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EXHIBIT 10.2
X. X. Xxxxxxxxx & Co., LLC
000 Xxxxxxxxx Xxxxxx
Xxx Xxxxxxxxx, XX 00000
December 29, 1998
Interlinq Software Corporation
00000 X.X. 00xx Xxxxxx
Xxxxxxxx, XX 00000
Terlin, Inc.
c/o X. X. Xxxxxxxxx & Co., LLC
000 Xxxxxxxxx Xxxxxx
Xxx Xxxxxxxxx, XX 00000
Ladies and Gentlemen:
We understand that Interlinq Software Corporation ("Interlinq") and
Terlin, Inc. ("MergerCo") intend to enter into an Agreement and Plan of Merger
of even date herewith (the "Agreement") relating to a leveraged recapitalization
pursuant to which the ownership of a majority of the outstanding shares of
Interlinq will be transferred.
1. If Interlinq terminates the Agreement pursuant to Section 8.1(h)
thereof, X.X. Xxxxxxxxx & Co., LLC ("WRH") hereby covenants to invest such
amount of funds in Common Stock of MergerCo as may be necessary to provide that
a minimum of $625,000 is available to satisfy any claims of Interlinq against
MergerCo, as contemplated by Section 8.3(a) of the Agreement.
2. The covenant set forth in Paragraph 1 shall constitute the entirety
of WRH's obligations to Interlinq in the event of a termination of the Agreement
by Interlinq pursuant to Section 8.1(h) thereof, and Interlinq shall have no
further rights against WRH (based on an alter ego theory or otherwise), except
as may be expressly set forth in a separate written agreement.
3. For purposes of this letter agreement only, if Interlinq could
terminate the Agreement under Section 8.1(b) thereof as well as Section 8.1(h)
thereof, Interlinq shall be deemed to have terminated the Agreement under
Section 8.1(h). The immediately preceding sentence shall apply only to the
rights and obligations of Interlinq, MergerCo and WRH under this letter
agreement and shall have no effect on, or application to, any of their rights or
obligations under the Agreement.
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Interlinq Software Corporation
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This letter is solely for use by you and may not be disclosed, except
with our prior written consent, to anyone other than representatives of
Interlinq and as may be required for compliance with the rules and regulations
promulgated by the Securities and Exchange Commission under the Securities Act
of 1933, as amended, or the Securities Exchange Act of 1934, as amended.
Please indicate your agreement by countersigning and returning a copy
of this letter.
Very truly yours,
X.X. XXXXXXXXX & CO., LLC
By: /s/ X. X. XXXXXXXXX
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X. X. Xxxxxxxxx, Partner
Agreed and Accepted:
TERLIN, INC.
By: /s/ X. X. XXXXXXXXX
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X. X. Xxxxxxxxx, President
INTERLINQ SOFTWARE CORPORATION
By: /s/ XXXX XXXXXXXX
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Title: President and Chief Executive Officer
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