November 27, 2013
Timios National Corporation
4601 Northfairfax Road, Suite 1200
Arlington, VA 22203
| Attention: | C. Thomas McMillen |
| President & CEO |
| Re: | Timios National Corporation, (the “Company”) // YA Global Investments, L.P. (“YA Global”) Exchange Agreement dated August 28, 2012 Certificate of Designations, Preferences and Rights of Series J dated August 28, 2012 and filed August 28, 2012 (the “Certificate of Designation”) |
Dear Mr. McMillen:
Please accept this letter as YA Global’s written notice to you of our waiver of the Beneficial Ownership Limitation pursuant to Section 4.11 of the Certificate of Designation wherein it provides that:
“Neither YA Global Investments, L.P. nor any holder of the shares of Series J Preferred Stock who is an affiliate (as such term is defined in Rule 405 promulgated under the Securities Act of 1933, as amended) of YA Global Investments, L.P. (a “Yorkville Holder”) shall be entitled to convert the Series J Preferred Stock or receive shares of Common Stock in exchange for Series J Preferred Stock to the extent that such conversion would, individually or in the aggregate, upon giving effect to such conversion, cause the number of shares of Common Stock beneficially owned by such Yorkville Holder(s) to exceed 9.99% of the outstanding shares of Common Stock following such conversion (the “Beneficial Ownership Limitation”) (which provision may be waived by such Yorkville Holder(s) by written notice from such Yorkville Holder(s) to the Company, which notice shall be effective sixty five (65) days after the date of such notice).” |
1012 Springfield Avenue Mountainside NJ 07092 | p. 201.985.8300 | f 908.232.3647 | www.yorkvilleadvisors.com
Mountainside | London | Cornelius
| Timios National Corporation | -page 2- |
| C. Thomas McMillen, President & CEO | November 27, 2013 |
Accordingly, this letter will confirm that YA Global’s waiver as noted herein will be effective on January 31, 2014 sixty-five (65) days from the date of notice (today, November 27, 2013).
YA Global’s waiver as set forth herein is not to be construed as representation of intent to convert the Series J Preferred Shares in any numeration or capacity.
| Very truly yours, | |
| YORKVILLE ADVISORS, LLC | |
| Investment Manager to | |
| YA Global Investments, L.P. | |
| /s/David Gonzalez | |
| David Gonzalez | |
| Managing Member & General Counsel |
DG/jmh
1012 Springfield Avenue Mountainside, NJ 07092 | p. 201.985.8300 | f 908.232.3647 | www.yorkvilleadvisors.com
Mountainside | London | Cornelius
