V-ONE CORPORATION
SHARES OF COMMON STOCK
AMENDMENT NO. 1 TO PLACEMENT AGENT AGREEMENT
This Amendment No. 1 dated November 9, 1998 to the Placement Agent
Agreement dated October 9, 1998, (the "AGREEMENT") by and between V-ONE
Corporation, a Delaware corporation (the "COMPANY"), and LaSalle St. Securities,
Inc., an Illinois corporation (the "PLACEMENT AGENT").
The Company and the Placement Agent hereby agree to amend the Agreement as
set forth below:
1. The second paragraph on the page 1 of the Agreement is hereby amended
and restated in its entirety as follows:
The Company proposes to offer and sell solely to "accredited investors" as
such term is defined in Regulation D ("REGULATION D") promulgated under the
Securities Act of 1933, as amended (the "ACT"), upon the terms and subject to
the conditions set forth in the accompanying form of subscription agreement (the
"SUBSCRIPTION AGREEMENT") attached as an exhibit to the Offering Memorandum (as
defined below), 1,800,000 shares of the Company's common stock, par value $0.001
per share ("COMMON STOCK"), at a price of $2.00 per share (the "OFFERING
PRICE"), representing gross sale proceeds of $3,600,000. The Company may sell an
additional 922,070 shares of Common Stock (an additional $1,844,140 in gross
sale proceeds) on the same terms described above (the "OVER SUBSCRIPTION
OPTION"). (The 1,800,000 shares and the 922,070 shares are hereinafter referred
to as the "SHARES"). An investor must purchase a minimum of 50,000 Shares
($100,000); however, this requirement may be waived by the Company in its sole
discretion. All Shares are offered subject to the right of the Company to reject
any subscription for Shares in whole or in part for any reason whatsoever or to
sell to any prospective investor less than the number of Shares subscribed for
by such prospective investor and subject to certain other conditions. This
transaction is referred to herein as the "OFFERING."
2. The second to the last sentence of Section 4 on page 9 is hereby
revised as follows:
The Offering will expire on the earlier of (a) the sale of 2,722,070
Shares ($5,444,140 in gross sale proceeds) or (b) November 16, 1998, unless the
Offering is extended to November 20, 1998, upon agreement of the Company and the
Placement Agent, without notice to the prospective investors.
3. The first sentence of Section 5 (a) on page 10 is hereby revised
as follows:
Upon the Closing, the Company will issue to the Placement Agent or its
designees at a per Share exercise price of $2.125 (the "WARRANT PRICE") a
warrant ("AGENT WARRANT") entitling the Agent to purchase an aggregate of 50,000
shares of Common Stock.
IN WITNESS whereof, the parties have signed this Amendment No. 1 to the
Placement Agent Agreement as of the day and year first above written.
V-ONE CORPORATION
By: /s/ Xxxxxxx X. Xxxxxxx
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Xxxxxxx X. Xxxxxxx, Chief Financial
Officer
LASALLE ST. SECURITIES, INC.
By: /s/ Xxxxxxx Xxxxx
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Xxxxxxx Xxxxx, Vice President
