SOFTWARE PUBLISHING CORPORATION HOLDINGS, INC.
0X Xxx Xxxx
Xxxxxxxxx, Xxx Xxxxxx 00000
April 28, 1998
X.X. Xxxxxxx & Co., Inc.
X.X. Xxxxxxx Holdings, Inc.
00 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Gentlemen:
Notwithstanding the terms of the Financial Advisory Agreement between us
dated November 20, 1997, as amended (the "Agreement"), we hereby agree as
follows:
1. With respect to any funds raised for Software Publishing Corporation
Holdings, Inc. (the "Company") by MSF in connection with the offer and sale in
April or early May 1998 of the Company's common stock, par value $.001 per share
(the "Common Stock"), by Messrs. Xxxxxxx Xxxxxxx, Xxxx Xxxxx (or any entities
affiliated with them) or any other investors introduced by MSF on which a
commission is payable (collectively the "Subscribers"), the subscription price
per share shall be $.43 and the commission or fee to be paid to MSF shall be
6.9% of the gross amount paid for the Common Stock sold to the Subscribers, so
that the Company receives $.40 per share net.
2. Any other subscription for Common Stock of the Company in connection
with which no commission fee shall be payable to MSF shall be at a price equal
to $.40 per share.
3. All warrants and options to purchase shares of Common Stock owned by
X.X. Xxxxxxx & Co., Inc. or X.X. Xxxxxxx Holdings, Inc. and the assignees
thereof shall have an exercise price of $1.06 per share as a result of the sale
of Common Stock to the Subscribers, pursuant to the terms of the Agreement. In
addition, pursuant to Section 5.7 of the warrants issued to X.X. Xxxxxxx
Holdings, Inc. and its assignees, the exercise price of all such warrants shall
hereafter be $1.0075 per share of Common Stock and the number of shares of
Common Stock issuable upon exercise thereof shall equal 1.1945 times the number
of shares of Common Stock issuable upon exercise thereof as set forth in the
terms thereof.
4 No other compensation or remuneration, including any warrants or options,
shall be paid to MSF in connection with the above-described transactions.
If the above is your understanding of this Agreement, please sign on the
line where indicated below.
SOFTWARE PUBLISHING CORPORATION
HOLDINGS, INC.
By: /s/ Xxxx X. Xxxxxxxxx
Xxxx X. Xxxxxxxxx
President and Chief Operating Officer
Accepted and agreed to as
of the date first above written:
X.X. XXXXXXX & CO., INC.
By: /s/ Xxxxxx X. Xxxxxxxx
Xxxxxx X. Xxxxxxxx
Chairman
X.X. XXXXXXX HOLDINGS, INC.
By: /s/ Xxxxxx X. Xxxxxxxx
Xxxxxx X. Xxxxxxxx
Chairman
