Waiver and Consent Agreement Regarding Repurchase of Preferred Stock between Graphite Enterprise Trust PLC and Telos Corporation
Graphite Enterprise Trust PLC agrees to waive its rights to require pro-rata redemption or dividend payments on its Series A-1 and Series A-2 Redeemable Preferred Stock in connection with Telos Corporation's repurchase of similar shares from Cudd & Co. for $430,000. Graphite also consents to the repurchase and acknowledges its own shares and accrued dividends will remain unaffected and continue to accrue as per existing terms.
Exhibit 10.27
Graphite Enterprise Trust PLC
Berkley Square House, 4th Floor
London, W1J 6BQ
United Kingdom
To: Telos Corporation
Attn: Ms. Therese K. Hathaway
Corporate Secretary
19886 Ashburn Road
Ashburn, VA 20147
Series A-1 and Series A-2 Redeemable Preferred Stock
Dear Ms. Hathaway:
It has been brought to our attention that Cudd & Co., the holder of 61.605 shares of Series A-1 Redeemable Preferred Stock (the “Series A-1 Shares”) of Telos Corporation (the “Corporation”) and 86.247 shares of Series A-2 Redeemable Preferred Stock (the “Series A-2 Shares” and, together with the Series A-1 Shares, the “Cudd Shares”) of the Corporation has offered to sell the Cudd Shares to the Corporation for a total purchase price of $430,000, such purchase price to include all of the Cudd Shares plus all dividends accrued on the Cudd Shares, the latter at a discount of 17.5%.
We herewith waive any right that we may have, in connection with the repurchase by the Corporation of the Cudd Shares, to have (i) any or all of the outstanding shares of Series A-1 Redeemable Preferred Stock or any or all of the outstanding shares of Series A-2 Redeemable Preferred Stock held by Graphite Enterprise Trust PLC (together, the “Graphite PLC Shares”) purchased or redeemed pro-rata pursuant to the charter of the Corporation, including without limitation Section 2(d) and Section 4(a) of each of the terms and conditions of the Series A-1 Redeemable Preferred Stock and the Series A-2 Redeemable Preferred Stock (together, the “Terms”) and (ii) any or all of the dividends accrued on the Graphite PLC Shares declared, paid or set aside for payment pro rata pursuant to the charter of the Corporation, including without limitation Section 2(b) and Section 2(c) of each of the Terms, as a result of the payment of the dividends accrued on the Cudd Shares. We further herewith consent to the repurchase by the Corporation of the Cudd Shares. We understand that the Graphite PLC Shares will remain outstanding following the repurchase by the Corporation of the Cudd Shares and that such repurchase will not affect dividends accrued on the Graphite PLC Shares as of the date hereof and dividends will continue to accrue on the Graphite PLC Shares in accordance with the Terms.
Sincerely,
