EXHIBIT 10.1
------------
AMENDMENT NO. 1 TO
SECURITIES PURCHASE AGREEMENT AND
SHAREHOLDERS AND VOTING AGREEMENT
This Amendment No. 1 to Securities Purchase Agreement and
Shareholders and Voting Agreement ("Amendment") is made and entered into
effective as of January 21, 2002, by and between PalWeb Corporation, a Delaware
corporation, (the "Company") and the persons named as Purchasers on the
signature page, collectively ("Purchaser"), (collectively, the "Parties" and
each a "Party") with reference to the following circumstances:
A. On January 4, 2002, the Company and the Purchaser
executed a Securities Purchase Agreement ("Securities Purchase
Agreement") relating to the sale of up to 700,000 shares of
Convertible Preferred Stock and Warrants to purchase up to an
additional 210,000,000 shares of Common Stock.
B. At the time of execution of the Securities Purchase
Agreement it was anticipated that the number of securities to be
issued by the Company was a total of up 750,000 shares of Convertible
Preferred Stock (rather than 700,000) and Warrants to purchase up to
225,000,000 shares of Common Stock (rather than 210,000,000) and it
is desirable to amend the Securities Purchase Agreement and related
documents to provide for the additional securities.
C. It is also desired to amend the Shareholders and Voting
Agreement executed on January 4, 2002 to eliminate Xxxxxxx Trading
Company, L.C. and Onward, LLC as parties because it was not intended
that they be parties.
In consideration of the premises and the mutual agreements contained
herein, the Parties agree as follows:
1. DEFINED TERMS. Capitalized terms used herein have the
same meaning as in the Securities Purchase Agreement.
2. SALE OF ADDITIONAL SECURITIES. In accordance with and
subject to the terms and conditions set forth in the Securities
Purchase Agreement, the Company shall sell to Westgate Investments,
L.P. ("Westgate") and Westgate shall purchase from the Company
additional securities consisting of 52,268 shares of Convertible
Preferred Stock and Warrants to purchase 15,680,400 shares of Common
Stock. Closing of the purchase shall occur simultaneously with the
execution of this Agreement at which time Westgate shall deliver to
the Company the purchase price of $522,680 and the Company shall
deliver certificates for the shares and Warrants. The Company shall
take such action as shall be necessary to amend the Certificate of
Designation of the Convertible Preferred Stock to increase the number
of shares from 700,000 to 750,000 and to increase the authorized
number of Warrants.
3. AMENDMENT TO SHAREHOLDERS AND VOTING AGREEMENT. In
connection with the closing of the Securities Purchase Agreement, the
Purchasers executed the Shareholders and Voting Agreement attached as
Exhibit "C" to the Securities Purchase Agreement. The Purchasers
executing the Shareholders and Voting Agreement included Xxxxxxx
Trading Company, L.C. and Onward, LLC. Westgate has advised the
Company that such entities should not have been parties to the
Shareholders and Voting Agreement. Accordingly, the Parties hereby
agree that the Shareholders and Voting Agreement is amended to delete
Xxxxxxx Trading Company, L.C. and Onward, LLC as parties to such
Agreement, so that such agreement will be solely between the Company
and Westgate.
4. NO OTHER AMENDMENTS. Except as amended hereby, the terms
and conditions of the Securities Purchase Agreement, the
Shareholders and Voting Agreement and the other agreements between
the Company and the Purchasers shall remain in full force and
effect.
The Parties have caused this Amendment to be duly executed as of the
date first above written.
THE COMPANY:
PALWEB CORPORATION
By: /s/ Xxxx X. Xxxxxx
---------------------------------------------------
Xxxx X. Xxxxxx
Chief Executive Officer
THE PURCHASER:
WESTGATE INVESTMENTS, L.P.
By: /s/ Xxxxxxx X. Xxxxxxxxx
---------------------------------------------------
General Partner: Westgate Capital Company, L.L.C.
By: Xxxxxxx X. Xxxxxxxxx, Manager
XXXXXXX TRADING COMPANY, LC
By: /s/ Xxxx X. Xxxxxx
---------------------------------------------------
Xxxx X. Xxxxxx
Manager
ONWARD, LLC
By: /s/ Xxxx X. Xxxxxx
---------------------------------------------------
Xxxx X. Xxxxxx
Manager
