EX-10.23 3 amendpa.txt AMENDMENT TO COMMON STOCK PURCHASE AGREEMENT THIS AMENDMENT TO COMMON STOCK PURCHASE AGREEMENT (this "Amendment") is made as of the 8th day of November, 2000, by and between Cambex Corporation, a Massachusetts corporation (the "Company"), and Thumberland Limited, a British Virgin Islands corporation (the "Purchaser"). W I T N E S S E T H: WHEREAS, the Company and the Purchaser entered into a Common Stock Purchase Agreement dated as of July 14, 2000 (the "Purchase Agreement") in connection with (i) the sale by the Company to the Purchaser of certain shares of the Company's Common Stock, $0.10 par value per share, to be issued to the Purchaser and (ii) the issuance by the Company to the Purchaser of Warrants, each in accordance with the terms and conditions of the Purchase Agreement; WHEREAS, the Company and the Purchaser desire to amend the Purchase Agreement; and WHEREAS, Section 9.3 of the Purchase Agreement provides that no provision of the Purchase Agreement may be amended other than by a written instrument sign by the party against whom enforcement of any such amendment is sought and the Company and the Purchaser have executed and delivered this Amendment; NOW, THEREFORE, in consideration of the mutual promises contained herein and other good and valuable consideration, the receipt and legal sufficiency of which are hereby acknowledged, the Company and the Purchaser hereby agree to amend the Purchase Agreement and hereby agree as follows: 1. Amendment to Common Stock Purchase Agreement. The Purchase Agreement is hereby amended by: (a) inserting the following new subsection at the end of Section 5.2 immediately following subsection 5.2(f) of the Purchase Agreement: " (g) Listing of Common Stock. The Common Stock shall not be de-listed from the OTC Bulletin Board unless such de- listing is in connection with the listing of the Common Stock on the American Stock Exchange, the Nasdaq National Market, the Nasdaq SmallCap Market, or the New York Stock Exchange."; (b) deleting the words "be obligated to" that appear in the fourth sentence of subsection 6.1(b) of the Purchase Agreement; (c) deleting in its entirety the last sentence of subsection 6.1(d) of the Purchase Agreement and inserting in place thereof the following sentence: "If the Average Daily Price on a given Trading Day is less than the Threshold Price, then the Purchaser's Draw Down will be reduced by 1/22nd and that day shall be withdrawn from the Draw Down Pricing Period."; and (d) deleting in its entirety subsection 7.2(a) of the Purchase Agreement and inserting in place thereof the following subsection 7.2(a): " (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, or (ii) the Company files for protection from creditors under any applicable law." 2. Closing Date. The Closing Date shall be the date of this Amendment, except that the Closing Date with respect to the Company's issuance of the Warrants shall remain July 20, 2000. 3. Purchase Agreement to Remain in Effect. Except as specifically amended by the terms of this Amendment, the Purchase Agreement shall remain unmodified and in full force and effect in accordance with its terms. 4. Defined Terms. All capitalized terms used but not defined in this Amendment shall have the meanings ascribed to such terms in the Purchase Agreement. 5. Counterparts. This Amendment by be executed in one or more counterparts, each of which shall be deemed an original and all of which taken together shall constitute one and the same agreement. 6. Governing Law. This Amendment shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to its principles of conflicts of laws. IN WITNESS WHEREOF, this Amendment to Purchase Agreement has been executed as an agreement under seal as of the date first above written by the Company and the Purchaser. CAMBEX CORPORATION By: /s/ Joseph F. Kruy (Signature) Print Name: Joseph F. Kruy Print Title: President THUMBERLAND LIMITED By: /s/ Hans Gassner (Signature) Print Name: Hans Gassner Print Title: Authorized Signatory