AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENT
THIS AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENT ("Amendment") is made as
of the 11th day of June, 1999, by and among ▇▇▇▇▇▇'▇, Inc., a Delaware
corporation (the "Company"), Knowledge Net Holdings, L.L.C., a Delaware limited
liability company ("KNH"), and Nextera Enterprises, Inc., a Delaware corporation
("Nextera"), with reference to the following facts:
A. The Company and KNH are parties to that certain Stock Purchase
Agreement, dated as of June 11, 1999 (the "Agreement"). Initially capitalized
terms used herein shall have the meanings as defined in the Agreement unless
otherwise specified herein.
B. The parties have agreed that Nextera will purchase approximately five
percent (5%) of the Stock originally to be purchased by KNH pursuant to the
Agreement and the parties desire to amend the Agreement to make Nextera an
Investor under the Agreement.
NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS:
1. PURCHASE AND SALE OF STOCK. Section 1.1 of the Agreement is amended
to reflect that at the Closing: (a) the Company shall sell to KNH, and KNH
shall purchase from the Company, 1,295,454 (post-split) shares of the Stock for
an aggregate consideration of $7,073,179, and (b) the Company shall sell to
Nextera, and Nextera shall purchase from the Company, 68,182 (post-split) shares
of the Stock for an aggregate consideration of $372,274.
2. NEXTERA AS AN INVESTOR. Sections 5.7, 6.2 and 6.5 of the Agreement
shall not be applicable to Nextera. Nextera is an Affiliate of KNH for purposes
of Section 6.3 of the Agreement as long as KNH or any Affiliate of KNH holds
shares of Nextera. Subject to the immediately preceding two sentences, Nextera
shall be an Investor for all purposes of the Agreement and all references in the
Agreement to "Investor" shall include Nextera. Without limiting the generality
of the foregoing: (a) Nextera shall have all of the rights and obligations of
an Investor under the Agreement in the same manner as if Nextera was an original
signatory to the Agreement as an Investor, and (b) Nextera makes each the
representations and warranties in Section 3 of the Agreement with respect to
itself as an Investor.
3. STRATEGIC RELATIONSHIP AGREEMENT. Without limiting the generality of
Section 2 above, although Nextera is not entering into the Strategic
Relationship Agreement, Nextera acknowledges and agrees that Nextera is
purchasing the shares of Stock subject to the provisions of Section 5 of the
Strategic Relationship Agreement which gives the Company the right to repurchase
the shares of Stock at a price per share equal to that to be paid by Nextera
hereunder.
4. EFFECT OF AMENDMENT. Except as amended hereby, the Agreement shall
remain in full force and effect in accordance with its original terms.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the date
first above written.
▇▇▇▇▇▇'▇, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. Spain
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▇▇▇▇▇▇▇ ▇. Spain, President
Address: ▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Telephone: 512/▇▇▇-▇▇▇▇
Facsimile: 512/374-4600
With a copy to:
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, LLP
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Telephone: 512/▇▇▇-▇▇▇▇
Facsimile: 512/477-5813
INVESTORS
KNOWLEDGE NET HOLDINGS, L.L.C.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
--------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇, President
Address: ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Telephone: 310/▇▇▇-▇▇▇▇
Facsimile: 310/440-3676
With a copy to:
Maron & Sandler
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Telephone: 310/▇▇▇-▇▇▇▇
Facsimile: 310/440-3690
NEXTERA ENTERPRISES, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Chief Operating Officer
Address: ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
Telephone: 781/▇▇▇-▇▇▇▇
Facsimile: 781/778-4500
With a copy to:
Maron & Sandler
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Telephone: 310/▇▇▇-▇▇▇▇
Facsimile: 310/440-3690
