Common use of Terms of Preferred Stock Clause in Contracts

Terms of Preferred Stock. We also bring to your attention that, pursuant to Section 6.O of the terms of the Series A Convertible Preferred Stock held by you, if ViaGrafix effects a Qualified Public Offering, then upon the closing of such offering all outstanding shares of the Series A Convertible Preferred Stock shall automatically convert into shares of common stock. Stockholders Agreement The Stockholders Agreement provides certain rights of first refusal and co-sale rights (Sections 2.1 and 2.2, respectively), in the event existing stockholders desire to sell their stock. Because the IPO will also cover secondary sales, we request further that by your execution of this letter you formally waive your rights under these provisions in connection with the IPO. By their execution hereof, each of Michxxx xxx Robexx Xxxxxxx xxx waiving their rights as holders of the "Founders' Shares" (as defined in this agreement) in the same respect The ability of Geocapital to participate in the IPO is more fully discussed under "Registration Rights Agreement" below. In addition, we would also bring to your attention that the Stockholder Agreement will automatically terminate upon the successful completion of a Qualified Public Offering. Pursuant to Section 2.1 of the Registration Rights Agreement, within fifteen (15) days from the date hereof you are to notify ViaGrafix as to the number of shares you desire to register for secondary sale under the IPO; further, by your execution hereof, and for purposes of the proposed IPO only (and not any possible future public offering, in the event the proposed IPO does not become effective), ViaGrafix requests that you formally waive the provisions of Section 2.1 of the Registration Rights Agreement which would otherwise require that not less than one-half of the total number of shares of common stock to be included in the IPO be made available for both your shares and the "Founder Shares", as defined in said agreement. By their execution hereof, each of Michxxx xxx Robexx Xxxxxxx xxx waiving their rights as holders of the Founder Shares in this same respect. We bring to your attention that, in the event all of your Registrable Shares are not included in the IPO, the provisions of Section 2.2 of the Registration Rights Agreement (demand registration on Form S-3) shall continue. Further, it is anticipated that upon completion of the IPO the provisions of Rule 144 will thereafter become available for limited resales of stock not included in the IPO. In addition, by executing in the space indicated below, you signify your approval of the engagement of Southwest Securities, Inc. as the managing underwriter of the IPO, in satisfaction of Section 7.2 of the Registration Rights Agreement. Non-Competition Agreement In addition to the other documents described above which were executed in connection with the Purchase Agreement, there exists a Non-Competition Agreement between the Company and Michxxx Xxxxxxx xx even date with the Purchase Agreement. The Company further requests your agreement to allow the termination of the Non-Competition Agreement upon the completion of the IPO. If you are in agreement with the above terms and conditions, we request that a duly authorized officer of Geocapital execute the enclosed copy of this correspondence and return it to the attention of the undersigned. Further, please notify the undersigned within 15 days of the number of shares of Registrable Securities which you desire to be included in the IPO. We shall pass this information directly to Southwest Securities, and will promptly notify you of any comments such managing underwriter may have. We shall similarly keep you fully advised of the progress of the IPO throughout the entire registration process. If you have questions, feel free to contact either Robexx X. Xxxxx, Xxce President - Finance, or the undersigned. Your prompt attention to this matter will be appreciated. Very truly yours, /s/ MAW Michxxx X. Xxxxxxx President The foregoing terms and conditions are agreed upon and accepted this 4th day of December, 1997. GEOCAPITAL III, L.P. By: Geocapital Management, L.P. By:/s/ Lawrxxxx Xxxxxx ------------------------------------ General Partner /s/ MAW --------------------------------------- Michxxx X. Xxxxxxx /s/ REW --------------------------------------- Robexx X. Xxxxxxx x: Willxxx X. Xxxxx, Xx., Xxq.

Terms of Preferred Stock. We also bring The Preferred Stock is convertible at any time or from time to your attention thattime into Common Stock at the conversion price of $24 per share of Common Stock; provided, pursuant however, that the conversion price shall be reduced to Section 6.O $18.50 per share of Common Stock (the "Reduced Conversion Price") if the mergers contemplated by the Reorganization Agreement are not consummated and are terminated by reason of (i) a breach by Issuer of its covenants, agreements or obligations under the Reorganization Agreement or (ii) any representation or warranty of Issuer under the Reorganization Agreement being untrue in any material respect; provided, however, that conversion may not occur until any applicable waiting period under the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended, relating to the transactions contemplated hereby shall have expired or been terminated. In the event that the conversion of the terms of the Series A Convertible Preferred Stock held by youinto Common Stock occurs at the Reduced Conversion Price, if ViaGrafix effects a Qualified Public Offering, then upon the closing of such offering all outstanding shares of the Series A Convertible Preferred Stock shall automatically convert into shares of common stock. Stockholders Agreement The Stockholders Agreement provides certain rights of first refusal and co-sale rights (Sections 2.1 and 2.2, respectively), in the event existing stockholders desire to sell their stock. Because the IPO will also cover secondary sales, we request further that by your execution of this letter you formally waive your rights under these provisions in connection with the IPO. By their execution hereof, each of Michxxx xxx Robexx Xxxxxxx xxx waiving their rights as holders of the "Founders' Shares" (as defined in this agreement) in the same respect The ability of Geocapital to participate in the IPO is more fully discussed under "Registration Rights Agreement" below. In addition, we would also bring to your attention that the Stockholder Agreement will automatically terminate upon the successful completion of a Qualified Public Offering. Pursuant to Section 2.1 of the Registration Rights Agreement, within fifteen (15) days from the date hereof you are to notify ViaGrafix as to the number of shares you desire to register for secondary sale under the IPO; further, by your execution hereof, and for purposes of the proposed IPO only (and not any possible future public offering, in the event the proposed IPO does not become effective), ViaGrafix requests that you formally waive the provisions of Section 2.1 of the Registration Rights Agreement which would otherwise require that not less than one-half of the total number of shares of common stock to be included in the IPO be made available for both your shares and the "Founder Shares", as defined in said agreement. By their execution hereof, each of Michxxx xxx Robexx Xxxxxxx xxx waiving their rights as holders of the Founder Shares in this same respect. We bring to your attention that, in the event all of your Registrable Shares are not included in the IPO, the provisions of Section 2.2 of the Registration Rights Agreement (demand registration on Form S-3) shall continue. Further, it is anticipated that upon completion of the IPO the provisions of Rule 144 will thereafter become available for limited resales of stock not included in the IPO. In addition, by executing in the space indicated below, you signify your approval of the engagement of Southwest Securities, Inc. as the managing underwriter of the IPO, in satisfaction of Section 7.2 of the Registration Rights Agreement. Non-Competition Agreement In addition to the other documents described above which were executed in connection with the Purchase Agreement, there exists a Non-Competition Agreement between the Company and Michxxx Xxxxxxx xx even date with the Purchase Agreement. The Company further requests your agreement to allow the termination of the Non-Competition Agreement upon the completion of the IPO. If you are in agreement with the above terms and conditions, we request that a duly authorized officer of Geocapital execute the enclosed copy of this correspondence and return it to the attention of the undersigned. Further, please notify the undersigned within 15 days of the number of shares of Registrable Securities Preferred Stock so converted shall not exceed that number of shares which you desire may be converted into Common Stock in accordance with the regulations and rulings of the Federal Communications Commission ("FCC") and applicable law. In the event that, after giving effect to such conversion at the Reduced Conversion Price, there are shares of Preferred Stock remaining which could not be included in so converted (such remaining amount, the IPO"Remaining Preferred Shares"), the Remaining Preferred Shares shall, at the option of Purchasers, either remain outstanding or be redeemed by Issuer through the issuance of indebtedness to the Purchasers. We Such indebtedness shall pass this information directly to Southwest Securitiesbe senior unsecured debt of Issuer, shall bear interest at an annual rate of 7%, and will promptly notify you shall mature on September 30, 2006 (the "Maturity"). There shall be no payments of interest or principal on such debt until the Maturity. Such debt shall not contain any comments such managing underwriter may havecovenants (other than the obligation to repay in accordance with the terms thereof) and shall only be accelerated upon a bankruptcy or insolvency event of Issuer or upon acceleration of Issuer's high yield indebtedness. We shall similarly keep you fully advised In the event that the Remaining Preferred Shares (or the indebtedness which was issued in order to redeem the Remaining Preferred Shares) can, in accordance with the regulations and rulings of the progress of FCC and applicable law, be converted into Common Stock then the IPO throughout the entire registration process. If you have questions, feel free to contact either Robexx X. Xxxxx, Xxce President - Finance, Purchasers may convert such Remaining Preferred Shares or the undersigned. Your prompt attention to this matter will be appreciated. Very truly yours, /s/ MAW Michxxx X. Xxxxxxx President The foregoing terms and conditions are agreed upon and accepted this 4th day of December, 1997. GEOCAPITAL III, L.P. By: Geocapital Management, L.P. By:/s/ Lawrxxxx Xxxxxx ------------------------------------ General Partner /s/ MAW --------------------------------------- Michxxx X. Xxxxxxx /s/ REW --------------------------------------- Robexx X. Xxxxxxx x: Willxxx X. Xxxxx, Xxindebtedness into Common Stock., Xxq.

Terms of Preferred Stock. We also bring The Preferred Stock is convertible at any time or from time to your attention thattime into Common Stock at the conversion price of $24 per share of Common Stock; provided, pursuant however, that the conversion price shall be reduced to Section 6.O $18.50 per share of Common Stock (the "Reduced Conversion Price") if the mergers contemplated by the Reorganization Agreement are not consummated and are terminated by reason of (i) a breach by Issuer of its covenants, agreements or obligations under the Reorganization Agreement or (ii) any representation or warranty of Issuer under the Reorganization Agreement being untrue in any material respect; provided, however, that conversion may not occur until any applicable waiting period under the Hart-Xxxxx- Xxdixx Xxxitrust Improvements Act of 1976, as amended, relating to the transactions contemplated hereby shall have expired or been terminated. In the event that the conversion of the terms of the Series A Convertible Preferred Stock held by youinto Common Stock occurs at the Reduced Conversion Price, if ViaGrafix effects a Qualified Public Offering, then upon the closing of such offering all outstanding shares of the Series A Convertible Preferred Stock shall automatically convert into shares of common stock. Stockholders Agreement The Stockholders Agreement provides certain rights of first refusal and co-sale rights (Sections 2.1 and 2.2, respectively), in the event existing stockholders desire to sell their stock. Because the IPO will also cover secondary sales, we request further that by your execution of this letter you formally waive your rights under these provisions in connection with the IPO. By their execution hereof, each of Michxxx xxx Robexx Xxxxxxx xxx waiving their rights as holders of the "Founders' Shares" (as defined in this agreement) in the same respect The ability of Geocapital to participate in the IPO is more fully discussed under "Registration Rights Agreement" below. In addition, we would also bring to your attention that the Stockholder Agreement will automatically terminate upon the successful completion of a Qualified Public Offering. Pursuant to Section 2.1 of the Registration Rights Agreement, within fifteen (15) days from the date hereof you are to notify ViaGrafix as to the number of shares you desire to register for secondary sale under the IPO; further, by your execution hereof, and for purposes of the proposed IPO only (and not any possible future public offering, in the event the proposed IPO does not become effective), ViaGrafix requests that you formally waive the provisions of Section 2.1 of the Registration Rights Agreement which would otherwise require that not less than one-half of the total number of shares of common stock to be included in the IPO be made available for both your shares and the "Founder Shares", as defined in said agreement. By their execution hereof, each of Michxxx xxx Robexx Xxxxxxx xxx waiving their rights as holders of the Founder Shares in this same respect. We bring to your attention that, in the event all of your Registrable Shares are not included in the IPO, the provisions of Section 2.2 of the Registration Rights Agreement (demand registration on Form S-3) shall continue. Further, it is anticipated that upon completion of the IPO the provisions of Rule 144 will thereafter become available for limited resales of stock not included in the IPO. In addition, by executing in the space indicated below, you signify your approval of the engagement of Southwest Securities, Inc. as the managing underwriter of the IPO, in satisfaction of Section 7.2 of the Registration Rights Agreement. Non-Competition Agreement In addition to the other documents described above which were executed in connection with the Purchase Agreement, there exists a Non-Competition Agreement between the Company and Michxxx Xxxxxxx xx even date with the Purchase Agreement. The Company further requests your agreement to allow the termination of the Non-Competition Agreement upon the completion of the IPO. If you are in agreement with the above terms and conditions, we request that a duly authorized officer of Geocapital execute the enclosed copy of this correspondence and return it to the attention of the undersigned. Further, please notify the undersigned within 15 days of the number of shares of Registrable Securities Preferred Stock so converted shall not exceed that number of shares which you desire may be converted into Common Stock in accordance with the regulations and rulings of the Federal Communications Commission ("FCC") and applicable law. In the event that, after giving effect to such conversion at the Reduced Conversion Price, there are shares of Preferred Stock remaining which could not be included in so converted (such remaining amount, the IPO"Remaining Preferred Shares"), the Remaining Preferred Shares shall, at the option of Purchasers, either remain outstanding or be redeemed by Issuer through the issuance of indebtedness to the Purchasers. We Such indebtedness shall pass this information directly to Southwest Securitiesbe senior unsecured debt of Issuer, shall bear interest at an annual rate of 7%, and will promptly notify you shall mature on September 30, 2006 (the "Maturity"). There shall be no payments of interest or principal on such debt until the Maturity. Such debt shall not contain any comments such managing underwriter may havecovenants (other than the obligation to repay in accordance with the terms thereof) and shall only be accelerated upon a bankruptcy or insolvency event of Issuer or upon acceleration of Issuer's high yield indebtedness. We shall similarly keep you fully advised In the event that the Remaining Preferred Shares (or the indebtedness which was issued in order to redeem the Remaining Preferred Shares) can, in accordance with the regulations and rulings of the progress of FCC and applicable law, be converted into Common Stock then the IPO throughout the entire registration process. If you have questions, feel free to contact either Robexx X. Xxxxx, Xxce President - Finance, Purchasers may convert such Remaining Preferred Shares or the undersigned. Your prompt attention to this matter will be appreciated. Very truly yours, /s/ MAW Michxxx X. Xxxxxxx President The foregoing terms and conditions are agreed upon and accepted this 4th day of December, 1997. GEOCAPITAL III, L.P. By: Geocapital Management, L.P. By:/s/ Lawrxxxx Xxxxxx ------------------------------------ General Partner /s/ MAW --------------------------------------- Michxxx X. Xxxxxxx /s/ REW --------------------------------------- Robexx X. Xxxxxxx x: Willxxx X. Xxxxx, Xxindebtedness into Common Stock., Xxq.

Terms of Preferred Stock. We also bring The Preferred Stock is ------------------------ convertible at any time or from time to your attention thattime into Common Stock at the conversion price of $24 per share of Common Stock; provided, pursuant however, that the conversion price shall be reduced to Section 6.O $18.50 per share of Common Stock (the "Reduced Conversion Price") if the mergers contemplated by the Reorganization Agreement are not consummated and are terminated by reason of (i) a breach by Issuer of its covenants, agreements or obligations under the Reorganization Agreement or (ii) any representation or warranty of Issuer under the Reorganization Agreement being untrue in any material respect; provided, however, that conversion may not -------- ------- occur until any applicable waiting period under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, relating to the transactions contemplated hereby shall have expired or been terminated. In the event that the conversion of the terms of the Series A Convertible Preferred Stock held by youinto Common Stock occurs at the Reduced Conversion Price, if ViaGrafix effects a Qualified Public Offering, then upon the closing of such offering all outstanding shares of the Series A Convertible Preferred Stock shall automatically convert into shares of common stock. Stockholders Agreement The Stockholders Agreement provides certain rights of first refusal and co-sale rights (Sections 2.1 and 2.2, respectively), in the event existing stockholders desire to sell their stock. Because the IPO will also cover secondary sales, we request further that by your execution of this letter you formally waive your rights under these provisions in connection with the IPO. By their execution hereof, each of Michxxx xxx Robexx Xxxxxxx xxx waiving their rights as holders of the "Founders' Shares" (as defined in this agreement) in the same respect The ability of Geocapital to participate in the IPO is more fully discussed under "Registration Rights Agreement" below. In addition, we would also bring to your attention that the Stockholder Agreement will automatically terminate upon the successful completion of a Qualified Public Offering. Pursuant to Section 2.1 of the Registration Rights Agreement, within fifteen (15) days from the date hereof you are to notify ViaGrafix as to the number of shares you desire to register for secondary sale under the IPO; further, by your execution hereof, and for purposes of the proposed IPO only (and not any possible future public offering, in the event the proposed IPO does not become effective), ViaGrafix requests that you formally waive the provisions of Section 2.1 of the Registration Rights Agreement which would otherwise require that not less than one-half of the total number of shares of common stock to be included in the IPO be made available for both your shares and the "Founder Shares", as defined in said agreement. By their execution hereof, each of Michxxx xxx Robexx Xxxxxxx xxx waiving their rights as holders of the Founder Shares in this same respect. We bring to your attention that, in the event all of your Registrable Shares are not included in the IPO, the provisions of Section 2.2 of the Registration Rights Agreement (demand registration on Form S-3) shall continue. Further, it is anticipated that upon completion of the IPO the provisions of Rule 144 will thereafter become available for limited resales of stock not included in the IPO. In addition, by executing in the space indicated below, you signify your approval of the engagement of Southwest Securities, Inc. as the managing underwriter of the IPO, in satisfaction of Section 7.2 of the Registration Rights Agreement. Non-Competition Agreement In addition to the other documents described above which were executed in connection with the Purchase Agreement, there exists a Non-Competition Agreement between the Company and Michxxx Xxxxxxx xx even date with the Purchase Agreement. The Company further requests your agreement to allow the termination of the Non-Competition Agreement upon the completion of the IPO. If you are in agreement with the above terms and conditions, we request that a duly authorized officer of Geocapital execute the enclosed copy of this correspondence and return it to the attention of the undersigned. Further, please notify the undersigned within 15 days of the number of shares of Registrable Securities Preferred Stock so converted shall not exceed that number of shares which you desire may be converted into Common Stock in accordance with the regulations and rulings of the Federal Communications Commission and applicable law. In the event that, after giving effect to such conversion at the Reduced Conversion Price, there are shares of Preferred Stock remaining which could not be included in so converted (such remaining amount, the IPO"Remaining Preferred Shares"), the Remaining Preferred Shares shall be redeemed by Issuer through the issuance of indebtedness to the Purchasers. We Such indebtedness shall pass this information directly to Southwest Securitiesbe senior unsecured debt of Issuer, shall bear interest at an annual rate of 7%, and will promptly notify you shall mature on September 30, 2006 (the "Maturity"). There shall be no payments of interest or principal on such debt until the Maturity. Such debt shall not contain any comments such managing underwriter may have. We covenants (other than the obligation to repay in accordance with the terms thereof) and shall similarly keep you fully advised only be accelerated upon a bankruptcy or insolvency event of the progress Issuer or upon acceleration of the IPO throughout the entire registration process. If you have questions, feel free to contact either Robexx X. Xxxxx, Xxce President - Finance, or the undersigned. Your prompt attention to this matter will be appreciated. Very truly yours, /s/ MAW Michxxx X. Xxxxxxx President The foregoing terms and conditions are agreed upon and accepted this 4th day of December, 1997. GEOCAPITAL III, L.P. By: Geocapital Management, L.P. By:/s/ Lawrxxxx Xxxxxx ------------------------------------ General Partner /s/ MAW --------------------------------------- Michxxx X. Xxxxxxx /s/ REW --------------------------------------- Robexx X. Xxxxxxx x: Willxxx X. Xxxxx, XxIssuer's high yield indebtedness., Xxq.