DATED 2000
(1) AUTHORISZOR INC.
(2) THE PERSONS NAMED IN THE SCHEDULE
(3) XXXXXX XXXXXXX LIMITED
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SUPPLEMENTAL PLACING AGREEMENT
relating to shares of common
stock par value US$0.01 per share
in AUTHORISZOR INC.
-----------------------------------------
TITMUSS SAINER DECHERT
0 Xxxxxxxxx' Xxx
Xxxxxx XX0X 0XX
Date: 8.2.2000
Ref: C353/062581
THIS AGREEMENT is made February 2000
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BETWEEN:-
(1) AUTHORISZOR INC. a company incorporated and registered in the State of
Delaware, USA and whose registered office is at 0000 Xxxxxx Xxxxxx,
Xxxxxxxxxx, Xxxxxxxx 00000 XXX ("Company");
(2) THE SEVERAL PERSONS whose names and addresses are set out in the schedule
(each a "Director" and together the "Directors"); and
(3) XXXXXX XXXXXXX LIMITED a company registered in England and Wales with
number 2316630 and whose registered office is at Xxx Xxxxxxxx, Xxxxx Xxxx
Xxxxx, Xxxxxx XX0X 0XX ("Xxxxxx Xxxxxxx").
RECITALS
(1) This agreement is supplemental to the placing agreement made between the
parties hereto dated 28 January 2000 ("Placing Agreement").
(2) The Company has issued an information memorandum ("Information Memorandum")
dated 28 January 2000 relating to a proposed placing of up to 1,850,000
Placing Shares.
(3) In view of the indication of interest in such Shares received by the
Company since the publication of the Information Memorandum, the Company
wishes to issue up to 877,273 further Shares ("Further Placing Shares"). In
connection with the Placing, which for all purposes is to be treated as
increased by the offering of the Further Placing Shares, the Company
proposes to issue a supplementary information memorandum ("Supplementary
Information Memorandum") on or about 10 February 2000.
(4) It is now proposed that the Placing will be made on 11 February 2000 and
that the Placing Shares and the Further Placing Shares will be allotted on
11 February 2000.
(5) It is also proposed that Placing Shares and/or Further Placing Shares be
placed in Sweden in addition to the other Listed Countries.
(6) The parties have agreed that all obligations contained in the Placing
Agreement in relation to the Placing Shares shall apply to the Further
Placing Shares with any necessary amendments.
(7) All words and expressions in this agreement which have been defined in the
Placing Agreement shall have the same meaning herein unless defined in this
agreement or the context otherwise requires.
1. AMENDMENTS TO PLACING AGREEMENT
References in the Placing Agreement to:-
1.1 the Information Memorandum and the Placing Documents shall be deemed to
include references to the Supplementary Information Memorandum;
1.2 the Placing Shares shall be deemed to include the Further Placing Shares
(other than in respect of commissions payable in respect of the Further
Placing Shares which are dealt with in clause 2.1 below);
1.3 the Option Shares shall be deemed to include the Further Option Shares
(other than in clause 5 of the Placing Agreement);
1.4 the Placing Documents shall be deemed to include this agreement;
1.5 the Listed Countries shall be deemed to include Sweden; and
1.6 the expected dates referred to in the definitions of Placing Date and
Allotment Date in the Placing Agreement shall be amended to reflect the
revised expected time table referred to in recital (4) above.
2. COMMISSIONS AND EXPENSES
2.1 Xxxxxx Xxxxxxx'x fee in respect of its services to the Company in
connection with placing the Further Placing Shares shall comprise an
additional commission payable in cash equal to 5 per cent of an amount
equal to the Placing Price multiplied by the aggregate number of Further
Placing Shares. It shall also comprise the grant of the Further Option
pursuant to clause 3 below.
2.2 The costs and expenses of placing the Further Placing Shares shall be borne
by the Company on the same basis (and Xxxxxx Xxxxxxx shall be reimbursed by
the Company to the same extent) as set out in clause 7.2 of the Placing
Agreement.
2.3 Xxxxxx Xxxxxxx shall be entitled to deduct the commissions referred to in
clause 2.1 and the costs and expenses incurred or to be incurred by it
referred to in clause 2.2 from the proceeds of the sale of the Further
Placing Shares.
2.4 Where any sum payable under this agreement is subject to value added tax,
such sum will be paid together with the relevant amount of properly
chargeable value added tax.
2.5 The commissions, fees and expenses payable to Xxxxxx Xxxxxxx pursuant to
this agreement shall be in addition to the commissions, fees and expenses
payable pursuant to the Placing Agreement.
3. OPTION
3.1 The Company grants to Xxxxxx Xxxxxxx a further option ("Further Option") to
subscribe or procure the subscription for such number of Shares (apart from
the Placing Shares, the Further Placing Shares and the Option Shares) as
shall be equal to 5 per cent. of the total number of Further Placing Shares
subscribed for under the Placing (including by Xxxxxx Xxxxxxx) rounded to
the nearest whole number ("Further Option Shares").
3.2 Clauses 5.2 to 5.6 of the Placing Agreement (inclusive) shall apply to the
Further Option.
4. GENERAL
Save as contained in this agreement, the provisions of the Placing
Agreement shall remain in full force and effect.
EXECUTED as a DEED )
and DELIVERED by )
AUTHORISZOR INC. )
acting by:- )
Duly authorised signatory
Duly authorised signatory
SIGNED as a DEED and )
DELIVERED by )
XXXXXXX XXXXXXXX )
in the presence of:- )
SIGNED as a DEED and )
DELIVERED by )
XXXXX XXXXXXX )
in the presence of:- )
SIGNED as a DEED and )
DELIVERED by )
XXXXX XXXX )
in the presence of:- )
SIGNED as a DEED and )
DELIVERED by )
XXXXXX XXXXXXXX )
in the presence of:- )
EXECUTED as a DEED )
and DELIVERED by )
XXXXXX XXXXXXX LIMITED )
acting by:- )
Director
Director/Secretary
THE FIRST SCHEDULE
THE DIRECTORS
Xxxxxxx Xxxxxxxx
0 Xxxxxx Xxxx, Xxxxxx, Xxxxxxxxxxxxx, XXX
Xxxxx Xxxxxxx
0 Xxxxxxxxx, Xxxxxxx Xxxxx, Xxxxx, Xxxxx Xxxxxxxxx XX0 0XX
Xxxxx Xxxx
00 Xxx Xxxx Xxxx, Xxxxxxxxxx, Xxxxxxxx XX00 0XX
Xxxxxx Xxxxxxxx
42B Roc Flevri, 0 Xxx xx Xxxxx, XX 0000 Xxxxxx
