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EXHIBIT 10.10
September 25, 2000
Richmont Opportunity Management Partners, L.P.
16251 Dallas Parkway
Addison, Texas 75001
Gentlemen:
The undersigned is the holder of a warrant entitling the undersigned to
purchase 11,111 shares of Series B Convertible Preferred Stock, $.01 par value
(the "Series B Preferred"), of Catalog.com, Inc. (the "Company") on the terms
and conditions set forth in the Preferred Stock Purchase Warrant, No. B-001,
dated August 25, 1999 (the "Warrant"). This letter confirms the agreement
between the Company and undersigned that the terms of the Warrant are hereby
amended as follows:
1. The twelfth line of paragraph 2.1 is amended by adding the phrase "stock
split," immediately after the word "such" and immediately before the word
"reorganization."
2. The following new paragraph 9 is added immediately after paragraph 8:
9. Exercise Upon Completion of the Initial Public Offering by the
Company. If at any time the Company shall effect a firm commitment
underwritten public offering of shares of Company's common stock, $.01 par
value (the "Common Stock") (i) in which the aggregate price paid for such
shares by the public (prior to deduction of underwriting commissions and
expenses) is at least $8,000,000 and (ii) which results in (a) the market
equity capitalization of the Company being equal to, or in excess of,
$35,000,000 and (b) the listing of the Company's Common Stock on a national
securities exchange or on The Nasdaq National Market System, then effective
upon the closing of the sale of such shares by the Company pursuant to such
public offering (the "Closing Date"), this Warrant shall not be exercised
for the purchase of shares of Series B Preferred, but may be exercised only
for the purchase of shares of Common Stock. Upon the Closing Date, the
number of shares of Common Stock issuable upon the exercise of this Warrant
pursuant to the terms hereof will be 11,111, and the purchase price of such
Common Stock will be $9.00 per share of Common Stock, subject to the
provisions of paragraph 2 of this Warrant as if paragraph 2 referred to
Common Stock rather than Series B Preferred. Upon the Closing Date, the
Company shall keep available a sufficient number of shares of Common Stock
to satisfy the requirements of this Warrant.
The Warrant is amended and modified only to the extent specifically amended
and modified by this letter agreement, and none of the other terms, conditions
or provisions of the Warrant are amended or modified by this Amendment, except
as necessary to conform to the terms of paragraph 9 above. The Warrant, as
amended and modified by this Amendment, shall remain in full force and effect.
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Please sign and date this letter agreement in the space provided below to
confirm the foregoing agreement and return a signed copy to us. This letter
agreement may be executed in two or more counterparts, each of which will be
deemed an original, but all of which together will constitute one and the same
instrument.
CATALOG.COM, INC.
By: /s/ David D. Gaither
_________________________________________
David D. Gaither, Chief Financial Officer
AGREED AND ACCEPTED effective the 26/th/ day of September, 2000.
RICHMONT OPPORTUNITY Preferred Stock Purchase Warrant, No. B-001
MANAGEMENT PARTNERS, L.P. dated August 25, 1999
By: RICHMONT INVESTMENT
MANAGEMENT, L.L.C.,
its General Partner
By: /s/ J. BRETT ROBERTSON
___________________________
Name: J. Brett Robertson
______________________
Title: President
_____________________
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