EXHIBIT 10.1 (v)
Xxxxxxx.xxx, Inc., 00 Xxxxxxx Xxxxxx, Xxxxxxxxx, XX 00000
Phone: 000-000-0000 Fax: 000-000-0000
June 1, 2000
Xxxxx X. Xxxxxxxxx
00 Xxxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
AMENDMENT NO. 2 TO FINDERS AGREEMENT
Dear Xxx:
This will constitute and confirm our amendment to the Finders Agreement dated
March 16, 1999 (the "Finders Agreement") as amended on December 29, 1999 for
Xxxxx X. Xxxxxxxxx (the "Xxxxxxxxx") to act as a finder for Xxxxxxx.xxx, Inc.
(the "Company"), in accordance with the terms, provisions and conditions of the
Finders Agreement.
1. Section 2 shall be amended to read as follows:
"As full and complete compensation for Armenakis' services rendered
hereunder, commencing January 1, 2000, Armenakis shall have the
compensation due under this Finders Agreement payable in cash, Company
Stock (the "Shares") and Company Warrants (the "Warrants") as follows: (i)
fifteen (15%) percent of the funds invested on an equity basis payable in
cash, (ii) ten (10%) percent of all Shares issued; and (iii) ten (10%)
percent of all Warrants issued, by the Company under this Agreement."
2. Section 3 amended to read as follows:
"Finder covenants and agrees that the Shares of the Company's Common Stock
which Armenakis is acquiring pursuant to this Agreement are being acquired
by Armenakis, for his own account for investment only and not with a view
to the distribution of all or any part thereof, as the phrases "investment
only" and "distribution" have meaning under the Securities Act of 1933, as
amended, (the "Act"), or for the sale in connection any distribution, and
that such Shares will not be transferred except in accordance with the
registration requirements of the Act or as applicable. Finder understands
that under existing law (i) all of the Shares may be required to be held
indefinitely, unless a Registration Statement is effective and current
with respect to the Shares under the Act or an exemption from such
registration is available, (ii) any sales of the Shares in reliance upon
Rule 144
1
EXHIBIT 10.1 (v)
promulgated under the Act may be made only in amounts in accordance with
the terms and conditions of the Rule, and (iii) in the case of securities
to which that Rule is not applicable and which are not registered,
compliance with Regulations promulgated under the Act or some other
disclosure exemption will be required. The Shares will be authorized but
unissued shares of the Common Stock, $.001 par value per share, of the
Company, and Armenakis agrees to sign an Investment Letter for all Shares
issued to him under this Agreement, or if Armenakis has the Stock issued
to a third party, said third party shall sign an Investment Letter.
Armenakis covenants and agrees that the certificates representing such
Shares shall contain the following legend, or one similar thereto;
"THE SHARES REPRESENTED BY THIS CRTIFICATE WERE ACQUIRED FOR
INVESTMENT ANDHAVE NOT BEENREGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED ("ACT"). NO SALE, OFFER TO SELL OR TRANSFER OF THE SHARES
REPRESENTED BY THIS CERTIFICATE SHALL BE MADE IN THE ABSENCE OF AN
EFFECTIVE REGISTRATION STATEMENT FOR THE SHARES UNDER THE ACT OR AN
OPINION OF COUNSEL TO THE COMPANY THAT REGISTRATION IS NOT REQURIED UNDER
THE ACT."
3. All other terms and conditions of the Finders Agreement remain in full
force and effect.
If the foregoing is in accordance with your understanding, will you kindly
signify same by signing this Finders Agreement Amendment in the space provided
below.
Sincerely,
Agreed and Accepted XXXXXXX.XXX, INC.
as of the above date
/s/ Xxxxx X. Xxxxxxxxx /s/ Xxxx X. Xxxxx
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Xxxxx X. Xxxxxxxxx Xxxx X. Xxxxx
President
