Amendment to Common Stock Purchase Agreement between Mortgage.com, Inc. and Sugarplum Investments Limited

Summary

Mortgage.com, Inc. and Sugarplum Investments Limited have agreed to amend their existing Common Stock Purchase Agreement dated March 27, 2000. The amendment removes certain termination rights previously granted to the Purchaser and restates the conditions under which the Purchaser may terminate the agreement, including events such as a material adverse effect, de-listing of the company's stock, bankruptcy filings, or failure to register shares by August 31, 2000. All other terms of the original agreement remain unchanged.

EX-2.1(A) 2 0002.txt LETTER TO SUGARPLUM INVESTMENTS LIMITED Mortgage.com, Inc. 1643 N. Harrison Parkway Sunrise, FL 33323 ###-###-#### June 23, 2000 Sugarplum Investments Limited C/o Dr. Dr. Batliner & Partner Aeulestrasse 74 FL-9490 Vaduz, Liechtenstein Attn.: Mr. Hans Gassner Re: Amendment to Common Stock Purchase Agreement Gentlemen: Reference is made to that certain Common Stock Purchase Agreement (the "Purchase Agreement"), dated March 27, 2000, between Mortgage.com, Inc. (the "Company") and Sugarplum Investments Limited (the "Purchaser"). Section 7.2(a) of the Purchase Agreement, as currently constituted, provides that the Purchaser may terminate the Purchase Agreement in the event that (i) the Company completes any financing prohibited by Section 4.11 or (ii) the officers and directors of the Company shall beneficially own less than 25% of the outstanding Common Stock of the Company. The Company and the Purchaser hereby agree to delete said provisions from the Purchase Agreement. In consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree to restate the following section of the Purchase Agreement as follows: Section 7.2 Other Termination. (a) The Purchaser may terminate this Agreement upon one (1) Trading Day's notice if (i) an event resulting in a Material Adverse Effect has occurred, (ii) the Common Stock is de-listed from the Nasdaq SmallCap Market unless such de-listing is in connection with the listing of the Common Stock on the Nasdaq National Market, the New York or American Stock Exchanges, (iii) the Company files for protection from creditors under any applicable law, or (iv) the Registration Statement is not effective by August 31, 2000. Except as specifically amended by the terms of this letter, the Purchase Agreement shall remain unmodified and in full force and effect, and shall not be in any way changed, modified or superseded by the terms set forth herein. All terms used but not defined in this letter shall have the meanings set forth in the Purchase Agreement. If the foregoing correctly sets forth our understanding and agreement, please so indicate by signing where indicated below. MORTGAGE.COM, INC. By: /s/ Seth S. Werner ---------------------------- Seth S. Werner, President and Chief Executive Officer ACCEPTED AND AGREED TO: SUGARPLUM INVESTMENTS LIMITED By: /s/ Hans Gassner ----------------------------------- Hans Gassner, Authorized Signatory