Warrant to Purchase Shares [Amendment No. 1] - First Virtual Holdings Inc. and First Data Corp.
AMENDMENT NO. 1 TO WARRANT
This Amendment (the "Amendment No. 1") is entered into as of March 31,
1997 among First Virtual Holdings Incorporated, Inc., a Delaware corporation
(the "Company") and First Data Corporation, a Delaware corporation ("FDC").
RECITALS
WHEREAS, on August 21, 1996 the Company issued to FDC a warrant (the
"Warrant") to purchase shares of Company Stock of the Company, which Warrant
becomes exercisable based on the distribution and activation of VirtualPINs by
FDC and its affiliates.
WHEREAS, the Company and FDC desire to amend the performance target
dates set forth in the Warrant, as well as the exercise prices specified in the
Warrant.
WHEREAS, concurrently with the execution of this Amendment No. 1, the
Company and FDC are entering into a VirtualPIN license agreement, whereby the
Company will license to FDC 350,000 VirtualPINs which FDC may relicense to end
users.
NOW THEREFORE, in consideration of the covenants, promises and
representations set forth herein, and for other good and valuable
considerations, the parties hereby agree as follows:
1. Amendment to Section 1(a).
a. Section 1(a)(i) of the Warrant is hereby amended to
read in its entirety as follows:
"This warrant shall be exercisable for (A) 375,000 shares of Common
Stock at an exercise price of $4.50 (the "First Exercise Price") in the event
that the number of Participating Cardholders equals or exceeds ******* on or
before September 15, 1997, (B) an additional 375,000 shares at an exercise price
of $2.50 (the "Second Exercise Price") in the event that the number of
Participating Cardholders equals or exceeds ******* on or before September 15,
1997, (C) an additional 375,000 shares at an exercise price of $2.00 (the "Third
Exercise Price") in the event that the number of Participating Cardholders
equals or exceeds ******* on or before September 15, 1997, and (D) an
additional 375,000 shares at an exercise price of $1.50 (the "Fourth Exercise
Price") in the event that the number of Participating Cardholders equals or
exceeds ****** on or before September 15, 1997."
b. Section 1(a)(ii) of the Warrant is hereby deleted.
2. Amendment to Section 1(b). Section 1(b) is hereby amended by
adding the following to the end of that section:
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* CONFIDENTIAL TREATMENT REQUESTED
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"For purposes of Section 1(a) hereof, the 350,000 VirtualPINs
licensed by the Company to FDC pursuant to the VirtualPIN License Agreement
dated March 31, 1997 shall be considered "activated"."
3. Full Force and Effect. Subject to the foregoing amendments, the
Warrant remains in full force and effect and is herewith confirmed.
4. Counterparts. This Amendment No. 1 may be executed in one or
more counterparts, all of which shall be considered one and the same agreement
and shall become effective when one or more counterparts have been signed by
each of the parties and delivered to the other party, it being understood that
all parties need not sign the same counterpart.
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IN WITNESS WHEREOF, the parties have executed this Amendment No. 1 as
of the date first written above.
FIRST VIRTUAL HOLDINGS FIRST DATA CORPORATION
INCORPORATED
By: /s/ Lee Stein By: /s/ Charlie Fote
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Lee H. Stein
Chairman and Chief Executive Title: Executive Vice President
Officer ----------------------------