First Amendment to Warrant Agreement between World Commerce Online, Inc. and Theodore D. Gelman

Summary

World Commerce Online, Inc. and Theodore D. Gelman have agreed to amend a previously issued warrant that allows Gelman to purchase shares of the company's stock. The amendment changes the exercise price and certain investment thresholds, clarifies definitions, and updates specific terms related to the warrant's exercise. All other terms of the original warrant remain unchanged. This amendment is effective as of February 14, 2001.

EX-4.28 29 g69370ex4-28.txt FIRST AMENDMENT TO THEODORE D. GELMAN WARRANT 1 EXHIBIT 4.28 FIRST AMENDMENT TO WARRANT THIS FIRST AMENDMENT TO WARRANT (this "AMENDMENT") is made as of February 14, 2001 by and between World Commerce Online, Inc., a Delaware corporation (the "COMPANY"), and Theodore D. Gelman (the "WARRANT HOLDER"). RECITALS: WHEREAS, the Company granted the Warrant Holder a warrant dated as of January __, 2001 representing the right to purchase shares of capital stock of the Company under the terms of the warrant; and WHEREAS, the parties agree to amend the Warrant to amend certain definitions and the provisions relating to the exercise price, and to clarify certain other provisions. NOW, THEREFORE, in consideration of the mutual promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows: 1. Recitals. The foregoing recitals are true and correct and form a part of this Amendment. 2. Amendments to the Warrant. The Warrant shall be amended as follows: (a) The "$5.00" in the first line of Section 1(d)(i)(A) shall be deleted and shall be replaced by "$1.00". (b) Section 1(d)(i)(B) shall be amended and restated in its entirety as follows: "(B) the price per share of Series D Preferred Stock issued in an investment of no less than $10,000,000 in Series D Preferred Stock (an investment of no less than $10,000,000 in Series D Preferred Stock is referred to as a "QUALIFIED SERIES D INVESTMENT"), subject to adjustment as set forth in this Warrant." (c) In Section 1(e)(ii)(C), (1) the "$100,000" in the fourth (4th) line shall be deleted and shall be replaced by "$10,000", (2) the "$5.00" in the fourth (4th) and ninth (9th) lines shall be deleted and shall be replaced by "$1.00" in each such line, (3) the phrase "February 12, 2001" in the last sentence shall be deleted and replaced by the phrase "consummation of a Qualified Series D Investment" and (4) the phrase "Series A Qualified Investment" in the last sentence shall be deleted and replaced by the phrase "Qualified Series D Investment". (d) In Section 1(e)(ii)(D), the "$100,000" in the fourth (4th) line shall be deleted and shall be replaced by "$10,000", and the "$4" in the fourth (4th) and last lines of shall be deleted and shall be replaced by "$1.00" in each such line. (e) The "$100,000" in the ninth (9th) line of Section 7(d)(9) shall be deleted and shall be replaced by "$10,000". 2. Non-Modification. Except to the extent amended and modified hereby, all terms, provisions and conditions of the Loan Agreement shall continue in full force and effect and shall remain unmodified and enforceable. IN WITNESS WHEREOF, the parties have executed this Amendment effective as of the date first above written. WORLD COMMERCE ONLINE, INC., as Borrower By: /s/ Mark E. Patten ----------------------------------------- Mark E. Patten, Chief Financial Officer /s/ Theodore D. Gelman -------------------------------------------- Theodore D. Gelman, as Lender