SECOND AMENDMENT TO
SECURITIES PURCHASE AGREEMENT
THIS SECOND AMENDMENT TO SECURITIES PURCHASE AGREEMENT ("Second Amendment") is
made with effect as of June 15, 1998, by and between BP SOFTWARE', LTD., a Texas
limited partnership ("Buyer"), and MIDISOFT CORPORATION, a Washington
corporation ("Company").
WITNESSETH:
WHEREAS, Buyer and Company entered into that certain Securities Purchase
Agreement, dated October 28, 1997, relating to the proposed sale and purchase in
various tranches of an aggregate of $4,000,000 principal amount of the
Debentures of the Company and Warrants related thereto, as more particularly
described in such Agreement; and
WHEREAS, Buyer and Company entered into that certain First Amendment to
Securities Purchase Agreement, dated January 7, 1998, amending in certain
respects the terms of such Agreement (the Agreement, as amended, hereinafter
referred to as the "Contract"); and
WHEREAS, as used herein, all capitalized terms shall have the same meanings
and definition! as set forth in the Contract except as specifically modified
herein; and
WHEREAS, Buyer and Company desire to further amend the Contract as herein
provided.
NOW, THEREFORE, for good and valuable consideration, the receipt, adequacy
and sufficiency of which are hereby acknowledged, and in further consideration
of the mutual covenants and agreements herein set forth, the parties hereto
agree as follows:
SECTION 1. THE $1,000,000 JUNE 15, 1998 PURCHASE. With respect only to the
proposed $1,000,000 June 15, 1 998 purchase by Buyer of $1,000,000 principal
amount of the Debentures of the Company and Warrants related thereto, the
Contract and all Exhibits thereto are hereby amended in all
appropriate places to provide that Buyer agrees to purchase from the Company
in the June 15, 1998 tranche, for a $500,000 aggregate purchase price, (a)
$500,000 principal amount of Senior Convertible Secured Notes of the Company
maturing on June 15, 2003, and bearing interest at the rate of one (1%) per
annum to be paid in annual installments in arrears on the anniversary date
hereof, the principal amount of which Notes shall be, at the option of the
Holder thereof, convertible at any time, in whole or in part, upon ninety
(90) days' written notice, into 2,500,000 shares of Common Stock of the
Company at a conversion price for each share of Common Stock equal to twenty
cents ($0.20) per share and (b) a five (5) year Warrant entitling the Holder
thereof to subscribe for, purchase and receive 500,000 fully paid and
non-assessable shares of Common Stock of the Company at the Exercise Price of
seventy-five cents ($0.75) per share. The Notes shall be secured by first,
prior and perfected interests in all intellectual property rights, fixed
assets and contracts for product delivery of the Company. Subordinated and
perfected interests in such collateral shall secure the Debentures of the
Company previously purchased by Buyer. Such Holder shall have the option to
purchase from the Company prior to December 31, 1998, for additional $500,000
purchase price, an additional $500,000 principal amount of Senior Convertible
Secured Notes with terms and conditions similar to those referenced above,
the principal amount of which Notes shall be, at the option of the holder
thereof, convertible at any time, in whole or in part, into shares of Common
Stock of the Company at a conversion price for each share of Common Stock
equal to forty-seven percent (47%) of the value of each share for the ten
(10) trading days prior to the exercise of such option.
SECTION 2. DEBT RESTRICTIONS. The Company covenants and agrees that
prior to the payment In full or conversion in full of such Notes1 the Company
shall not incur any bank or commercial finance debt, except in the ordinary
course of business, without the express written consent of the Holder of the
Notes.
SECTION 3. APPOINTMENT OF DIRECTORS. The word "two" in lines 5 and 6 of
Section 11 of the Contract is deleted and the word "three" is substituted in
lieu thereof. Buyer hereby appoints Xxxxx Xxxxx, Xxxxx Xxxxxxx and Xxxxxx
Xxxxxx to the Board of Directors of the Company.
SECTION 4. USE OF PROCEEDS. Company shall use the proceeds from the
Notes for such purposes and in such amounts as have been previously approved
in writing by the Holder.
SECTION 5. CONTRACT IN FORCE. Buyer and Company hereby acknowledge and
agree that, except as expressly modified in this Second Amendment, the terms
and provisions of the Contract as previously written shall remain in full
force and effect. The provisions of this Second Amendment shall control if
there is a conflict with the provisions of the Contract.
SECTION 6. EXECUTION OF AMENDMENT. Any facsimile signature appearing
hereon shall be deemed an original, and this Second Amendment may be executed
simultaneously in two or more counterparts. each of which shall be deemed an
original and all of which together shall constitute one and the same
instrument.
IN WITNES'S WHEREOF, the parties hereto have executed this Second Amendment
as of this day and year first above written.
BUYER:
BP SOFTWARB, LTD.
a Texas Limited Partnership
By: BP Software GI', L.L.C. General
Partner
By:______________________________
Xxxxx X. Xxxxxx, Manager
COMPANY:
MIDISOFT CORPORATION
a Washington Corporation
By:______________________
Xxxxx Xxxxxx
CEO/President
