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EXHIBIT 10.10
February 5, 1998
Geocapital III, L.P.
Attn: Xxxxxxxx Xxxxxx
Xxx Xxxxxx Xxxxx
Xxxxx Xxxxx
Xxxx Xxx, Xxx Xxxxxx 00000
RE: ViaGrafix Corporation Initial Public Offering
Ladies and Gentlemen:
Reference is made to that certain Series A Convertible Preferred Stock
Purchase Agreement dated as of the 16th day of August, 1994 ("Purchase
Agreement"), by and among ViaGrafix Corporation ("ViaGrafix" or "Company"),
Xxxxxxx Xxxxxxx, Xxxxxx Xxxxxxx and Geocapital III, L.P.("Geocapital"). As we
have previously notified you, ViaGrafix has filed a Registration Statement on
Form S-1 (No. 333-42633) (the "Registration Statement") for an initial public
offering of ViaGrafix common stock ("IPO"), for which Southwest Securities, Inc.
will serve as representative (the "Representative") of the several underwriters.
The offering will be a "Qualified Public Offering" as defined in the Purchase
Agreement and several ancillary agreements associated therewith.
By letter dated December 4, 1997, Geocapital agreed to certain
modifications of the Purchase Agreement and terms of the Series A
Convertible Preferred Stock held by Geocapital ("Preferred Stock"), and we
request that you hereby agree to the following additional modifications. We
request that you agree to deposit, prior to the effective date of the
Registration Statement, your shares of Preferred Stock pursuant to a Selling
Shareholders Power of Attorney and a Custodian Agreement (collectively, the
"Custodian Agreement") which will provide that the Representative may convert
all of your Preferred Stock into Common Stock at any time on or after the "Firm
Shares Closing Date" (as that term is defined in the Underwriting Agreement
among the Representative, the Company and the selling shareholders, including
Geocapital, named therein) and may direct the custodian to deliver the shares of
resulting Common Stock purchased by the several underwriters pursuant to the
underwriting agreement to the Representative for the account of the several
underwriters, and to cause your counsel to deliver to the Representative an
opinion of your counsel to the effect that the Custodian Agreement has been duly
authorized, executed and delivered and is enforceable against Geocapital in
accordance with the terms, subject to applicable insolvency laws and equity
principles and other qualifications which are standard in opinions of this
nature. Any shares of Common Stock resulting from the conversion of your
Preferred Stock which are not purchased pursuant to the underwriting agreement
will be returned to you.
Further, we need for you to confirm that ViaGrafix's $1,402,173.91
Promissory Note dated August 15, 1995 payable to Geocapital, is not in default
in that any prior non-payments of principal
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Geocapital III, L.P.
February 5, 1998
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have been waived and any prior non-payments of interest have been reclassified
as additional principal with your approval.
Also, we need your confirmation and agreement that you do not have any
security interest in the stock of American Small Business Computers, Inc. or
any of its assets.
If you are in agreement with the foregoing, we request that a duly
authorized officer of Geocapital execute the enclosed copy hereof and return it
to the attention of the undersigned, whereupon it will be a binding agreement
between Geocapital and ViaGrafix.
If you have questions, feel free to contact either Xxxxxx X. Xxxxx, Xx.,
Chief Financial Officer, or the undersigned. Your prompt attention to this
matter will be appreciated.
Very truly yours,
/s/ XXXXXXX X. XXXXXXX
Xxxxxxx X. Xxxxxxx
President
The foregoing terms and conditions are agreed upon and accepted this 5th day of
February, 1998.
GEOCAPITAL III, L.P.
By: Geocapital Management, L.P.
By: /s/ XXXXXXX X. XXXXX
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Xxxxxxx X. Xxxxx, General Partner
/s/ XXXXXXX X. XXXXXXX
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Xxxxxxx X. Xxxxxxx
/s/ XXXXXX X. XXXXXXX
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Xxxxxx X. Xxxxxxx
c: Xxxxx X. Xxxx, Esq.
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