1
Exhibit 99.7
WAIVER
In connection with the execution of that certain Redemption and
Termination Agreement, dated as of April 19, 2001 (the "AGREEMENT"), by and
among Xxxxx0.xxx, Inc. (the "COMPANY"), E-Stamp Corporation ("E-STAMP") and RGC
International Investors, LDC ("RGC"), and for good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, RGC hereby agrees
as follows (capitalized terms used and not otherwise defined herein shall have
the meanings ascribed to them in the Agreement):
During the period (the "STANDSTILL PERIOD") commencing on April 19,
2001 and ending on the earliest of (x) the date of termination of the Merger
Agreement, (y) September 30, 2001 and (z) the date of occurrence of an "Event of
Default" under the Note, which default shall not have been waived or cured
within any applicable grace period provided in the Note and which results in the
acceleration of the maturity date thereof, RGC will not (i) exercise any of its
rights to declare an Event of Default (as such term is defined in the Debenture)
pursuant to the Debenture (other than an Event of Default under Sections 3.6 and
3.8 of the Debenture or an Event of Default under Section 3.4 of the Debenture
for a breach of the covenants contained in Article II of the Debenture), or (ii)
convert the Debenture, in whole or in part, or submit a Notice of Conversion
pursuant to Section 1.4 thereof; provided, however, that following the
expiration of the Standstill Period, RGC shall be entitled to exercise its
rights under the Debenture with respect to any Event of Default (as defined in
the Debenture) which occurred prior to or during the Standstill Period and
continues thereafter; provided further, however, that the failure of the Company
to register the resale by RGC of all of the shares of the Company's Common Stock
issuable upon conversion of the Debenture shall not be an Event of Default
pursuant to the Debenture if the Company files, within thirty (30) days after
the expiration of the Standstill Period, an additional Registration Statement on
Form S-3 (or, if Form S-3 is not then available, on such form of Registration
Statement as is then available to effect a registration of the Company's Common
Stock) covering the resale by RGC of all of the shares of the Company's Common
Stock issuable upon conversion of the Debenture and such Registration Statement
is declared effective by the Securities and Exchange Commission within ninety
(90) days after the expiration of the Standstill Period.
This Waiver supercedes and replaces that certain waiver executed and
delivered by RGC on April 12, 2001, which previous waiver is null and void and
of no force and effect.
RGC INTERNATIONAL INVESTORS, LDC
By: Xxxx Xxxx Capital Management, L.P.,
Investment Manager
By: RGC General Partner Corp.,
as General Partner
By: /s/ XXXXX XXXXXXXXXX
------------------------------------
Name: Xxxxx Xxxxxxxxxx
Title: Managing Director
