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EXHIBIT 10.19
May 17, 1999
Xxxxxxxx Capital Management, Inc.
00 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxxx X. Xxxxx
Dear Sirs:
This letter confirms the understanding between Information Architects
Corp. (formerly Alydaar Software Corporation) ("IAC") and Xxxxxxxx Capital
Management, Inc. ("Xxxxxxxx") relating to (i) the amendment and waiver of
certain provisions of the Securities Purchase Agreement, dated March 5, 1999,
between IAC and Xxxxxxxx (the "Securities Purchase Agreement") and (ii) the
amendment of the Warrant issued pursuant to the Securities Purchase Agreement
and currently held by Xxxxxxxx (the "Warrant"). Capitalized terms used herein
and not otherwise defined shall have the respective meanings specified in the
Securities Purchase Agreement.
1. Waiver. In connection with the proposed transaction between IAC
and King LLC ("King") under the terms of which King would (i) purchase a 6%
Convertible Debenture due 2004 with a principal amount of $5,000,000 (the "King
Debenture") and (ii) agree to purchase common stock of IAC ("Common Stock")
from time to time for an aggregate purchase price of up to $5,000,000 (the
"Proposed Transactions"), Xxxxxxxx hereby waives the obligations of IAC under
paragraphs 4.10 ("Capital Raising Limitations") and 4.11 ("Right of First
Offer"), respectively, of the Securities Purchase Agreement as such obligations
apply to the Proposed Transactions.
2. Amendment of Securities Purchase Agreement. Upon the purchase of
the King Debenture by King for a purchase price of $5,000,000, the Securities
Purchase Agreement shall be deemed to be amended so that paragraph 4.10
("Capital Raising Limitations") is deleted in its entirety.
3. Amendment of Warrant. The Warrant is hereby amended so that the
term "Exercise Price" (as defined in paragraph 1 of the Warrant) shall, from
and after the date hereof, be equal to $2.15625 (subject to adjustment for the
events specified in the Warrant).
4. Payment by IAC. IAC agrees, in consideration for the agreements
made by Xxxxxxxx herein, to pay to Xxxxxxxx the sum of twenty five thousand
dollars ($25,000), such payment to be made by wire transfer to the account
specified on Annex I hereto on the date on which King purchases the King
Debenture. In the event that such amount is not paid in full within two (2)
business days following such date, the waiver contained in paragraph 1 hereof
and the amendment to the Securities Purchase Agreement contained in paragraph 2
hereof shall have no further force or effect.
5. Remaining Terms Unaffected. Except as specifically amended
hereby, the respective terms of the Securities Purchase Agreement and the
Warrant in effect on the date hereof shall remain unaffected and in full force
and effect.
6. Further Assurances. The parties agree that they will execute
such documents and do such other things as may be required in order to
effectuate the intent of this letter.
7. Governing Law. This letter shall be governed by and construed in
accordance with the laws of the State of New York (other than the conflict of
laws provisions thereof).
If the foregoing correctly sets forth the understanding between IAC
and Xxxxxxxx with respect to the
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matters described herein, please sign below in the space indicated, whereupon
this letter shall constitute a binding letter between the parties.
Information Architects Corp.
By:
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Name:
Title:
Accepted and Agreed:
Xxxxxxxx Capital Management, Inc.
By:
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Xxxxx X. Xxxxx
President
