February __, 2008
Exhibit
10.8
0000
Xxxx
Xxxxxx
Xxxxx
000
Xxxxxxxx,
XX 00000
Xxxxxx
Xxxxxx Of America
T
(000)
000-0000
F
(000)
000-0000
xxx.xxxxxxxx.xxx
February
__, 2008
Xx.
Xxxxxx Xxxx
President
Institute
of Legal Publishing, Inc.
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”), XXXX.XXX 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
Xxx:
As
we
have discussed, our payment to you under Section 2(b)(i)(B)(3)(x) of the
Purchase Agreement in the amount of Five Hundred Thousand Dollars and Fifty
Cents ($500,000.50) was due and payable as of the 8th
day of
February 2008. Notwithstanding the foregoing, 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 8th
day of
February to not later than the 27th
day of
February 2008 (the “Extended Due Date”).
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.
Upon
your
review of this letter, please let me know if it meets with your approval. If
so,
I would very much appreciate your signing and dating the letter where so
indicated below, retaining one copy for your files and returning the original
to
me for our records.
Best
personal regards,
/s/
Xxxxxxx Xxxxxxxx
Xxxxxxx
Xxxxxxxx
President
ACCEPTED
AND AGREED
I
hereby
agree to the terms of this letter and the waiver referenced herein as being
made
to the Purchase Agreement this 13th day of February 2008.
Institute
of Legal Publishing, Inc.
By:
/s/
Xxxxxx X. Xxxx
III
Xxxxxx
Xxxx, President
