Letter Agreement Waiving IPO Price Condition for Note Conversion between TRX, Inc. and Sabre Investments, Inc.
TRX, Inc. and Sabre Investments, Inc. agree to waive certain conditions related to the conversion of a promissory note into TRX common stock. Originally, the conversion required the company's IPO price to be at least $11.00 per share and to close by September 30, 2005. This letter agreement allows the conversion to proceed if the IPO price is at least $9.00 per share, under all other terms of their previous agreements. Both parties have signed to confirm their consent to this change.
Exhibit 10.67
[Letterhead of TRX]
22 September 2005
Sabre Investments, Inc.
3150 Sabre Drive
Southlake, Texas 76092-2129
Dear Sirs,
As you are aware, TRX, Inc. (the Company) has filed a Registration Statement on Form S-1 with the Securities and Exchange Commission with respect to the issuance and sale of the Companys common stock in an underwritten initial public offering (the Public Offering). Pursuant to the terms of that certain Senior Secured Convertible Promissory Note Conversion Agreement between Sabre Investments, Inc. (Sabre) and the Company dated July 8, 2005 (the Conversion Agreement), Sabre has agreed to convert the Senior Secured Convertible Promissory Note issued by the Company to Sabre dated November 16, 2001 (the Note) into shares of the Companys common stock provided that, the offering price to the public of the Companys common stock in the Public Offering is at least $11.00 and the closing of the Public Offering takes place on or before September 30, 2005 (the Conditions).
By signing below, if the initial offering price to the public is at or above $9.00 per share, the Company and Sabre hereby waive the Conditions and agree to proceed with converting the Note pursuant to all other terms of the Conversion Agreement and the First Amendment to Warrant Purchase Agreement dated 22 September 2005.
Sincerely, |
/s/ Norwood H. Davis |
Norwood H. (Trip) Davis President & CEO |
Acknowledged and agreed to by :
SABRE INVESTMENTS, INC. | ||
By: | /s/ Gary Golden | |
Name: | Garrett K. Golden | |
Title: | SVPCorporate Finance |