Exhibit 1.2
TALK VISUAL CORPORATION
3550 Biscayne Blvd., Suite 704
Miami, Florida 33137
(305) 572-0575
July 26, 2000
Evertrend Holdings Limited
C/o Dr. Dr. Batliner & Partner
Aeulestrasse 74
FL-9490 Vaduz, Liechtenstein
Attn.: Mr. Hans Gassner
Re: Amendment to Common Stock Purchase Agreement
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Gentlemen:
Reference is made to that certain Common Stock Purchase
Agreement (the "Purchase Agreement"), dated July 27, 2000, between Talk Visual
Corporation (the "Company") and Evertrend Holdings Limited (the "Purchaser"). In
order to register for resale the Common Stock to be purchased pursuant to the
Purchase Agreement, certain provisions of the Purchase Agreement must be deleted
or revised.
In consideration of the mutual covenants and agreements
contained herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereby agree to
restate the following section of the Purchase Agreement as follows:
Section 5.2 (f) Warrants. The Purchaser
shall receive (i) at the Closing, a warrant certificate to
purchase up to a number of shares of Common Stock equal to
$750,000 divided by the closing bid price of the Common Stock
on the Trading Day prior to the date of the Closing in the
form of Exhibit E. (the "Initial Warrant") and (ii) as to each
Draw Down Exercise Date, a warrant certificate to purchase up
to a number of shares of Common Stock equal to 50% of the
number of shares of Common Stock purchased by the Investor on
such Draw Down Exercise Date pursuant to this Agreement in the
form of Exhibit F (each a "Purchaser Warrant")(the "Initial
Warrant" and the "Purchaser Warrants" collectively referred to
as the "Warrants"). The Initial Warrant shall have a term from
its date of issuance of four years. The Purchaser Warrants
shall each have a term from their date of issuance of 22
Trading Days. The Strike Price of the Initial Warrants shall
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be 115% of the closing bid price of the Common Stock on the
Trading Day immediately preceding the date of the Closing. The
exercise price of the Purchaser Warrants shall be the weighted
average of the Purchase Prices of the Common Stock purchased
on the applicable Draw Down Exercise Date. The Common Stock
underlying the Warrants will be registered in the Registration
Statement. "Warrant Shares" shall mean the shares of Common
Stock issuable upon exercise of the Warrants.
Section 5.3 Conditions Precedent to the
Obligation of the Purchaser to accept a Draw Down and Purchase
the Shares. The obligation hereunder of the Purchaser to
accept a Draw Down request and to acquire and pay for the
Shares is subject to the satisfaction, at or before each Draw
Down Exercise Date, of each of the conditions set forth below.
Section 6.1 (c) The minimum Draw Down
shall be $250,000.
Section 6.1 (d) The maximum dollar
amount of each Draw Down during any Draw Down Pricing Period
shall be limited pursuant to the following formula: Average
Stock Price: Average of the Average Daily Prices for the 22
Trading Days prior to the Draw Down Notice date. Average
Trading Volume: Average daily trading volume for the 45
Trading Days prior to the Draw Down Notice date. Maximum
dollar amount of each Draw Down: 20% of (Average Stock Price x
(Average Trading Volume x 22)) the number of Shares of Common
Stock to be issued in connection with each Draw Down shall be
equal to the sum of the quotients (for each trading day within
the Draw Down Pricing Period) of (x) 1/22nd of the Draw Down
amount and (y) the Purchase Price on each Trading Day within
the Draw Down Pricing Period. If the Average Daily Price on a
given Trading Day is less than the Threshold Price, then the
Purchaser's Draw Down will be reduced by 1/22nd and that day
shall be withdrawn from the Draw Down Pricing Period.
Section 7.1 Term. The term of this Agreement
shall be eighteen (18) months from the Effective Date.
In addition, Section 2.2 of Escrow Agreement shall be restated as
follows:
Section 2.2 Each time the Purchaser shall
purchase Shares pursuant to a Draw Down, the Purchaser shall
send the applicable purchase price of the Draw Down Shares to
the Escrow Agent, which shall advise the Company in writing
that it has received the purchase price for such Draw Down
Shares. The Company shall promptly, but no later than three
(3) Trading Days after receipt of such funding notice from the
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Escrow Agent, cause its transfer agent to issue the Draw Down
Shares to the Purchaser via DTC deposit to the account
specified by the Purchaser from time to time and deliver the
Purchaser Warrant to the Purchaser. Upon receipt of written
confirmation from the transfer agent or from the Purchaser
that such Draw Down Shares have been so deposited and the
Purchaser Warrants have been so delivered the Escrow Agent
shall within one (1) Trading Day wire 92% of the purchase
price per the written instructions of the Company, net of
$1,500 as escrow expenses to the Escrow Agent, and the
remaining 8% of the purchase price as directed by Ladenburg
Thalmann & Co. Inc.
Finally, the second paragraph of Section 3(a) of the Registration
Rights Agreement shall be restated as follows:
The Company shall use its best efforts to cause the
Registration Statement to become effective within five (5)
days of SEC clearance and will within said five (5) days
request acceleration of effectiveness. The Company will notify
Purchaser of the effectiveness of the Registration Statement
within one Trading Day of such event.
Except as specifically amended by the terms of this letter, the
Purchase Agreement and its exhibits shall remain unmodified and in full force
and effect, and shall not be in any way changed, modified or superseded by the
terms set forth herein. All terms used but not defined in this letter shall have
the meanings set forth in the Purchase Agreement.
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This Agreement may be executed in any number of counterparts,
all of which taken together shall constitute one and the same instrument and
shall become effective when counterparts have been signed by each party and
delivered to the other parties hereto, it being understood that all parties need
not sign the same counterpart. Execution may be made by delivery by facsimile.
If the foregoing correctly sets forth our understanding and
agreement, please so indicate by signing where indicated below.
TALK VISUAL CORPORATION
By: /s/ Eugene A. Rosov
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Eugene A. Rosov, President & CEO
ACCEPTED AND AGREED TO:
EVERTREND HOLDINGS LIMITED
By: /s/ Hans Gassner
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Hans Gassner, Authorized Signatory
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