FIRST AMENDMENT
TO
SUBSCRIPTION AGREEMENT
This First Amendment to Purchase and Sale Agreement ("First Amendment") is
made as July 31, 1999, by and between CyNet, Inc., a Texas corporation (the
"Company") and Cynet Holdings, LLC, a Texas limited liability company
("Subscriber").
WHEREAS, the undersigned parties have entered into that certain
Subscription Agreement dated as of July 22, 1998 (the "Subscription Agreement"),
providing, among other things, for the Subscriber's agreement to provide the
Company up to $10,000,000 of equity capital in exchange for shares of the
Company's Class A Common Stock; and
WHEREAS, the parties desire to amend the Subscription Agreement as set
forth below.
NOW, THEREFORE, in consideration of the premises, and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:
1. Extension of Deadline for Installments. Section 1(a) is amended to provide
that the date on which all outstanding installments for the subscription
for the Shares are due and payable is December 31, 1999, in lieu of
December 31, 1998.
2. Issuance of Class B Common Stock. Section 1 is further amended by adding
the following new subsection (d), which reads as follows:
"(d) In the event the Company determines that there is an
insufficient number of shares of Class A Common Stock for issuance
under this Agreement, the Company shall issue shares of its Class B
Common Stock, no par value per share (the "Class B Common Stock") in
lieu of Class A Common Stock. As used herein, the terms "Shares" and
"Securities" as used throughout this Agreement are deemed to include
all shares of Class B Common Stock acquired by Subscriber pursuant
to this Section 1(d)."
3. Miscellaneous.
(a) This First Amendment is irrevocable, and may not be amended,
modified or supplemented except by written instrument executed by
the parties hereto.
(b) This First Amendment shall inure to the benefit of the parties
hereto, their respective successors and assigns.
(c) This First Amendment shall be governed by and construed in
accordance with the laws of the State of Texas.
(d) Any capitalized term not otherwise defined herein shall have the
meaning given to it in the Subscription Agreement.
(e) Except as expressly amended by this Amendment, the terms, provisions
and conditions of the Subscription Agreement are unchanged, and the
Subscription Agreement, as so amended, shall remain in full force
and effect and is hereby confirmed and ratified.
IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to
be duly executed effective as of the date first above written.
SUBSCRIBER:
CYNET HOLDINGS, LLC
By: /s/ Xxxxxxx X. Xxxxx, Xx.
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Xxxxxxx X. Xxxxx, Xx., President
THE COMPANY:
CYNET, INC.
By: /s/ Xxxxxx X. Xxxxx
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Xxxxxx X. Xxxxx, Vice President
and General Counsel
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