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EXHIBIT 10.12
AMENDMENT NO. 1 TO
PURCHASE AGREEMENT
BY AND BETWEEN
KINGSBRIDGE CAPITAL LIMITED
AND
MUSE TECHNOLOGIES, INC.
DATED AS OF NOVEMBER 1ST, 2000
This AMENDMENT NO. 1 to the PURCHASE AGREEMENT dated as of
August 7, 2000 (the "Agreement") by and between KINGSBRIDGE CAPITAL LIMITED (the
"Investor"), an entity organized and existing under the laws of the British
Virgin Islands, and MUSE TECHNOLOGIES, INC., a corporation organized and
existing under the laws of the State of Delaware (the "Company"), is entered
into as of the 1st day of November, 2000 (this "Amendment") by and between
Investor and the Company. Capitalized terms contained herein and not defined
herein shall have the meaning ascribed to such terms in the Agreement.
WHEREAS, Investor and the Company have entered into the
Agreement, providing for the sale by the Company to Investor of a convertible
promissory note in the principal amount of $1,000,000;
WHEREAS, Investor and the Company desire to amend the
Agreement as set forth herein.
NOW THEREFORE, in consideration of the premises and the mutual
agreements contained herein, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
1. Amendment of Article IV of the Agreement. Article IV of the Agreement
is hereby amended by adding the following additional section:
"(c) 4.8 MAXIMUM SALE OF COMMON STOCK. Unless the Company obtains
the requisite approval of its shareholders in accordance with
the corporate laws of Delaware and the applicable rules of the
Nasdaq Stock Market (or other principal market the Common
Stock is then listed for trading) and the NASD, no more than
19.9% (taking into consideration all shares of Common Stock
beneficially held by Investor) of the outstanding shares of
Common Stock (as determined as of the date of this Agreement),
may be issued and sold to Investor in the aggregate pursuant
to this Agreement."
2. Effectiveness of Amendment. This Amendment shall become effective
upon the execution and delivery of this Amendment by each of the undersigned.
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3. Effect on the Agreement. The Agreement shall continue in full force
and effect as amended by this Amendment. From and after the date hereof, all
references to the Agreement shall be deemed to mean the Agreement as amended by
this Amendment.
4. Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE DOMESTIC LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT
TO ANY CHOICE OF LAW OR CONFLICT OF LAW PROVISION OR RULE (WHETHER OF THE STATE
OF NEW YORK OR ANY OTHER JURISDICTION) THAT WOULD CAUSE THE APPLICATION OF THE
LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF NEW YORK.
5. Counterparts. This Amendment may be executed in any number of
counterparts, each of which will be deemed an original, but all of which
together will constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by the undersigned, thereunto duly authorized, as of the date first set
forth above.
KINGSBRIDGE CAPITAL LIMITED
By: /s/ Adam Gurney
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Adam Gurney
Director
MUSE TECHNOLOGIES, INC.
By: /s/ Brian R. Clark
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Brian R. Clark
President
