EXHIBIT 10.1


 


[EASYLINK LETTERHEAD]


 


 


January 26, 2012


 


Mr. Robert E. Moore


Concept Capital Holdings, LLC


1010 Franklin Avenue, Suite 303


Garden City, New York 11530


 


	RE:	EasyLink Services International Corporation Common Stock Holdings



 


Dear Mr. Moore:


 


This letter agreement
(this “Agreement”) is intended to confirm certain understandings and agreements among EasyLink Services International
Corporation (“EasyLink”), on the one hand, and Concept Capital Holdings, LLC and its affiliates
(collectively, “Concept Capital”), on the other hand, with respect to Concept
Capital’s “Beneficial Ownership” of “Corporation Securities” (as such terms, and the other
capitalized terms not defined herein, are defined in that certain Stockholder Rights Agreement, by and between the Company and
American Stock Transfer and Trust Company, LLC, as rights agent, dated as of August 25, 2009 (as it may be amended from time to
time, the “Rights Agreement”)) arising in connection with a transfer of employment to Concept
Capital of money managers overseeing an existing investment in EasyLink.


The
parties acknowledge that in response to Concept Capital’s request to be deemed an “Exempted Person” under
the Rights Agreement following a change in Concept Capital’s Beneficial Ownership of Corporation
Securities that, absent action taken by EasyLink’s Board of Directors, would cause Concept
Capital to become an “Acquiring Person” under the Rights Agreement, EasyLink’s
Board of Directors has determined that such occurrence would not jeopardize, endanger or limit the availability to EasyLink
of its “Tax Benefits” and that the determination to deem Concept Capital to be an
Exempted Person was in the best interests of EasyLink and its stockholders.


Concept
Capital hereby agrees that, from the date hereof until the termination of the Rights Agreement, Concept
Capital (together with its “Affiliates” and “Associates”) shall not increase
its Beneficial Ownership of Corporation Securities, and Concept Capital shall cause its Affiliates and Associates not to increase
their Beneficial Ownership of Corporation Securities, to an amount in excess of the lesser of the aggregate Corporation Securities
being transferred to Concept Capital in connection with the transfer of employment of the money managers or 9.9% of outstanding
Corporation Securities.


This Agreement, together
with the Rights Agreement, constitutes the entire agreement among the parties with respect to the subject matter herein and supersedes
any prior agreement or understanding among the parties hereto. This Agreement shall not be assigned or transferred by Concept
Capital without the prior written consent of Easylink. This Agreement shall be governed by and construed in accordance
with the laws of the State of Georgia without regard to principles of conflicts of law that would apply the laws of a different
jurisdiction. In case any provision in this Agreement shall be deemed to be invalid, illegal or unenforceable, the validity, legality
and enforceability of the remaining provisions hereof shall not in any way be affected or impaired hereby. This Agreement may
be executed in multiple counterparts, each of which shall be deemed an original and all of which together shall constitute one
agreement, and any facsimile, e-mail or other electronic transmission of a counterpart hereto shall constitute an original hereof.



    	 



    	 



    



 


If you are in agreement
with the above, please so indicate by countersigning and returning an executed original of this letter to me at (678) 505-4817.
If you have any questions, please contact me at (678) 533-8010.


 





	 	Sincerely,
	 	 
	 	/s/ Glen E. Shipley     
	 	
        Glen E. Shipley

        Chief Financial Officer

        EasyLink Services International Corporation








 


Acknowledged,
accepted and agreed to this 26th day of January, 2012. 


Concept Capital Holdings, LLC


 


	By: 	/s/ Robert E. Moore
	 	Mr. Robert E. Moore