AMENDMENT TO
SUBSCRIPTION AGREEMENT
THIS AMENDMENT, dated as of May 27, 2005, is made by and among Techedge,
Inc., a Delaware corporation (the "Company"), Alpha Capital Aktiengesellschaft
("Alpha") and Whalehaven Capital Fund Limited ("Whalehaven" and, together with
Alpha, the "Holders").
RECITALS:
WHEREAS, the Holders and the Company, are parties to (i) a subscription
agreement dated as of April 29, 2005 (the "Subscription Agreement") pursuant to
which the Company agreed to (i) issue and sell, and the Holders agreed to
purchase, up to $1,000,000 of shares of Common Stock at $0.68 per share (such
shares, the "Purchased Shares"), together with warrants to purchase such number
of shares of Common Stock (the "Warrants") at $1.10 per share as shall be equal
to 40% of the number of Purchased Shares (the "Warrant Shares") and (ii) grant
the Subscribers certain registration rights with respect to the resale of the
Purchased Shares and the Warrant Shares that, among other things, obligate the
Company to file a registration statement on Form SB-2 or other appropriate form
(the "Registration Statement");
WHEREAS, the Company and the Holders desire to amend the terms of the
Subscription Agreement to change, among other things, (i) the price of the
Purchased Shares from $0.68 per share to $0.50 per share, (ii) the number of
Purchased Shares to be issued, (iii) the exercise price of the Warrants from
$1.10 to $0.75, and (iii) the respective deadlines for the filing of the
Registration Statement by the Company with the Securities and Exchange
Commission (the "Commission") and the declaration of effectiveness of the
Registration Statement by the Commission;
NOW, THEREFORE, in consideration of the foregoing premises, the mutual
covenants herein contained and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree to be bound as follows:
1. Amendments.
1.1 Per Share Price of the Common Stock. The per share purchase price of
the Common Stock of $0.68 per share, as set forth in the Subscription Agreement
is hereby changed to $0.50 per share and each and every reference to "$0.68"
contained in the Subscription Agreement shall hereby be changed to read "$0.50".
1.2 Number of Shares of Common Stock. In order to give effect to the
amendment contained in Section 1.1 hereof, the entry of "367,647" set forth in
the column entitled "Shares of Common Stock Issuable On Initial Closing Date"
appearing on the Signature Page to Subscription Agreement for each Holder shall
be deleted from such column and shall be replaced with the number "500,000".
1.3 Exercise Price of the Warrants. The second sentence of Section 3 of
the Subscription Agreement is hereby deleted in its entirety and replaced with
the following:
"The per Warrant Share exercise price to acquire a Warrant Share
upon exercise of a Warrant shall be $0.75."
1.4 Number of Shares of Common Stock Issued Upon Exercise of Warrants. In
order to partially give effect to the amendment contained in Section 1.3 hereof,
the parties hereto acknowledge and agree that (i) the Company shall not be
required to make any adjustment to the number of Warrants previously issued
pursuant to Section 3 of the Subscription Agreement in connection with each
Initial Closing Date (as defined in the Subscription Agreement) and (ii) the
number of Warrants issuable, pursuant to Section 3 of the Subscription
Agreement, to each of the Holders in connection with each Subsequent Closing
Date (as defined in the Subscription Agreement) will be based on the sale and
issuance of 500,000 shares of Common Stock to each Holder.
1.5 Registration Rights. The first sentence of Section 11.1(iv) of the
Subscription Agreement is hereby deleted in its entirety and replaced with the
following:
The Company shall file with the Commission a Form SB-2 registration
statement (the "Registration Statement") (or such other form that it
is eligible to use) in order to register the Registrable Securities
for resale and distribution under the 1933 Act not later than
forty-five (45) days after the Initial Closing Date (the "Filing
Date"), and use its reasonable efforts to cause the Registration
Statement to be declared effective not later than one hundred and
thirty-five (135) days after the Initial Closing Date (the
"Effective Date").
2. Covenants.
2.1 Delivery of Shares. The Company hereby covenants to deliver to each of
the Holders an aggregate of 132,353 additional shares of Common Stock of the
Company (the "Additional Shares" on a date not later than the date occurring
five (5) business days from the date hereof.
2.2 Legal Opinion. The Company shall cause its counsel, Xxxxxxxxxx Xxxxxxx
PC to deliver to each of the Holders, on a date not later than the date
occurring five (5) business days from the date hereof, its opinion, in form and
substance substantially similar to the opinion previously rendered to such
Holders pursuant to the terms of the Subscription Agreement, with respect to the
Additional Shares.
3. Miscellaneous.
3.1 No Other Amendments. Except as expressly amended, modified and
supplemented in this Amendment, the parties hereto acknowledge that the
Subscription Agreement shall remain binding upon them and that all provisions of
the Subscription Agreement are and shall remain in full force and effect. Except
as expressly provided in this Amendment, the execution, delivery and
effectiveness of this Amendment shall not operate as a waiver of any right,
power or remedy by the parties hereto, nor shall it constitute a waiver of any
provision in the Subscription Agreement. To the extent of any conflict between
this Amendment and the Subscription Agreement, this Amendment shall control and
be dispositive.
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3.2 No Other Agreements. This Amendment contains the entire agreement and
understanding of the parties hereto with respect to the subject matter hereof,
and shall not be amended, altered or modified except by a writing signed by the
parties hereto.
3.3 Further Assurances. Each of the parties hereto shall in good faith
execute and deliver such further documents and instruments as may reasonably be
deemed necessary by the other party hereto in order to further the purposes and
intent of this Amendment.
3.4 Counterparts. This Amendment may be executed in any number of
counterparts, each of which shall be an original, but all of which together
shall constitute one instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of
the date first above written.
TECHEDGE, INC.
By: /s/ Xx Xx
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Name: Xx Xx
Title: President, Chief Executive Officer
ALPHA CAPITAL AKTIENGESELLSCHAFT
By: /s/ Xxxxxx Xxxxxxxxx
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Name: Xxxxxx Xxxxxxxxx
Title: Director
WHALEHAVEN CAPITAL FUND LIMITED
By: /s/ Xxxx Xxxxxxxxxxx
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Name: Xxxx Xxxxxxxxxxx
Title: Director
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