EXHIBIT 10.11
FIRST AMENDMENT TO COMMON STOCK PURCHASE AGREEMENT
This FIRST AMENDMENT TO COMMON STOCK PURCHASE AGREEMENT (the "Amendment")
is entered into effective as of April 30, 2001 by and between Pro Net Link
Corp., a Nevada corporation (the "Company"), and Waveland Capital, LLC, a
Colorado limited liability company (the "Purchaser"). All capitalized terms not
otherwise defined herein shall have the same meaning as set forth in the
Agreement.
RECITALS
A. The Company and the Purchaser entered into a Common Stock Purchase
Agreement dated March 29, 2001 (the "Stock Purchase Agreement") which, among
other things, set forth certain terms and conditions pursuant to which the
Purchaser will purchase from the Company up to $5,000,000 of the Company's $.001
par value common stock (the "Common Stock").
B. Since the date of execution of the Stock Purchase Agreement, the parties
have agreed that it would be in their mutual best interests to modify certain of
the terms and conditions of the Stock Purchase Agreement.
THEREFORE, in consideration of the Recitals and the mutual promises and
covenants herein contained, the receipt and sufficiency of which are hereby
acknowledged by the parties hereto, the parties, intending to be legally bound,
hereby agree as follows:
AGREEMENTS
1. FLOOR PRICE. Section 1.1(b) of the Agreement is amended by the addition
of the following language at the end of such section:
The Floor Price designated, if any, shall not be greater than 50
percent of the average closing bid prices of the Common Stock for the
three trading days immediately preceding the date of the Put Notice.
During any Put Period in which the Market Price is below the Floor
Price, the Company shall be required to sell shares of its Common
Stock to Purchaser for as many of the Put Shares as Purchaser elects
to purchase at a price that is at or above the Floor Price.
2. MARKET PRICE. Section 1.1(g) of the Agreement is deleted and replaced
with the following language:
"Market Price" shall mean the average of the three lowest closing bid
prices of the Company's Common Stock for the 20 Trading Days beginning
on the Commencement Date; provided, however, that with respect to the
first Put Notice tendered by the Company under the Stock Purchase
Agreement, the 20-day Trading Day period for determination of the
Market Price shall be reduced to 10 Trading Days.
3. PUT PRICING PERIOD. Section 1.1(n) is deleted and replaced with the
following language:
"Put Pricing Period" shall mean a period of 20 consecutive Trading
Days beginning on the date specified in the Put Notice; provided,
however, the Put Pricing Period shall not begin before the day on
which such notice is delivered pursuant to Section 9.4 of the Stock
Purchase Agreement; provided, however, that with respect to the first
Put Notice tendered by the Company under the Stock Purchase Agreement,
the 20 consecutive Trading Day period shall be reduced to 10
consecutive Trading Days.
4. CLOSING THRESHOLD. Section 5.1(e) of the Stock Purchase Agreement is
hereby deleted in its entirety.
5. PUT LIMITATIONS. Section 6.1(b) is deleted and replaced with the
following language:
There shall be at least 15 Trading Days between Puts (except that with
respect to the first Put Notice following the initial Put Notice, the
minimum number of Trading Days following such Put may be reduced to 10
Trading Days). The number of shares of Common Stock purchased by the
Purchaser with respect to each Put shall be determined as set forth in
Section 6.1(c) and 6.1(d) below and settled on the 24th Trading Day
after the date of the Put Notice (the "Settlement Date") (except with
respect to the initial Put Notice, which Settlement Date shall be on
the 14th Trading Day after the date of the Put Notice).
6. NO OTHER CHANGES. Except as specifically set forth herein, all of the
terms and conditions of the Stock Purchase Agreement shall remain in full force
and effect.
7. COUNTERPARTS. This First Amendment may be executed in any number of
counterparts, all of which taken together shall constitute one and the same
instrument and shall become effective when counterparts have been signed by each
party and delivered to the other parties hereto, it being understood that all
parties need not sign the same counterpart. Execution may be made by delivery by
facsimile.
Dated effective as of April 30, 2001.
PRO NET LINK CORP.
By ________________________________
______________, Its President
WAVELAND CAPITAL, LLC
By _______________________
D. Xxxx Xxxxx, Its Manager
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