Exhibit 2
Amendment No. 2 to
PURCHASE AGREEMENT
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THIS AGREEMENT (this "Amendment") is dated as of March 4, 1999, and
constitutes Amendment No. 2 to the Purchase Agreement (the "Purchase Agreement")
by and between Medical Dynamics, Inc., a Colorado corporation (the "Company"),
and The Tail Wind Fund, Ltd., a British Virgin Islands limited liability company
(the "Investor") which Purchase Agreement was made as of the 31st day of July,
1998, as amended by Amendment No. 1 dated October 30, 1998 and the convertible
debentures issued thereunder.
In consideration of the mutual promises made herein and for other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:
1. Convertible Debentures. The convertible debentures dated July 31, 1999
(CD98-001 through CD98-011) and dated November 18, 1998 (CD98-012 through
CD98-015) (each a "Debenture") be and hereby are amended as follows, which
amendment is in addition to Amendment No. 1 to the Convertible Debentures
dated July 31, 1999:
(a) The first sentence of Paragraph 2(a) be and hereby is amended to
provide that: up to one-third of the principal amount of the Debenture
is convertible from and after January 1, 1999; up to two-thirds of the
principal amount of the Debenture is convertible from and after June
1, 1999; and the entire Debenture is convertible from and after
January 1, 2000.
(b) The following new Paragraph 2(k) will be added to the Convertible
Debentures:
"(k) Notwithstanding anything to the contrary stated herein, the
holder may not convert this Debenture if the total number of shares
issuable upon conversion of this Debenture together with the shares
issued upon the conversion of (or as interest on) all other Debentures
issued pursuant to the Purchase Agreement and the shares issuable upon
exercise of the Warrants issued pursuant to the Purchase Agreement
will exceed 1,880,000 (being less than 20% of the total number of
shares outstanding at July 31, 1998). If the holder is prevented by
the preceding sentence from converting this Debenture, the holder may,
upon six months notice to the Company, cause the Company to redeem
this Debenture for 115% of the remaining principal amount."
2. This Amendment to the Purchase Agreement and the Registration Rights
Agreement constitutes a part of and a modification to the Purchase
Agreement, the Registration Rights Agreement, Warrant Agreements, and the
Debentures as set forth herein, and references herein to the Purchase
Amendment - Medical Dynamics, Inc. and The Tail Wind Fund, Ltd. Page 1
Agreement, the Registration Rights Agreement, Warrant Agreement, and the
Debentures shall mean the Purchase Agreement, the Registration Rights
Agreement, Warrant Agreements, and the Debentures as modified hereby.
Except as modified hereby, the Purchase Agreement, the Registration Rights
Agreement, the Warrant Agreements, and the Debentures shall remain in ful
force and effect in accordance with its stated provisions.
3. This Amendment may be signed in counterparts, each of which shall
constitute an original and which together shall constitute one and the same
agreement. Either party hereby may confirm legal delivery of the signed
counterparts by facsimile delivery of a copy of this Amendment to the other
party.
4. Capitalized terms used herein and not otherwise defined shall have the
meanings ascribed to them in the Purchase Agreement.
IN WITNESS WHEREOF, the Company and the Investor have made this Amendment
as of the date first above written.
MEDICAL DYNAMICS, INC. THE TAIL WIND FUND, LTD.
By: /s/ Van ▇. ▇▇▇▇▇▇▇ By: /s/ Brighton Holdings Limited
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Van ▇. ▇▇▇▇▇▇▇, President Title: Sole Director
Amendment - Medical Dynamics, Inc. and The Tail Wind Fund, Ltd. Page 2
