Amendment to Common Stock
Purchase Warrant Agreement
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This Amendment (the "Amendment") to the Common Stock Purchase Warrant
Agreement (the "Warrant Agreement") is made as of February 9, 2000 between Xxxx
Technology, Inc. (the "Company") and Reliance Trust Company (the "Warrant
Agent"), the successor warrant agent to Mid-America Bank of Louisville and Trust
Company.
WHEREAS, the Company has determined to extend the expiration date of the
Common Stock Purchase Warrants (the "Warrants") issued pursuant to the Warrant
Agreement on August 1, 1997; and
WHEREAS, in connection with such extension, the parties amend the Warrant
Agreement as provided herein;
NOW, THEREFORE, in consideration of the mutual agreements contained herein,
the parties hereto agree as follows:
1. In connection with the amendment of this Warrant Agreement, the
Company shall notify the holders of the Warrants of the extension of the
expiration date and may prepare new certificates representing the Warrants
reflecting the extension of the expiration date. The Warrant Agent shall
distribute the notice and, if prepared, such revised certificates to the holders
of record of the Warrants and the Company shall pay the Warrant Agent the agreed
upon price for such services.
2. Section 2.02 of the Agreement is amended to read as follows:
2.02. Duration of Warrants. Warrants may be exercised only on or
before July 31, 2001 (the "Expiration Date"). Notwithstanding the
foregoing, if notice has been given as provided in Article III hereof
in connection with the liquidation, dissolution or winding up of the
Company, the Warrants shall expire at the close of business on the
third full business day before the date specified in the notice as the
record date for determining holders of stock entitled to receive any
distribution upon the liquidation, dissolution or winding up;
provided, however, that such date is at least 5 business days after
the date of the notice.
3. The addresses to which notice should be given in Section 7.04 are
hereby changed as follows:
To the Company: Xxxx Technology, Inc.
0000-X Xxxxx Xxxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxxxx 00000
Attn.: President
To the Warrant Agent: Reliance Trust Company
0000 Xxxxxxxxx Xxxx, Xxxxx 000
Xxxxxxx, Xxxxxxx 00000-0000
Attn.: Xxxxxx XxXxxxxx
4. All references to the Warrant Agent and its location shall be changed
to Reliance Trust Company in Atlanta, Georgia.
5. All other provisions of the Warrant Agreement shall remain the same
and in full force and effect.
WITNESS the signatures of the parties to this Amendment as of the date
first above written.
Xxxx Technology, Inc. Reliance Trust Company
By: /s/Xxxxxxx X. Xxxx By: /s/Xxxxxx X. XxXxxxxx
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Title: President and CEO Title: Senior Vice President
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