Letter Agreement
EXHIBIT
10.8
EXECUTION
VERSION
December
24, 2007
0000
Xxxxxxxxxx Xxx.
Xxxxxxxx,
Xxxxxxxx 00000
Re:
Registration Rights; Stock Escrow
Ladies
and Gentlemen:
Reference
is made to that certain Note Purchase Agreement, dated as of the dated hereof
(the “Purchase Agreement”), pursuant to which Dr. Ranga Krishna (“Krishna”) may
receive, upon the conditions specified in the Purchase Agreement, 446,226 shares
of common stock of the Company (the “Shares”). Reference is also made to the
Registration Rights Agreement, dated March 8, 2005 by and among the Company
and
Krishna (“Registration Rights Agreement”).
Krishna
and the Company hereby agree that the definition of “Registrable Securities” in
the Registration Rights Agreement is hereby amended to include the Shares and,
accordingly, such shares are eligible for registration under the Securities
Act
of 1933, as amended, in accordance with the terms and conditions of the
Registration Rights Agreement.
All
other
terms and conditions of the Registration Rights Agreement shall remain unchanged
and in full force and effect.
IN
WITNESS WHEREOF the parties have executed this letter agreement to be effective
on the date and year first above written.
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DR.
RANGA KRISHNA
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By:
______________________________
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______________________________
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Name:
Ram Xxxxxxx
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Title:
Chief Executive Officer
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