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EXHIBIT 10.22
HOMECOM COMMUNICATIONS, INC.
Xxxxxxxx 00, Xxxxx 000
0000 Xxxxxxxx Xxxx
Xxxxxxx, XX 00000
September 23, 1997
To The Purchasers of
HomeCom Communications, Inc.
5% Convertible Debentures
Dear Sirs:
Please be advised that the 5% Convertible Debenture Purchase Agreement and the
Registration Rights Agreement, dated as of September 19, 1997, have been
amended, as follows:
5% Convertible Debenture Purchase Agreement:
3.1 Organization; Qualification. The Company is a corporation
duly organized and validly existing under the laws of Delaware and is in good
standing under such laws. The Company has all requisite corporate power and
authority to own, lease and operate its properties and assets, and to carry on
its business as presently conducted. The Company is qualified to do business as
a foreign corporation in each jurisdiction in which the ownership of its
property or the nature of its business requires such qualification, except where
failure to so qualify would not have a material adverse effect on the Company,
and except that the Company is not qualified in New York and Virginia. The
Company will, in the event it is required to do so, qualify to transact business
in New York and Virginia.
Section 9. Notice of Conversion. Conversion of the Debenture
to Common Stock may be exercised in whole or in part by Purchasers telecopying
an executed and completed Notice of Conversion (in the form annexed hereto as
Exhibit D) to the Company and delivering the original Notice of Conversion and
the certificate representing the Debenture to the Company by express courier
within three (3) business days of exercise. Each date on which a Notice of
Conversion is telecopied to the Company in accordance with the provisions hereof
shall be deemed a Conversion Date. The Company will transmit the certificates
representing the Common Stock issuable upon conversion of all or any part of the
Debenture (together with the certificates representing portions of the Debenture
not so converted) to the Purchaser via express courier within five (5) business
days after the Company has received the original Notice of Conversion and
Debenture certificate being so converted. In addition to any other remedies
which may be available to the Purchaser, in the event that the Company fails for
any reason to effect delivery of such shares of Common Stock within such five
(5) business day period, the
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Purchaser will be entitled to revoke the relevant Notice of Conversion by
delivering by telecopier with an original by overnight courier a notice to such
effect to the Company whereupon the Company and the Purchaser shall each be
restored to their respective positions immediately prior to the delivery of the
Notice of Conversion. Liquidated damages, under Section 3 below, shall continue
to run from the sixth business day from the original Conversion Date up until
the time that the Notice of Conversion is revoked or the Common Stock has been
delivered at which time liquidation damages shall cease to accrue. Upon receipt
of such Notice the Company shall return by overnight courier the original
certificate representing the Debenture. The Notice of Conversion and certificate
representing the portion of the Debenture converted shall be delivered as
follows:
Registration Rights Agreement:
Section 3 (i) is inserted as follows:
(i) If the Registration Statement covering the Registrable
Securities is not filed in proper form with the Securities and Exchange
Commission within thirty (30) days after the Closing Date, the Company will make
payment to the Holder, as liquidated damages and not as a penalty, in the amount
of one-half (.5%) percent of the outstanding principal amount of debentures for
each month thereafter on a pro rata basis daily up until the 90th day after the
Closing Date.
All Agreements:
"Closing Date" shall be deemed to be the date that the wire transfer from the
Escrow Agent of the entire net proceeds payable to the Company is actually
credited to the Company's account.
Very truly yours,
HOMECOM COMMUNICATIONS, INC.
By /s/ Xxxxxx Xxx
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Officer
AGREED TO:
Purchasers:
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