ESYNCH CORPORATION
00000 Xxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxx 00000
(000) 000-0000
Fax (000) 000-0000
as of October 29, 1999
To each of the Entities Listed
on Schedule A attached hereto
RE: AMENDMENT TO THE SECURITIES PURCHASE AGREEMENT
RELATING TO THE SERIES J CONVERTIBLE PREFERRED STOCK
Gentlemen:
Reference is made to (i) the Securities Purchase Agreement, dated
as of July 22, 1999 (the "Purchase Agreement"), among eSynch Corporation (the
"Company") and each of the purchasers listed on Schedule A attached hereto
(collectively, the "Purchasers"), (ii) the Registration Rights Agreement,
dated as of July 22, 1999 (the "Registration Rights Agreement"), among the
Company and the Purchasers, and (iii) the Escrow Agreement, dated as of July
22, 1999 (the "Escrow Agreement"), among the Company, the Purchasers and the
Escrow Agent named therein. Capitalized terms used and not otherwise defined
herein shall have the meanings respectively assigned to them in the Purchase
Agreement.
Each of the Purchasers and the Company agree and acknowledge that
as of the date of this letter agreement, the Purchasers have purchased in the
aggregate 250 shares of Preferred Stock and Warrants to purchase 187,500
shares of the Company's common stock, par value $.001 per share (the "Common
Stock") for an aggregate purchase price of $2,500,000.
Notwithstanding anything to the contrary contained in any of the
Transaction Documents, including but not limited to Section 1.1 of the
Purchase Agreement, each of the Purchasers, the Company and Talbiya
Investments Ltd. (the "Additional Purchaser") agrees and acknowledges that
the Company shall sell and issue to the Additional Purchaser, and the
Additional Purchaser agrees to purchase from the Company, 12.5 shares of
Preferred Stock and Warrants to purchase 9,375 shares of Common Stock for an
aggregate purchase price of $125,000 (the "Purchase Price"). Each of the
Purchasers, the Company and the Additional Purchaser agrees and acknowledges
that the Additional Purchaser shall become a party to the Purchase Agreement,
the Registration Rights Agreement and the Escrow Agreement and upon execution
of such documents and payment of the Purchase Price shall be considered a
"Purchaser" therein.
Notwithstanding anything to the contrary contained herein or in any
of the Transaction Documents, each of the Company, the Purchasers and the
Additional Purchaser agrees and acknowledges that the term "Final Closing
Date" for purposes of the Purchase Agreement, the Registration Rights
Agreement and the other Transaction Documents shall mean September 30, 1999,
the closing date of the second tranche of $1,000,000 of Preferred Stock and
Warrants. Accordingly, the Filing Date (as that term is used in the
Registration Rights Agreement) of the Registration Statement shall mean
November 29, 1999 and the Effectiveness Date (as that term is used in the
Registration Rights Agreement) shall mean February 28, 2000.
Except as set forth in this letter agreement, this letter agreement
does not in any manner amend any of the Transaction Documents and the
Transaction Documents shall remain and continue in full force and effect.
Please acknowledge your agreement to the foregoing by signing in
the space provided below and returning an executed copy of this letter
agreement to the Company.
Very truly yours,
ESYNCH CORPORATION
By: Xxxxxx X. Xxxxxxxxx
---------------------------------------
Name: Xxxxxx X. Xxxxxxxxx
Title: CEO
AGREED AND ACKNOWLEDGED:
GILSTON CORPORATION, LTD.
By:
------------------------------
Name:
Title:
MANCHESTER ASSET MANAGEMENT, LTD.
By:
------------------------------
Name:
Title:
-2-
TRITON PRIVATE EQUITY FUND L.P.
By: Triton Capital Management LLC, its General Partner
By:
------------------------------
Name:
Title:
AMRO INTERNATIONAL, S.A.
By:
------------------------------
Name:
Title:
ESQUIRE TRADE & FINANCE INC.
By:
------------------------------
Name:
Title:
AUSTINVEST ANSTALT BALZERS
By:
------------------------------
Name:
Title:
TALBIYA INVESTMENTS LTD.
By:
------------------------------
Name:
Title:
-3-
SCHEDULE A
Gilston Corporation, Ltd.
Xxxxxxxxx Xxxxx
Xxxxxxxxx Xxxxxx
P.O. Box N-9204
Nassau, Bahamas
Tel. No.: (000)000-0000
Fax No: (000) 000-0000
Attn: Xxxxxxx X. X. Xxxxx Xxxxxx
Manchester Asset Management, Ltd.
Xxxxxxxxx Xxxxx
Xxxxxxxxx Xxxxxx
P.O. Box N-9204
Nassau, Bahamas
Tel. No.: (000) 000-0000
Fax No: (000) 000-0000
Attn: Xxxxxxx X. X. Xxxxx Xxxxxx
Triton Private Equity Fund L.P.
000 Xxxxx Xxxxxx Xxxxxx, Xxxxx 000
Xxxxxxx, Xxxxxx 00000
Tel. No.: (000) 000-0000
Fax No.: (000) 000-0000
Attn: Xx. Xxxx X. Xxxxxxx
Amro International S.A.
40 Ultra Finance
Xxxxxxxxxxxxx Xxxxx #0
Xxxxxx, Xxxxxxxxxxx CH822
Tel. No.: (000) 000-0000
Fax No.: (000) 000-0000
Esquire Trade & Finance Inc.
Trident Xxxxxxxx
P.O. Box 146
Road Town, Tortola, BVI
Tel. No.: 000-000-000-0000
Fax No: 000-000-000-0000
Attn: Xxxxxx Xxxxxxx
-4-
Austinvest Anstalt Balzers
Xxxxxxxxxxx 000
0000 Xxxxxxxxxx
Xxxxx/Xxxxxxxxxxxxx
Xxxxxxx
Tel. No.: 000-000-000-000000
Fax No: 000-000-000-000000
Attn: Xxxxxx Grill
Talbiya Investments Ltd.
Ragnall House
00 Xxxx Xxxx
Xxxxxxx, Xxxx xx Xxx
0X00X0 Xxxxxx Xxxxxxx
Attn: Xxxxx Grin
-5-
