EXHIBIT 10.6
GALACTICOMM TECHNOLOGIES, INC.
0000 X.X. 00 Xxxxxx
Xxxxx 000
Xx. Xxxxxxxxxx, Xxxxxxx 00000
September 8, 0000
Xxxxx Xxxxxxxx Partners I Limited
c/o Bayard International Trust (Luxembourg) S.A.
0 Xxx xx Xx. Xxxxxx
X-0000 Xxxxxxxxxx
Re: STOCK PURCHASE AGREEMENT (THE "AGREEMENT") AMONG
GALACTICOMM TECHNOLOGIES, INC., F/K/A I-VIEW SOFTWARE, INC.
(THE "COMPANY"),
XXXXX XXXX ("XXXX"), XXXXXXX XXXXXXX ("XXXXXXX")
AND UNION ATLANTIC PARTNERS I LIMITED ("UAL"), DATED
NOVEMBER 21, 1996
Dear Sirs:
As you are aware, the Company is currently preparing a registration
statement to be filed with the United States Securities and Exchange Commission
(the "SEC") for an initial public offering ("IPO") of its securities. As part of
the IPO, the Company requests that the Agreement be amended so that:
(a) section 8.3 of the Agreement, regarding UAL's ratchet right, be
deleted in its entirety, effective immediately; and
(b) the following sections of the Agreement be deleted as of the
date (the "Effective Date") on which the Company's Registration Statement
regarding the initial public offering is declared effective by the SEC:
(i) Section 8.1, regarding UAL's preemptive rights; and
(ii) Section 8.2, regarding UAL's anti-dilution rights.
In consideration of such amendments, the Company shall issue to UAL 30,000
shares (the "Shares") of the Company's common stock, par value $0.0001 per share
(the "Common Stock"), within 10 days of your acceptance of the amendments
contained herein. Furthermore, the Company hereby represents and warrants to UAL
that the Shares shall, upon issuance, be duly authorized, validly issued and
free from all encumbrances, other than any encumbrances created by agreements
entered into by UAL. The Shares will be subject to the registration rights
contained in Article VI of the Agreement. However, UAL shall pay the pro rata
portion of the Registration Expenses (as such term is defined in the Agreement)
relating to the registration of the Shares.
By agreeing to this amendment of the Agreement, UAL shall be deemed to
have represented and warranted to the Company as follows:
(a) UAL is acquiring the Shares for its own account and for
investment and not with a view towards, or for sale in connection with, any
distribution thereof, nor with any present intention of distributing or selling
the Shares;
Union Atlantic Partners I Limited
November 6, 1997
Page 2
(b) UAL acknowledges that it: (i) it has had the opportunity to
visit with Company and meet with its officers and other representatives to
discuss the Company's business, assets, liabilities, financial condition, cash
flow and operations; and (ii) all materials requested by UAL have been provided
to UAL to UAL's reasonable satisfaction;
(c) UAL has made its own independent examination, investigation,
analysis and evaluation of the Company; and
(d) UAL has undertaken such due diligence (including a review of the
assets, liabilities, books, records and contracts of the Company) as UAL deems
adequate.
In accordance with your request and in further consideration of your
acceptance of the amendments contained herein, the Agreement is hereby amended
by adding the following sentence to Section 13.8 of the Agreement:
"However, Purchaser may assign its rights and obligations under this
Agreement to an Affiliate of Purchaser, without the consent of the other
parties hereto. Nevertheless, Purchaser shall promptly notify the other
parties hereto of any such assignment to an Affiliate of Purchaser"
All of the other terms and conditions of the Agreement shall remained
unchanged and in full force and effect. If you agree with this amendment to the
Agreement, please: (a) sign and date this letter in the space provided below;
and (b) return an original signed copy of the letter to us.
GALACTICOMM TECHNOLOGIES, INC.
By: /s/ XXXXX XXXX /s/ XXXXX XXXX
--------------------------------- ---------------------------
Xxxxx Xxxx, Chairman & CEO Xxxxx Xxxx, individually
/s/ XXXXXXX XXXXXXX
---------------------------------
Xxxxxxx Xxxxxxx, individually
Agreed to and accepted by:
UNION ATLANTIC PARTNERS I LIMITED
By: /s/ ILLEGIBLE
--------------------------------
