NetCurrents, Inc.
December 27, 2000
VIA FACSIMILE
Brown Simpson Partners I, Ltd.
152 West 57th Street, 21st Floor
New York, New York 10019
Attn: Peter D. Greene
Brown Simpson Partners I, Ltd.:
Reference is made to each of the Warrants set forth on Schedule I hereto (each a
"Warrant," collectively, the "Warrants") issued by NetCurrents, Inc., a Delaware
corporation (the "Company") to Brown Simpson Partners I, Ltd. (the "Holder").
The Company hereby acknowledges and agrees that Section 4 of each Warrant shall
be null and void and of no further effect, and replaced in its entirety with the
following:
"4. Exercise Price. The initial per share exercise price of this Warrant,
representing the price per share at which each share of Common Stock issuable
upon the exercise of this Warrant may be purchased, is $1.00, subject to
adjustment from time to time pursuant to the provisions of Section 7 hereof
("Exercise Price")."
The Company further acknowledges and agrees that Section 8 of each Warrant shall
be null and void and of no further effect, and replaced in its entirety with the
following:
"8. Mandatory Exercise. If, at any time after the Initial Registration Statement
has been declared effective, the Per Share Market Value equals or exceeds the
respective price set forth below (each a "Mandatory Exercise Price") for any
period of ten (10) consecutive Trading Days (each a "Mandatory Exercise Period")
then, so long as (i) any Registration Statement (including the Initial
Registration Statement) required to be effective pursuant to the Registration
Rights Agreement is then in effect, (ii) the Company has a sufficient number of
authorized shares of Common Stock reserved for issuance upon full exercise of
the Warrants and (iii) the Company is not, and during any Mandatory Exercise
Period has not been, in breach of Section 6 hereof, the Registered Owner shall
be required to exercise the Warrant for that number of Shares subject to that
particular mandatory exercise (each a "Mandatory Exercise") in accordance with
the provisions of Section 6 hereof. This Warrant shall be exercised pursuant to
each Mandatory Exercise on no later than the third (3rd) Business Day following
such Mandatory Exercise Period.
Mandatory Number of Warrants Subject to
Exercise Price Mandatory Exercise
-------------- ------------------
$2.125 874,500
$2.50 874,500
$2.75 874,500
$3.00 874,500"
The Company further acknowledges and agrees that Section 9 of each Warrant shall
be null and void and of no further effect, and replaced in its entirety with the
following:
"9. Restriction on Exercise by Either the Registered Owner or the Company.
Notwithstanding anything herein to the contrary, in no event shall the
Registered Owner or the Company have the right or be required to exercise this
Warrant if as a result of such exercise the aggregate number of shares of Common
Stock beneficially owned by such Registered Owner and is Affiliates would exceed
9.99% of the outstanding shares of the Common Stock following such exercise. For
purposes of this Section 9, beneficial ownership shall be calculated in
accordance with Section 13(d) of the Securities Exchange Act of 1934, as
amended. The provisions of this Section 9 may be waived by a Registered Owner as
to itself (and solely as to itself) upon not less than 65 days prior written
notice to the Company, and the provisions of this Section 9 shall continue to
apply until such 65th day (or later, if stated in the notice of waiver)."
All provisions of the Warrants, except as set forth herein, shall remain in full
force and effect and the current registration statement for the Warrants, which
is presently effective, shall remain effective in accordance with the terms of
the Registration Rights Agreement dated March 3, 2000, among the Company and the
purchasers as set forth therein.
The Company further acknowledges and agrees that, if requested by the Holder at
any time, it will cancel the Warrants and immediately issue new warrants
reflecting the changes set forth herein, but acknowledges that such new warrants
are not necessary for the exercise of the Warrants in accordance with the
provisions set forth herein and therein.
NETCURRENTS, INC.
-------------------------------------
Name:
Title:
Acknowledged and Agreed:
BROWN SIMPSON PARTNERS I, LTD.
Name: Peter D. Greene
Title: Attorney-in-Fact
SCHEDULE I
----------
Warrant Number of
No. Registered Owner Shares
--- ---------------- ------
A-1 Brown Simpson Partners I, Ltd. 757,900
B-1 Brown Simpson Partners I, Ltd. 757,900
C-1 Brown Simpson Partners I, Ltd. 757,900
A-2 Brown Simpson Partners I, Ltd. 408,100
B-2 Brown Simpson Partners I, Ltd. 408,100
C-2 Brown Simpson Partners I, Ltd. 408,100