Exhibit 4.4
CONSENT AND AMENDMENT NO. 1 TO THE
REPRESENTATIVE'S WARRANT AGREEMENT
This Consent and Amendment No. 1 between the Company and Xxxxxx X. Xxxx, an
individual ("Xxxx"), dated as of August __, 1998 ("Amendment No. 1") to the
Representative's Warrant Agreement (the "Agreement") dated as of April 7, 1997
between e-Net, Inc. (the "Company") and Xxxxxx Xxxxx Securities, Inc. (the
"Representative").
W I T N E S S E T H:
WHEREAS, the Company and the Representative entered into the Agreement
providing for the issuance by the Company to the Representative and/or persons
related to the Representative as those persons are defined in Rule 2710 of the
NASD Rules of Conduct (the "Holder"), 150,000 warrants (the "Common Stock
Representative Warrants") to purchase 150,000 shares of the Company's common
stock (the "Shares") and 150,000 warrants (the "Warrant Representative Warrants"
and, together with the Common Stock Representative Warrants, the "Warrants") to
purchase 150,000 of the Company's Common Stock Purchase Warrants (the
"Underlying Warrants") exercisable to purchase 150,000 shares of the Company's
common stock;
WHEREAS, the Warrants were issued to the Holders by the Company on April 7,
1997;
WHEREAS, Section 15 of the Agreement provides that the terms and provisions
of the Agreement may not be modified, waived or amended except in a writing
executed by the Company and the Holders of at least a majority of the Warrants,
the Shares, the Underlying Warrants and the common stock issuable upon the
exercise of the Underlying Warrants (collectively, the "Registrable Shares")
based on underlying numbers of shares of common stock;
WHEREAS, Section 15 of the Agreement provides that notice of any
modification, waiver or amendment shall be promptly provided to any Holder not
consenting to such modification, waiver or amendment;
WHEREAS, Xxxx, as the Holder of a majority of the Registrable Shares based
on underlying numbers of shares of common stock, and the Company wish to amend
the Agreement to reflect the original intent of the parties thereto; and
WHEREAS, the Company wishes to provide notice of this Amendment No. 1 to
the non-consenting Holders pursuant to the Agreement.
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. Amendment of Section 3.1(ii) of the Agreement
Section 3.1(ii) is hereby amended by deleting the words after the word "by"
in the twelfth line thereto through the period at the end of that sentence and
inserting the following:
(ii) the then per share Market Value or Purchase Price, whichever is
greater.
2. Miscellaneous
a. The Agreement, as hereby amended, is ratified and confirmed in all
respects and shall remain in full force and effect in accordance with its terms.
b. All references to the Agreement shall mean such Agreement as amended
hereby and as it may in the future be amended, restated, supplemented or
modified from time to time.
c. This Amendment No. 1 shall be construed and interpreted in accordance
with the laws of the State of Florida without giving effect to the rules of said
State governing the conflicts of laws.
d. The Company shall cause this Amendment No. 1 to be mailed to each Holder
listed on Annex A hereof by first class registered mail, return receipt
requested.
e. This Amendment No. 1 may be executed in counterparts and each of such
counterparts shall for all purposes be deemed an original, and such counterparts
shall together constitute but one and the same instrument.
[SIGNATURES APPEAR ON THE FOLLOWING PAGE]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to
be duly executed, as of the day and year first above written.
e-Net, Inc.
/s/ Xxxxxx X. Xxxxxx
-------------------------
By: Xxxxxx X. Xxxxxx
Title: President
/s/ Xxxxxx X. Xxxx
-------------------------
Xxxxxx X. Xxxx
Annex A
HOLDERS
Xxxxxxx Xxxxxxxxx
8626 X. Xxxxxxxx
-----------------
Xxxxx, Xxxxxxxx 00000
-----------------
Xxxxx Xxxx
0000 X.X. 00xx Xxxxxx
-----------------
Xxxxxx Xxxxx, Xxxxxxx 00000
-----------------
Xxxxx X. Xxxxxx
0000 X.X. 00xx Xxx
-----------------
Xxxx Xxxxx, XX 00000
-----------------
Xxxxx Xxxx Gusrae
00000 Xxxx Xxx Xxxxxx
Xxxxxx Xxxxx, XX 00000
