FIRST AMENDMENT TO
INVESTOR SUBSCRIPTION AGREEMENT
AND REGISTRATION RIGHTS AGREEMENT
OF APPLIED VOICE RECOGNITION, INC.
THIS FIRST AMENDMENT TO INVESTOR SUBSCRIPTION AGREEMENT AND REGISTRATION
RIGHTS AGREEMENT (the "Amendment") is made and entered into as of this 30th
day of July, 1998, by and between APPLIED VOICE RECOGNITION, INC., a Delaware
corporation ("Seller"), with offices at 0000 Xxxx Xxx Xxxxx, Xxxxx 000, Xxxxxxx,
Xxxxx 00000 and XXXX XXXXXXXXX-XXXXXXX, an individual ("Buyer"), with offices at
Xxxxxxxxxx Xxxxxxx 000, 00000 Xxxxxxx, Xxxxxxx.
INTRODUCTORY PROVISIONS:
The following provisions are a part of and form the basis for this
Amendment:
A. Seller and Buyer previously entered into an Investor Subscription
Agreement (the "Agreement") dated June 30, 1998 whereby Buyer agreed to purchase
certain securities of Seller.
B. Seller and Buyer previously entered into a Registration Rights
Agreement (the "Registration Agreement") dated June 30, 1998 whereby Seller
granted to Buyer certain rights concerning the securities acquired by Buyer.
C. Seller and Buyer desire to modify the Agreement and the Registration
Agreement to reflect the current agreement of Seller and Buyer.
NOW, THEREFORE, Seller and Buyer (collectively, the "Parties") hereby agree
as follows:
1. Section 1 of the Agreement is deleted in its entirety and the following is
substituted therefor:
"1. AGREEMENT TO SUBSCRIBE; PURCHASE PRICE.
(i) Buyer hereby subscribes for Six Thousand Two Hundred Fifty (6,250) Shares
of Series C Preferred Stock in exchange for Sixty Two Thousand Five Hundred
and no/100 Dollars ($62,500.00) in cash (the "Purchase Price"). Buyer
shall pay the Purchase Price for the Shares by wire transfer of immediately
available, federal funds in United States dollars against counter-delivery
of the Shares by Seller. The closing of the purchase and sale of the
Shares (the "Closing") shall take place on or about July 15, 1998.
(ii) The rights, privileges and preferences of the Series C Preferred Stock,
shall be as set forth in the Certificate of Designation attached as Exhibit
"A" to this Agreement."
1
1. Section 3 of the Agreement is deleted in its entirety and the following is
substituted therefor:
"2. SELLER'S REPRESENTATIONS AND COVENANTS.
Seller represents, warrants and covenants to Buyer that Seller has not
employed any investment banker, broker or finder or incurred any liability
for any brokerage fees, commissions or finder's fees in connection with the
transaction contemplated by this Agreement except that Seller has (i)
retained directly or indirectly Equity Services, Ltd. ("ESL") and (ii) has
agreed to pay a finder's fee to Capital Solutions, Inc. ("CSI").
In addition, the representations and warranties of the Company contained in
that certain placement agreement dated July _____, 1998, by and between
Seller and ESL (the "Placement Agreement") are incorporated herein by
reference and shall be as if made herein. The aforementioned
representations and warranties of Seller shall survive the Closing."
1. The first recital of the Registration Agreement is deleted in its entirety
and the following is substituted therefor:
"WHEREAS, the Shareholder is acquiring Six Thousand Two Hundred Fifty
(6,250) shares of the Company's Series C 4% cumulative convertible
preferred stock, stated value $10.00 per share (the "Series C Preferred
Stock") pursuant to that certain Investor Subscription Agreement by and
between the Company and the Shareholder dated June 30, 1998, as amended
(the "Investor Agreement"); and"
2. Capitalized terms used herein that are not defined shall have the meanings
given them in the Agreement and the Registration Agreement.
3. Except as otherwise specified herein, the terms and provisions hereof
shall in no manner impair, limit, restrict or otherwise affect the
representations, warranties, covenants and obligations of the parties hereto as
evidenced by the Agreement and the Registration Agreement (and all Exhibits
thereto).
4. This Amendment shall be construed in accordance with the internal laws of
the State of Texas.
5. This Amendment may be executed in any number of counterparts, each of
which taken together shall constitute one and the same instrument.
6. This Amendment may be executed by facsimile copy and any such facsimile
copy bearing the facsimile signature of any party hereto shall have full legal
force and effect and shall be binding against the party having executed this
Amendment by facsimile.
2
EXECUTED to be effective as of the date first written hereinabove.
APPLIED VOICE RECOGNITION, INC.
By:
XXXXXXX X. XXXXXXXX, Chairman & CEO
XXXX XXXXXXXXX-XXXXXXX
3
