Mortgage.com, Inc.
1643 N. Harrison Parkway
Sunrise, FL 33323
(954) 838-5020
June 23, 2000
Sugarplum Investments Limited
C/o Dr. Dr. Batliner & Partner
Aeulestrasse 74
FL-9490 Vaduz, Liechtenstein
Attn.: Mr. Hans Gassner
Re: Amendment to Common Stock Purchase Agreement
Gentlemen:
Reference is made to that certain Common Stock Purchase Agreement (the
"Purchase Agreement"), dated March 27, 2000, between Mortgage.com, Inc. (the
"Company") and Sugarplum Investments Limited (the "Purchaser"). Section 7.2(a)
of the Purchase Agreement, as currently constituted, provides that the Purchaser
may terminate the Purchase Agreement in the event that (i) the Company completes
any financing prohibited by Section 4.11 or (ii) the officers and directors of
the Company shall beneficially own less than 25% of the outstanding Common Stock
of the Company. The Company and the Purchaser hereby agree to delete said
provisions from the Purchase Agreement.
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 7.2 Other Termination. (a) The Purchaser may
terminate this Agreement upon one (1) Trading Day's notice if (i) an
event resulting in a Material Adverse Effect has occurred, (ii) the
Common Stock is de-listed from the Nasdaq SmallCap Market unless such
de-listing is in connection with the listing of the Common Stock on
the Nasdaq National Market, the New York or American Stock Exchanges,
(iii) the Company files for protection from creditors under any
applicable law, or (iv) the Registration Statement is not effective by
August 31, 2000.
Except as specifically amended by the terms of this letter, the
Purchase Agreement 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shall not be in any way changed, modified or superseded by the terms set forth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.
If the foregoing correctly sets forth our understanding and agreement,
please so indicate by signing where indicated below.
MORTGAGE.COM, INC.
By: /s/ Seth S. Werner
----------------------------
Seth S. Werner, President and
Chief Executive Officer
ACCEPTED AND AGREED TO:
SUGARPLUM INVESTMENTS LIMITED
By: /s/ Hans Gassner
-----------------------------------
Hans Gassner, Authorized Signatory
