AMENDMENT TO FINANCIAL ADVISORY AGREEMENT
THIS AMENDMENT TO FINANCIAL ADVISORY AGREEMENT (this "Amendment"), dated
as of the 2nd day of February, 2005 by and among Xxxx Xxxxxxxxx, an individual
with a mailing address at 0000 Xxxxxxxx Xxx., Xxxxxxxxx, XX 00000 ("Xxxxxxxxx"),
and GraphOn Corporation, a Delaware corporation, and any of its direct or
indirect affiliates ("GraphOn").
W I T N E S S E T H:
WHEREAS, Xxxxxxxxx and GraphOn entered into a letter agreement (the
"Agreement") dated as of January 29, 2004;
WHEREAS, capitalized terms used herein and not otherwise defined shall
have the meanings set forth in the Agreement;
WHEREAS, the Agreement provides for a term therefor expiring
on the third anniversary of the date thereof;
WHEREAS, contemporaneously herewith, Xxxxxxxxx and GraphOn are entering
into an additional Unit Subscription Agreement providing for the purchase by
Xxxxxxxxx and other investors of an aggregate of 120,000 shares of Series A
Participating Convertible Preferred Stock of GraphOn and 5-year warrants,
exercisable to purchase an aggregate of 60,000 shares of Series B Participating
Convertible Preferred Stock of GraphOn, with all such securities sold pursuant
thereto potentially convertible or exchangeable into common stock of GraphOn
(such transaction, together with related agreements and documents entered into
in connection therewith, the "Subsequent Offering"); and
WHEREAS, in light of the Subsequent Offering and the mutually beneficial,
significant financial relationship between Xxxxxxxxx and GraphOn, the parties
hereto wish to extend the term of the Agreement.
NOW THEREFORE, in consideration of the mutual covenants contained herein,
the parties hereto hereby agree as follows:
1. Extension of Term. Section 3 of the Agreement is hereby amended to
provide for a term expiring on the third anniversary of the closing of the
Subsequent Offering.
2. Effect Upon Agreement. (a) Upon the effectiveness of this Amendment,
each reference in the Agreement to "this Agreement," "hereunder," "hereof,"
"herein" or words of like import shall mean and be a reference to the Agreement
as amended hereby.
(b) Except as explicitly amended as set forth in this Amendment, the
terms and provisions of the Agreement shall continue in full force and effect
and are hereby ratified and confirmed.
3. Counterparts. This Amendment may be executed in a number of
counterparts, any of which together shall for all purposes constitute one
Amendment, binding on all the parties hereto notwithstanding that all such
parties have not signed the same counterpart.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of
the date first above written.
/s/ Xxxx Xxxxxxxxx
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XXXX XXXXXXXXX
GRAPHON CORPORATION
By: /s/ Xxxxxxx Xxxxx
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Name: Xxxxxxx Xxxxx
Title: Chief Financial Officer
