AMENDMENT
to Exhibit 10.8
AMENDMENT, dated December 27, 1999, to Shareholders' Agreement by and
between Urban Cool Network, Inc. ("UCN") and Xxxxxxx Xxxxxxx ("Xxxxxxx") dated
as of November 21, 1999 (the "Agreement").
W I T N E S S E T H
WHEREAS, the parties hereto have previously entered into an agreement
pursuant to which e-Commerce is developing certain agreements;
WHEREAS, the parties hereto desire to amend and modify the aforementioned
agreement; and
WHEREAS, UCN was to make certain payments pursuant to the aforementioned
agreement and has not done so as of the date hereof.
NOW, THEREFORE, it is mutually agreed by and between the parties hereto as
follows:
1. Article 2 is hereby amended by striking out the whole of Article 2
thereof as it now exists and inserting in lieu thereof a new Article 2 to read
in its entirety as follows:
2. Capital Contributions.
(a.) UCN agrees to contribute $2,950,000 upon the consummation of a
public offering of UCN's securities. In addition, the Warrant issued to Xxxxxxx
to purchase 1,000,000 shares of Common Stock of UCN (the "Warrant") shall be
exercisable as follows: (i) warrants to purchase 200,000 shares of Common Stock
shall be immediately granted and exerciseable upon the signing of the Amendment;
(ii) warrants to purchase 200,000 shares of Common Stock shall be
exercisable upon e-Commerce Solutions, Inc., achieving gross sales of at least
$2,500,000 within 24 months of the Funding Date, as defined on the Warrant;
(iii) warrants to purchase an additional 200,000 shares of Common Stock shall be
exercisable upon e-Commerce Solutions, Inc., achieving gross sales of at least
$7,500,000 within 24 months of the Funding Date, as defined on the Warrant; (iv)
warrants to purchase an additional 200,000 shares of Common Stock shall be
exercisable upon e-Commerce Solutions, Inc., achieving gross sales of at least
$15,000,000 within 24 months of the Funding Date, as defined on the Warrant; and
(v) warrants to purchase an additional 200,000 shares of Common Stock shall be
exercisable upon e-Commerce Solutions, Inc., achieving gross sales of at least
$25,000,000 within 24 months of the Funding Date, as defined on the Warrant.
(b.) UCN agrees to contribute the sum of $50,000 to the Company on
December 27, 1999 pursuant to the e-Commerce Solutions, Inc. wiring
instructions, annexed as "Exhibit A" hereto.
2. By adding a new ARTICLE TWENTY to read in its entirety as follows:
20. Acknowledgement. The parties hereby agree and acknowledge that Xxxxxxx
has fully completed the items on Schedule 2(a) to the reasonable
satisfaction of UCN and with Article 2(c).
IN WITNESS WHEREOF, the parties have executed this Shareholders' Agreement
as of
the day and year first above written.
URBAN COOL NETWORK, INC.
By:/s/ Xxxxx X. Xxxxx
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Name: Xxxxx X. Xxxxx
Title: CEO
/s/ Xxxxxxx Xxxxxxx
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Xxxxxxx Xxxxxxx
