Letter Agreement Regarding Waiver of Conversion Conditions Between Hogg Robinson Holdings BV and TRX, Inc.

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Summary

This agreement is between Hogg Robinson Holdings BV and TRX, Inc. It modifies the terms under which Hogg Robinson Holdings BV will convert a promissory note into TRX, Inc. common stock. Originally, conversion required the public offering price to be at least $11.00 per share. Under this agreement, Hogg Robinson Holdings BV agrees to waive that condition and allow conversion if the offering price is at least $9.00 per share, in exchange for a payment of $199,268.00 from TRX, Inc.

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EX-10.69 4 dex1069.htm LETTER AGREEMENT BETWEEN HOGG ROBINSON HOLDINGS BV AND TRX Letter Agreement between Hogg Robinson Holdings BV and TRX

EXHIBIT 10.69

 

 

22 September 2005

 

Hogg Robinson Holdings BV

c/o Hogg Robinson plc.

Schouwburgplein 30-34

3012 CL Rotterdam

 

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 Company’s common stock in an underwritten initial public offering (the “Public Offering”). Pursuant to the terms of the Senior Secured Convertible Promissory Note Conversion Agreement between Hogg Robinson Holdings BV (“Hogg”) and the Company dated July 8, 2005 (the “Conversion Agreement”), Hogg has agreed to convert the Senior Secured Convertible Promissory Note issued by the Company to Hogg dated November 16, 2001 (the “Note”) into shares of the Company’s common stock based on the terms of the Note, provided that the offering price to the public of the Company’s common stock in the Public Offering is at least $11.00 (the “Conditions”).

 

In the event that the initial offering price to the public is at or above $9.00 per share, and for and in consideration of the payment by the Company of $199,268.00, Hogg hereby waives the Conditions and agrees to proceed with converting the Note pursuant to the other terms of the Conversion Agreement.

 

Sincerely,

 

Norwood H. (“Trip”) Davis

President & CEO

 

Acknowledged and agreed to by:

 

HOGG ROBINSON HOLDINGS BV

 

By:                                                                                                          

 

Name:                                                                                                     

 

Title: