Exhibit 4.1(a)
April 22, 1999
ObjectSoft Corporation
Continental Plaza III
000 Xxxxxxxxxx Xxxxxx
Xxxxxxxxxx, Xxx Xxxxxx 00000
Re: Amendment to Series E Subscription Agreement
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Gentlemen:
Reference is made to that certain 6% Series E Convertible Preferred
Stock Subscription Agreement dated as of March 17, 1999, as amended on April 12,
1999 (the "Agreement") by and among ObjectSoft Corporation, a Delaware
corporation (the "Company"), Settondown Capital International, Ltd. (the
"Placement Agent") and each of the other undersigned parties (the "Investors").
For good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties to this Letter Agreement hereby agree
as follows:
1. Amendment to Agreement. The Agreement is hereby amended by deleting
Section 6.10 in its entirety and replacing it with a new Section 6.10,
as follows:
"Section 6.10. Conversion Limitations. The Company, the
Investors and the Placement Agent agree that, unless and until
the approval of the Company's stockholders or a waiver from the
Nasdaq Stock Market is obtained as hereinafter set forth, the
total number of shares of Common Stock issued and issuable upon
the conversion of the Preferred Stock issued on the Closing
Date pursuant to the Certificate of Designation and/or upon
exercise of the Warrants shall not exceed 19.99% of the number
of shares of Common Stock outstanding as of the Closing Date.
The Company agrees that it shall include a resolution for
approval at its annual meeting of stockholders projected to
take place in May or June 1999 for the purpose of approving
below market price issuances of Common Stock to the Investors
equal to or in excess of 20% of the number of shares of Common
Stock outstanding as of the Closing
Date as required by Section 4310(c)(25)(H)(i) of the Nasdaq
Marketplace Rules, or other similar requirement. In the event
that the aforementioned proposal is not ratified by the
stockholders and the number of shares issued and potentially
issuable under the Certificate of Designation and upon exercise
of the Warrants exceeds in the aggregate 19.99% of the number
of shares of Common Stock outstanding as of the Closing Date,
the Company will use its reasonable efforts to obtain a waiver
from the Nasdaq Stock Market (or other applicable market or
exchange) to permit such issuances."
2. Inconsistencies with Certificate of Designation. Any inconsistencies as
between the Agreement, as amended pursuant to this Letter Agreement, on
the one hand, and the Certificate of Designation of Series E
Convertible Preferred Stock of the Company and the amendment thereto
filed with the Secretary of State of the State of Delaware on March 9,
1999 and March 16, 1999, respectively (the "Certificate of
Designation"), on the other hand, including without limitation, Section
6.10 of the Agreement, shall be governed by and resolved in accordance
with the terms contained in the Agreement as amended by this Letter
Agreement, notwithstanding any such inconsistency, and the parties
hereto expressly waive any inconsistent rights under the terms
contained in the Certificate of Designation.
3. Remaining Terms of Agreement. All terms and provisions contained in the
Agreement and not otherwise amended pursuant to this Letter Agreement
shall continue in full force and effect.
4. Capitalized Terms. All capitalized terms used herein and not otherwise
defined herein shall have the meanings respectively ascribed to such
terms in the Agreement.
5. Governing Law. This Letter Agreement shall be governed by, and
construed in accordance with, the laws of the State of New York without
giving effect to principles of conflicts of choice of laws thereof.
6. Counterparts. This Letter Agreement may be executed in counterparts,
each of which shall be deemed an original, and all of which, when taken
together, shall constitute one and the same instrument.
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Please acknowledge your agreement and acceptance hereof by
countersigning a copy of this Letter Agreement in the appropriate space below
and returning a copy to each of the undersigned.
Very truly yours,
HEADWATERS CAPITAL
By: /s/ Xxxxxxxx Xxxxx
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Name: Xxxxxxxx Xxxxx
Title: General Partner
AUSTOST ANSTALT XXXXXX
By: /s/ Xxxxxx Xxxxx
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Name: Xxxxxx Xxxxx
Title: Representative
BALMORE FUNDS, S.A.
By: /s/ Illegible
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Name:
Title:
HSBC XXXXX XXXXX CANADA, INC.
By: /s/ Isser Elishig
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Name: Isser Elishig
Title: Senior Vice President
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XXXXX PARTNERS, L.P.
By: /s/ Xxxxx Xxxxxxx
----------------------
General Partner
SETTONDOWN CAPITAL
INTERNATIONAL, LTD.
By: /s/ Xxxxxxx X.X. Xxxxx Xxxxxx
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Name: Xxxxxxx X.X. Xxxxx Xxxxxx
Title: President
AGREED AND ACCEPTED:
OBJECTSOFT CORPORATION
By: /s/ Xxxxx X.X. Xxxxx
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Name: Xxxxx X.X. Xxxxx
Title: Chairman
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