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EXHIBIT 10.5
VISUAL DATA CORPORATION
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▇▇▇▇▇▇▇ Fund, L.P.
Palladin Opportunity Fund, L.L.C.
c/o The Palladin Group, L.P.
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Re: Amendment to Purchase Agreement
Ladies and Gentlemen:
Reference is made to the Purchase Agreement, dated as of December 8,
2000 (the "Purchase Agreement"), by and among you (the "Purchasers") and the
undersigned (the "Company"). Capitalized terms used herein without definition
shall have the meaning set forth in the Purchase Agreement.
For good and valuable consideration, the receipt of which is hereby
acknowledged, the Purchasers and the Company hereby agree that the Purchase
Agreement shall be amended, effective the date hereof, as follows:
1. Issuance of Warrants.
Concurrently with the execution and delivery of this Amendment to the
Purchase Agreement, the Company is issuing to the Purchasers the Five-Year
Warrants referenced in Section 5.1 of the Purchase Agreement.
2. First Company Put Right.
(a) Section 5.1 of the Purchase Agreement is amended to provide
that the First Additional Securities shall consist solely of an additional
$1,000,000 principal amount of Debentures.
(b) Section 5.2 is amended to provide that the First Put Notice
must be delivered within 5 days of the Effective Date.
3. Second Company Put Right.
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Sections 5.4, 5.5 and 5.6 of the Purchase Agreement are hereby deleted
in their entirety.
4. Registration Rights Agreement.
The Registration Rights Agreement, dated as of December 8, 2000 by and
between the Company and the Purchaser is hereby amended to provide that the
terms "Additional Debentures" and "Additional Warrants" shall not include the
"Second Additional Securities" previously referred to in Section 5.4 of the
Purchase Agreement, the terms "Additional Common Shares" shall refer only to the
shares of Common Stock issuable upon conversion of the First Additional
Securities and the term "Additional Warrant Shares" shall refer only to the
shares of Common Stock issuable upon exercise of the Warrants referred to in
Section 1 above.
5. General.
As amended hereby, the Purchase Agreement and the Registration Rights
Agreement remain in full force and effect.
Sincerely yours,
VISUAL DATA CORPORATION
By: /S/
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▇▇▇▇▇ ▇▇▇▇▇▇, President
Agreed to and accepted
as of the date hereof:
HALIFAX FUND, L.P.
By: /S/
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PALLADIN OPPORTUNITY FUND, L.L.C.
By: /S/
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