided in
this paragraph and to extend the date on which such payment is due to you from
the 1st day of February to the following dates: (a) to the 1st
day of April 2009, on which date Collexis shall issue to you 909,091 shares of
its common stock, which shares shall represent and be accepted by you as a
partial payment on the First Installment and a reduction thereof by the amount
of One Hundred Thousand Dollars ($100,000); and (b) to April 1st, 2009,
on which date Collexis shall pay to you the balance of the First Installment (or
$650,000); provided, however, that if and
to the extent that such balance is not paid in full, then as of April 2nd the
OSBA and LawCorp (a.k.a The Institute of Legal Publishing) shall have the option
to have 100% ownership of the Collexis’ Lawriter entity and all of its current
assets in payment of all obligations due to them. In the interim, Collexis will
not encumber or allow its Lawriter to encumber new obligations in the form of
new office leases for Lawriter or other significant potential liens or
liabilities upon the assets of Collexis’ Lawriter including but not limited to
entering into any contract where the potential liability would be greater than
$25,000 without the prior written approval of ▇▇▇▇▇▇ ▇▇▇▇. Time is of
the essence in meeting the payment obligation on April 1, 2009.
Upon
execution of this letter by you and us, we each acknowledge and agree that (1)
except as modified hereby, all of the terms and provisions of the Purchase
Agreement shall remain in full force and effect; (2) this letter is the sole
agreement between the you and us as to the limited waiver of the referenced
covenant in the Purchase Agreement as described herein; (3) this letter may be
executed in any number of counterparts, each of which shall be deemed to be an
original as against any party whose signature appears thereon, and all of which
shall together constitute one and the same instrument; (4) invalidation of any
one or more of the provisions of this Amendment shall in no way affect any of
the other provisions of this Amendment, which shall remain in full force and
effect; and (5) this letter shall be binding upon and shall inure to the benefit
of the parties hereto and their respective heirs, executors, successors,
personal representatives and assigns.
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
III
▇▇▇▇▇▇ ▇.
▇▇▇▇ III
CEO,
LawCorp (a.k.a.The Institute of Legal Publishing)
/s/ ▇▇▇▇▇▇▇
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