AMENDMENT
AMENDMENT, dated this day of , 1997, to a Warrant Agreement (the
"Agreement") dated as of August 13, 1996, by and between Netsmart Technologies,
Inc., a Delaware corporation (the "Company"), American Stock Transfer & Trust
Company (the "Warrant Agent"), and Xxxxxx Xxxxxx Securities, Inc., a New York
corporation ("Xxxxxx Xxxxxx").
W I T N E S S E T H:
WHEREAS, the Company, the Warrant Agent and Xxxxxx Xxxxxx entered into the
Agreement in connection with the Company's initial public offering in August
1996; and
WHEREAS, pursuant to the Agreement, the Company issued Warrants to
purchase 896,875 shares of Common Stock and Warrants to purchase an additional
56,250 shares of Common Stock pursuant to the Unit Purchase Option granted to
Xxxxxx Xxxxxx; and
WHEREAS, the Company desires to modify the exercise price and certain
other terms of the Warrants as provided in this Amendment;
WHEREFORE, the parties do hereby agree as follows:
1. All terms defined in the Agreement and used in this Amendment shall
have the same meanings in this Amendment as in the Agreement unless otherwise
provided in this Amendment.
2. During the Special Exercise Period, as hereinafter defined, the
Agreement shall be amended
as follows:
(a) The Purchase Price shall be reduced to dollars ($ ).
(b) Upon exercise of a Warrant to purchase one share (as presently
stated in the certificate for the Warrants) and payment of the Purchase Price
therefor as adjusted pursuant to Paragraph 2(a) of this Amendment, the Company
shall issue two shares of Common Stock, resulting in an effective Purchase Price
of dollars ($ ) per share.
3. Upon expiration of the Special Exercise Period, the provisions of
Paragraph 2 shall terminate and the Agreement shall continue in full force and
effect as if it had not been amended by this Amendment.
4. The holders of the Warrant shall not be required to exchange their
Warrant certificates as a result of this Amendment. Each Warrant shall, without
any action on the part of the holder, be entitled the benefits of this
Agreement.
5. The Special Exercise Period shall mean the period of 90 days commencing
on , 1997 and ending at 5:30 P.M. New York City time
, on , 1997; provided, that the Company has the right,
in its discretion, to extend the Special Exercise Period on one
or more occasions for up to 30 days in the aggregate.
6. Except as amended by this Amendment, the Agreement shall continue in
full force and effect.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date first above written.
NETSMART TECHNOLOGIES, INC
By:
Xxxxx X. Xxxxxxxx, CEO
AMERICAN STOCK TRANSFER &
TRUST COMPANY
By:
, Authorized Officer
XXXXXX XXXXXX SECURITIES, INC.
By:
, Authorized Officer
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