FIRST AMENDMENT TO AGREEMENT
THIS FIRST AMENDMENT TO AGREEMENT (the "First Amendment") is made and
entered into as of this the 15th day of March, 2000 by and among
LinksXpress.com, Inc., a Colorado corporation ("LinksXpress"), and JVWeb, Inc.,
a Delaware corporation ("JVWeb").
Recitals
WHEREAS, the parties to this First Amendment entered into an Agreement
(the "Agreement") dated September 17, 1999 regarding the issuance of certain
shares of stock in LinksXpress, the issuance of certain shares of stock in
JVWeb, the grant of options in favor of JVWeb to purchase a certain number of
shares of stock in LinksXpress, the grant of options in favor of LinksXpress to
purchase a certain number of shares of stock in JVWeb, the registration with the
United States Securities and Exchange Commission of certain securities in
LinksXpress owned by JVWeb, the declaration by JVWeb of an in-kind dividend to
its stockholders of the securities so registered, and various additional
matters; and
WHEREAS, all of the parties named above desire to amend the Agreement
upon the terms, provisions and conditions set forth hereinafter;
Agreement
NOW, THEREFORE, in consideration of the mutual covenants and agreements
of the undersigned parties to amend the Agreement, the undersigned parties agree
as follows (all undefined, capitalized terms used herein shall have the meanings
assigned to such terms in the Agreement):
1. Amendments to the Agreement.
(a) The Agreement is hereby amended so that Section 4 shall now
read in its entirety as follows:
"4. Securities Registration.
By November 15, 2000, the Company shall file a
registration statement to register with the Commission (a) the
Dividend, which shall consist of 250,000 of the shares of
Common Stock and 500,000 of the First Tier Warrants issued and
sold to JVWeb, Inc. pursuant hereto and (b) the other 250,000
shares of Common Stock and the other 500,000 First Tier
Warrants issued and sold to JVWeb, Inc. pursuant hereto. In
connection with the execution of this Agreement (as amendment
by the First Amendment), JVWeb entered into a lock-up
agreement, a copy of which is attached hereto as Exhibit A,
regarding the shares of Common Stock registered pursuant to
clause (b) immediately preceding, and a warrant option
agreement, a copy of which is attached hereto as Exhibit B,
regarding the First Tier Warrants registered pursuant to
clause (b) immediately preceding. In the event of any
registration pursuant to this Section 4, the Company shall use
its best efforts to qualify such shares of Common Stock and
First Tier Warrants under the securities laws for each state
for which an exemption is not available and qualification is
required, unless the cost and expense of such qualification
outweighs the benefit of qualification. In connection with any
registration undertaken pursuant to this Section 4, JVWeb,
Inc. shall use reasonable efforts to cooperate with the
Company and will furnish to the Company in writing such
information, as shall be reasonably necessary in order to
assure compliance with federal and applicable state securities
laws pertaining to disclosure and otherwise, with respect to
the Dividend. JVWeb shall advance on behalf of the Company
registration expenses for legal fees, accounting fees, filing
fees and printing charges in connection with any registration
undertaken pursuant to this Section 5 up to $35,000 and
corporate updating expenses for legal fees up to $2,000. The
Company shall be obligated to repay to JVWeb all amounts
advanced pursuant to the preceding sentence once this
Agreement has been terminated pursuant to Section 9 below or
once more than 50% of the Class A Warrants have been
exercised, whichever occurs first.
(b) The Agreement is hereby amended so that the first clause of
Section 9, which reads "If the registration statement under
which shares of Common Stock are registered pursuant to
Section 5 is not declared effective within six months after
the date of this Agreement through no breach of this Agreement
by the Company" shall now read in its entirety as follows:
"If the registration statement under which shares of Common
Stock are registered pursuant to Section 5 is not declared
effective by Feb. 15, 2001 through no breach of this Agreement
by the Company"
2. Acknowledgement. The undersigned parties hereby acknowledge that,
notwithstanding anything contained in the Agreement, the actual exchange of
stock certificates and thus the official closing of the stock exchange provided
for in the Agreement occurred on March 15, 2000, and each of the parties
acquired on the foregoing date beneficial ownership in the other party's
securities issuable pursuant to the Agreement.
3. Miscellaneous. Except as otherwise expressly provided herein, the
Agreement is not amended, modified or affected by this First Amendment. Except
as expressly set forth herein, all of the terms, conditions, covenants,
representations, warranties and all other provisions of the Agreement are herein
ratified and confirmed and shall remain in full force and effect. On and after
the date on which this First Amendment becomes effective, the terms,
"Agreement," "hereof," "herein," "hereunder" and terms of like import, when used
herein or in the Agreement shall, except where the context otherwise requires,
refer to the Agreement, as amended by this First Amendment. This First Amendment
may be executed into one or more counterparts, and it shall not be necessary
that the signatures of all parties hereto be contained on any one counterpart
hereof; each counterpart shall be deemed an original, but all of which together
shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have signed their names hereto
as of the first date written above.
LINKSXPRESS.COM, INC. JVWEB, INC.
By: /s/ Ian Scott-Moncrieff By: /s/ Greg J. Micek
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Ian Scott-Moncrieff, Greg J. Micek,
President President
