Letter Agreement for Termination of Underwriting and Stand-By Purchase Agreements between Ramius Securities, LLC and Onyx Software Corporation

Summary

Ramius Securities, LLC and Onyx Software Corporation have mutually agreed to terminate their Common Stock Underwriting Agreement and Stand-By Purchase Agreement, both originally dated January 4, 2001. The termination is effective immediately, and all related rights, including the Purchase Option, are also ended. This agreement is confirmed by both parties and concludes their prior arrangements regarding these agreements.

EX-10.1 3 dex101.txt LETTER AGREEMENT, DATED JANUARY 7, 2002 EXHIBIT 10.1 [Letterhead of Ramius Securities, LLC] January 7, 2002 Onyx Software Corporation 3180-139th Avenue S.E. Suite 500 Bellevue, Washington 98005 Attention: General Counsel Dear Mr. Dauber: In response to your request to terminate the Common Stock Underwriting Agreement between Ramius Securities, LLC and Onyx Software Corporation dated January 4, 2001 (the "Underwriting Agreement") and the Stand-By Purchase Agreement between the same parties as of the same date, we hereby inform you that each of such agreements have been terminated effective immediately. All references to the Purchase Option (as defined in the Underwriting Agreement) are also hereby terminated. We wish you and the whole team at Onyx all the best in the coming year and always. Please keep us in mind for any future financings. Sincerely, /s/ Jeffrey M. Solomon - ---------------------------------- Jeffrey M. Solomon Ramius Securities, LLC Vice President ACCEPTED AND AGREED ONYX SOFTWARE CORPORATION By: /s/ Paul Dauber ----------------------------- Name: Paul Dauber Title: General Counsel cc: Stephen M. Graham Alan C. Smith