EXHIBIT 10.11
AMENDMENT NO. 1 TO
PRIVATE EQUITY LINE AGREEMENT
BY AND BETWEEN
KINGSBRIDGE CAPITAL LIMITED
AND
MUSE TECHNOLOGIES, INC.
DATED AS OF NOVEMBER 1ST, 2000
This AMENDMENT NO. 1 to the PRIVATE EQUITY LINE AGREEMENT
dated as of June 1, 2000 (the "Agreement") by and between KINGSBRIDGE CAPITAL
LIMITED (the "Investor"), an entity organized and existing under the laws of the
British Virgin Islands, and MUSE TECHNOLOGIES, INC., a corporation organized and
existing under the laws of the State of Delaware (the "Company"), is entered
into as of the 1st day of November, 2000 (this "Amendment") by and between
Investor and the Company. Capitalized terms contained herein and not defined
herein shall have the meaning ascribed to such terms in the Agreement.
WHEREAS, Investor and the Company have entered into the
Agreement, providing for the sale by the Company to Investor of up to
$18,000,000 of the Common Stock of the Company;
WHEREAS, Investor and the Company desire to amend the
Agreement as set forth herein.
NOW THEREFORE, in consideration of the premises and the mutual
agreements contained herein, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
1. Amendment of Section 2.1(c) of the Agreement. Section 2.1(c) of the
Agreement is hereby amended and restated in its entirety to read as
follows:
"(c) Maximum Sale of Common Stock. Unless the Company
obtains the requisite approval of its shareholders in
accordance with the corporate laws of Delaware and
the applicable rules of the Principal Market and the
NASD, no more than 19.9% (taking into consideration
all shares of Common Stock beneficially held by
Investor) of the Outstanding shares of Common Stock
(as determined as of the date of this Agreement), may
be issued and sold to Investor in the aggregate
pursuant to this Agreement."
2. Effectiveness of Amendment. This Amendment shall become effective
upon the execution and delivery of this Amendment by each of the undersigned.
3. Effect on the Agreement. The Agreement shall continue in full force
and effect as amended by this Amendment. From and after the date hereof, all
references to the Agreement shall be deemed to mean the Agreement as amended by
this Amendment.
4. Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE DOMESTIC LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT
TO ANY CHOICE OF LAW OR CONFLICT OF LAW PROVISION OR RULE (WHETHER OF THE STATE
OF NEW YORK OR ANY OTHER JURISDICTION) THAT WOULD CAUSE THE APPLICATION OF THE
LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF NEW YORK.
5. Counterparts. This Amendment may be executed in any number of
counterparts, each of which will be deemed an original, but all of which
together will constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by the undersigned, thereunto duly authorized, as of the date first set
forth above.
KINGSBRIDGE CAPITAL LIMITED
By: /s/ Xxxx Xxxxxx
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Xxxx Xxxxxx
Director
MUSE TECHNOLOGIES, INC.
By: /s/ Xxxxx X. Xxxxx
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Xxxxx X. Xxxxx
President
