SECOND AMENDMENT TO AGREEMENT
THIS SECOND AMENDMENT TO AGREEMENT made effective as of the 15th day of
April, 1998, between JVWEB, INC., a Delaware corporation with offices at 0000
Xxxxxxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxx 00000 (the "Company"), and AMERICAN STOCK
TRANSFER & TRUST COMPANY, with offices at 00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx
10005(the "Warrant Agent").
RECITALS:
WHEREAS, the Company and Warrant Agent entered into a warrant Agreement
dated December 15, 1997 (the "Agreement"); and
WHEREAS, the Company and Warrant Agent amended the Agreement for the
first time effective March 31, 1998; and
WHEREAS, the Company and Warrant Agent desire to amend the Agreement a
second time upon the terms, provisions and conditions set forth hereinafter;
AGREEMENT:
NOW, THEREFORE, in consideration of (a) the mutual covenants and
agreements of the Company and Warrant Agent to amend the Agreement, and (b)
other good and valuable consideration (the receipt, sufficiency and adequacy of
the consideration recited in (a) and (b) immediately preceding are hereby
acknowledged and confessed by each party hereto), the Company and Warrant Agent
hereby 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. The Section of the Agreement captioned
"INTRODUCTION" is hereby to read in its entirety as follows:
"Introduction
The Company has determined to issue and deliver up to
1,500,000 common stock purchase warrants (the "Class A Warrants")
evidencing the right of the holders thereof to purchase an aggregate of
1,500,000 shares of common stock, $0.01 par value of the Company (the
"Common Stock"), which Class A Warrants are to be issued and delivered
as part of units (the "Units") to be registered pursuant to a
registration statement No. 333-43379 (the "Registration Statement")
filed with the Securities and Exchange Commission. In connection with
the creation of the Class A Warrants, the Company has decide to create
3,000,000 common stock purchase warrants (the "Class B Warrants")
evidencing the right of the holders thereof to purchase an aggregate of
3,000,000 shares of Common Stock, which Class B Warrants are to be
registered pursuant to the Registration Statement and which Class B
Warrants are to be issued to the holders of the Class A Warrants upon
exercise of the Class A Warrants at rate of two Class B Warrants for
each Class A Warrant exercised. In connection with the creation of the
Class B Warrants, the Company has decide to create 3,000,000 common
stock purchase warrants (the "Class C Warrants") evidencing the right
of the holders thereof to purchase an aggregate of 3,000,000 shares of
Common Stock, which Class C Warrants are to be registered pursuant to
the Registration Statement and which Class C Warrants are to be issued
to the holders of the Class B Warrants upon exercise of the Class B
Warrants at rate of one Class C Warrant for each Class B Warrant
exercised. The Class A Warrants, the Class B Warrants and the Class C
Warrants are hereinafter referred to as the "Warrants". The Company
desires the Warrant Agent to act on behalf of the Company, and the
Warrant Agent is willing to so act, in connection with the issuance,
registration, transfer, exchange, redemption and exercise of the
Warrants. The Company desires to provide for the form and provisions of
the Warrants, the terms upon which they shall be issued and exercised,
and the respective rights, limitation of rights, and immunities of the
Company, the Warrant Agent, and the holders of the Warrants.
All acts and things have been done and performed which are
necessary to make the Warrants, when executed on behalf of the Company
and countersigned by or on behalf of the Warrant Agent, as provided
herein, the valid, binding and legal obligation of the Company, and to
authorize the execution and delivery of this Agreement."
2. Miscellaneous. Except as otherwise expressly provided herein, the
Agreement is not amended, modified or affected by this Second 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 Second 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 Second Amendment. This Second
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, this Second Amendment to Agreement has been duly
executed by the parties hereto under their respective corporate seals as of the
day and year first above written.
JVWEB, INC. AMERICAN STOCK TRANSFER
& TRUST COMPANY
By: /s/ Xxxx X. Xxxxx By: /s/ Xxxx Xxxxxx
Xxxx X. Xxxxx, President
Name: Xxxxxxx X. Xxxxxx
Title: Vice President
