EXHIBIT 10.13
AMENDMENT TO AGREEMENT TO EXTEND OPTION
THIS AMENDMENT TO AGREEMENT TO EXTEND OPTION (this
"Amendment") is made and entered into as of June 1, 1999, by and among
PRIMIS, INC. (formerly Premier Appraisals, Inc.), a Georgia corporation
("Company"), CHRYSALIS VENTURES LIMITED PARTNERSHIP, a Kentucky limited
partnership, CASSELBERRY PARTNERS, L.P., a Kentucky limited partnership, JG
FUNDING, LLC, a Kentucky limited liability company, WINDCREST PARTNERS, a New
York limited partnership, J. XXXXX XXXXXXX, an individual, RICHLAND VENTURES
II, L.P., a Delaware limited partnership, REMINGTON INVESTMENTS STRATEGIES,
L.P., a limited partnership, XXXXX GLOBAL INVESTMENTS, LTD., a limited
partnership, SOUTH ATLANTIC PRIVATE EQUITY FUND IV, LIMITED PARTNERSHIP, a
Delaware limited partnership, and SOUTH ATLANTIC PRIVATE EQUITY FUND IV
(Q.P.), LIMITED PARTNERSHIP, a Delaware limited partnership (the "Parties").
RECITAL
WHEREAS the Parties entered into a AGREEMENT TO EXTEND OPTION
(the "Agreement") dated as of December 17, 1998; and
WHEREAS the Parties now wish to amend certain defined terms of
and a schedule to the Agreement.
NOW, THEREFORE, in consideration of the foregoing premises and
the mutual covenants and agreements set forth herein and in the Agreement, and
for other good and valuable consideration, the mutuality, receipt and
sufficiency of which are hereby acknowledged, the Parties hereto do hereby agree
as follows:
1. DEFINITIONS. Each capitalized term used herein, unless otherwise expressly
defined or redefined herein, shall have the meaning ascribed to it in the
Agreement.
2. AMENDMENTS TO DEFINITIONS. The definitions of the following terms in
Agreement are amended to read as follows:
a. The term "Common Stock", including its use in defining the term "Option
Shares", is amended to be Series A Convertible Preferred Stock, which
shall have such preferences, limitations and rights as set forth in the
Articles of Amendment attached hereto as EXHIBIT A.
b. The term "Option Purchase Price" is amended to be $4.00 per share.
1
3. AMENDMENTS TO SCHEDULES. Schedule 1 of the Agreement is amended and restated
in its entirety as set forth on Schedule 1 to this Amendment and attached
hereto.
4. HEADINGS. The headings used in this Amendment are included for ease of
reference only and shall not be considered in the interpretation or
construction of this Amendment.
5. AFFIRMATION OF AGREEMENT. Except as specifically amended hereby, the
Agreement shall remain in full force and effect.
6. MULTIPLE COUNTERPARTS. This Amendment may be executed in several
counterparts, each of which shall be deemed an original and all of which
together constitute one and the same instrument.
[END OF TEXT]
2
IN WITNESS WHEREOF, the Parties hereto have duly executed and
delivered this Amendment as of the day and year first above written.
PRIMIS, INC.
By:____________________________________
Title:_________________________________
CHRYSALIS VENTURES LIMITED PARTNERSHIP
By: Chrysalis Ventures, LLC, its General Partner
By:____________________________________
Xxxxx X. Xxxxx, Xx., Manager
CASSELBERRY PARTNERS, L.P.
By:____________________________________
Title:_________________________________
X.X. FUNDING, LLC
By: Chrysalis Ventures, LLC, its Manager
By:____________________________________
Xxxxx X. Xxxxx, Xx., Manager
3
_______________________________________
J. XXXXX XXXXXXX
WINDCREST PARTNERS
By:____________________________________
A General Partner
RICHLAND VENTURES II, L.P.
By:____________________________________
Its:___________________________________
SOUTH ATLANTIC PRIVATE EQUITY FUND IV,
LIMITED PARTNERSHIP
By: South Atlantic Private Equity Partners,
Limited Partnership, Its General Partner
By:____________________________________
Its: General Partner
SOUTH ATLANTIC PRIVATE EQUITY FUND IV
(Q.P.), LIMITED PARTNERSHIP
By: South Atlantic Private Equity Partners,
Limited Partnership, Its General Partner
By:____________________________________
Its: General Partner
4
XXXXX GLOBAL INVESTMENTS, LTD.
By:____________________________________
_________________ of Xxxxx Capital
Management
Its: Trading Advisor
REMINGTON INVESTMENTS STRATEGIES, L.P.
By:____________________________________
_____________ of Xxxxx Capital
Advisors, LLC
Its: General Partner
5
SCHEDULE 1
Investor's Option
Number of Shares of Series A Total Purchase Price
Investor Convertible Preferred Stock at $4.00 per share
J. Xxxxx Xxxxxxx 125,000 $ 500,000
x/x Xxxxxxx Xxxxxxx
Xxxxx 0000
000 Xxxx Xxxxxx Xxxxxx
Xxxxxxxxxx, XX 00000
Windcrest Partners 62,499 249,996
49th Floor
000 Xxxx 00xx Xxxxxx
Xxx Xxxx, XX 00000-0000
Richland Ventures II, L.P. 250,000 $1,000,000
0000 Xxxx Xxx Xxxxxx
Xxxxx 000
Xxxxxxxxx, XX 00000-0000
South Atlantic Private Equity 104,999 419,996
Fund IV
Limited Partnership
000 X. Xxx Xxxxxx, Xxxxx 000
Xxxxx, XX 00000
South Atlantic Private Equity 144,999 $ 579,996
Fund IV
(Q.P.), Limited Partnership
000 X. Xxx Xxxxxx, Xxxxx 000
Xxxxx, XX 00000
6
Xxxxx Global Investments, 204,999 $ 819,996
Ltd.
c/o Citco Fund Services
(Bahamas), Ltd.
Bahamas Financial Center
Charlotte & Xxxxxxx Street
P.O. Box CB 13136
Nassau, Bahamas
Remington Investments 45,000 $ 180,000
Strategies, L.P.
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, XX 00000
Casselberry Partners, L.P. 30,858 $ 123,432
c/o Xxxxxxx X. Xxxx
000 Xxxx Xxxx Xxxxxx
Xxxxxxxxxx, XX 00000
X.X. Funding, LLC 28,392 $ 113,568
1850 National City Tower
000 Xxxxx Xxxxx Xxxxxx
Xxxxxxxxxx, XX 00000
Chrysalis Ventures Limited 78,249 $ 312,996
Partnership
1850 National City Tower
000 Xxxxx Xxxxx Xxxxxx
Xxxxxxxxxx, XX 00000
Total 1,074,995 $4,299,980
7
EXHIBIT A
Articles of Amendment
8
