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Stock Purchase Agreement [Class D Convertible Preferred] [Amendment] - NetStart Inc., Thomson U.S. Inc., 21st Century Internet Fund LP, New Enterprise Associates VI LP and ADP Inc.

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                               AMENDMENT AGREEMENT

      This Agreement is made and entered into as of the 23rd day of January,
1998, by and among NetStart, Inc., a Delaware corporation (the "Company"), and
the persons and entities listed on Schedule I hereto (collectively, the
"Purchasers").

                                   WITNESSETH:

      WHEREAS, the Company and the Purchasers entered into a Series D
Convertible Preferred Stock Purchase Agreement dated as of September 11, 1997
(the "Purchase Agreement"); and

      WHEREAS, the Company and the Purchasers desire to amend the Purchase
Agreement as provided herein;

      NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereby agree as
follows:

      1.    Amendment and Restatement of Section 1.3 of the Purchase Agreement.
Section 1.3 of the Purchase Agreement is hereby amended and restated in its
entirety to read as follows:

            "1.3 Subsequent Authorizations and Sales. At any time on or before
            the 130th day following the Closing, the Company may sell shares of
            Class D Convertible Preferred Stock up to the total number of such
            shares authorized by the Company's Certification of Incorporation,
            as amended (the "Charter"), less any amounts already sold at the
            Closing, provided that at least one new investor, which is
            unaffiliated with any then-current investor in the Company, shall
            participate in such sale by purchasing at least a majority of the
            shares of Class D Convertible Preferred Stock offered in such sale.
            All such sales shall be made on the terms and conditions set forth
            in this Agreement and the purchasers thereof shall be "Purchasers"
            under this Agreement and "New Investors" under the Amended
            Registration Rights Agreement (as defined below); provided, however,
            that the representations and warranties of the Company set forth in
            this Agreement, its Exhibits and the disclosure set forth on
            Schedules II, III, IV and V to this Agreement shall speak only as of
            the Closing and shall not be revised to reflect any changes in the

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            representations and warranties occurring after the Closing for any
            such future closings. Should any such sales be made, the Company
            shall prepare and distribute to the Purchasers a revised Schedule I
            to this Agreement and a revised Schedule II to the Amended
            Registration Rights Agreement reflecting such sales."

      2.    Amendment and Restatement of Section 5.2 of the Purchase Agreement.
Section 5.2 of the Purchase Agreement is hereby amended and restated in its
entirety to read as follows:

            "5.2 Right of First Offer. So long as any shares of Class A
            Preferred Stock, Class B Preferred Stock, Class C Preferred Stock or
            Class D Convertible Preferred Stock are outstanding, the Company
            shall, prior to any issuance by the Company of any of its securities
            (other than debt securities with no equity feature), offer to each
            Purchaser and to each then existing holder of such Preferred Stock
            (an "Existing Stockholder") by written notice the right, for a
            period of thirty (30) days, to purchase all of such securities for
            cash at an amount equal to the price or other consideration for
            which such securities are to be issued; provided, however, that the
            first refusal rights of the Purchasers and Existing Stockholders
            pursuant to this Section 5.2 shall not apply to securities issued
            (A) upon conversion of any of the Preferred Shares, (B) as a stock
            dividend or upon any subdivision of shares of Common Stock, provided
            that the securities issued pursuant to such stock dividend or
            subdivision are limited to additional shares of Common Stock, (C)
            pursuant to subscriptions, warrants, options, convertible
            securities, or other rights which are listed in Schedule III as
            being outstanding on the date of this Agreement, (D) solely in
            consideration for the acquisition (whether by merger or otherwise)
            by the Company or any of its subsidiaries of all or substantially
            all of the stock or assets of any other entity, (E) pursuant to a
            firm commitment underwritten public offering, (F) pursuant to the
            exercise of the warrants issued to ADP, Inc. ("ADP") in connection
            with its purchase of Class D Convertible Preferred Stock from the
            Company, and (G) pursuant to the exercise of options to purchase
            Common Stock granted to directors, officers, employees or
            consultants of the Company in connection with their service to the
            Company, not to exceed in the aggregate 1,950,000 shares
            (appropriately adjusted to reflect stock splits, stock dividends,
            combinations of shares



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            and the like with respect to the Common Stock) less the number of
            shares (as so adjusted) issued pursuant to subscriptions,
            warrants, options, convertible securities, or other rights
            outstanding on the date of this Agreement and listed in Schedule
            III pursuant to clause (C) above (the shares exempted by this
            clause (G) being hereinafter referred to as the "Reserved Employee
            Shares") provided that the number of Reserved Employee Shares may
            be increased prior to December 31, 1998, with the approval of a
            majority of the Board of Directors including the Class B Director,
            the Class C Director, the Class D Director and Gary C. Butler as
            the director appointed by ADP on behalf of the holders of Class D
            Convertible Preferred Stock (the "Other Class D Director") and at
            any time after December 31, 1998, with the approval of either (i)
            a majority of the Board of Directors including the Class B
            Director, the Class C Director the Class D Director and the Other
            Class D Director or (ii) all directors other than the Class B
            Director, the Class C Director, the Class D Director or the Other
            Class D Director. The Company's written notice to the Purchasers
            and Existing Stockholders shall describe the securities proposed
            to be issued by the Company and specify the number, price and
            payment terms. Each Purchaser and Existing Stockholder may accept
            the Company's offer as to the full number of securities offered to
            it or any lesser number, by written notice thereof given by it to
            the Company prior to the expiration of the aforesaid thirty (30)
            day period, in which event the Company shall promptly sell and
            such Purchaser or Existing Stockholder shall buy, upon the terms
            specified, the number of securities agreed to be purchased by such
            Purchaser or Existing Stockholder. Notwithstanding the forgoing,
            if the Purchasers and Existing Stockholders agree, in the
            aggregate, to purchase more than the full number of securities
            offered by the Company, then each Purchaser and Existing
            Stockholder accepting the Company's offer shall first be allocated
            the lesser of (i) the number of securities which such Purchaser or
            Existing Stockholder agreed to purchase and (ii) the number of
            securities as is equal to the full number of securities offered by
            the Company multiplied by a fraction, the numerator of which shall
            be the number of shares of Common Stock held by such Purchaser or
            Existing Stockholder agreed to purchase and (ii) the number of
            securities as is equal to the full number of securities offered by
            the Company multiplied by a fraction, the numerator of which shall
            be the number of shares of Common Stock held by such


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              Purchaser or Existing Stockholder as of the date of the Company's
              notice of offer (treating such Purchaser or Existing Stockholder,
              for the purpose of such calculation, as the holder of the number
              of shares of Common Stock which would be issuable to such
              Purchaser or Existing Stockholder upon conversion, exercise or
              exchange of all securities (including but not limited to the
              Preferred Shares) held by such Purchaser or Existing Stockholder
              on the date such offer is made that are then convertible,
              exercisable or exchangeable into or for (whether directly or
              indirectly) shares of Common Stock) and the denominator of which
              shall be the aggregate number of shares of Common Stock
              (calculated as aforesaid) held on such date by all Purchasers and
              Existing Stockholders who accepted the Company's offer, and the
              balance of the securities (if any) offered by the Company shall be
              allocated among the Purchasers and Existing Stockholders accepting
              the Company's offer in proportion to their relative equity
              ownership interests in the Company (calculated as aforesaid),
              provided that no Purchaser or Existing Stockholder shall be
              allocated more than the number of securities which such Purchaser
              or Existing Stockholder agreed to purchase and provided further
              that in cases covered by this sentence all Purchasers and Existing
              Stockholders shall be allocated among them the full number of
              securities offered by the Company. The Company shall be free at
              any time prior to ninety (90) days after the date of its notice of
              offer to the Purchasers and Existing Stockholders, to offer and
              sell to any third party or parties the number of such securities
              not agreed by the Purchasers and Existing Stockholders to be
              purchased by them, at a price and on payment terms no less
              favorable to the Company than those specified in such notice of
              offer to the Purchasers and Existing Stockholders. However, if
              such third party sale or sales are not consummated within such
              ninety (90) day period, the Company shall not sell such securities
              as shall not have been purchased within such period without again
              complying with this Section 5.2."

      3.      Amendment and Restatement of Section 5.10 of the Purchase
Agreement. Section 5.10 of the Purchase Agreement is hereby amended and
restated in its entirety to read as follows:
                 
            "5.10 Board of Directors Meetings. The Company shall use its best
            efforts to ensure that meetings of its Board of Directors are held
            at least four times each year and at least once each



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            quarter. The Company shall permit TTC Ventures, 21st Century
            Internet Fund L.P. ("21st Century Internet Fund") and ADP, so long
            as they, individually, (i) hold of record or beneficially at least
            500,000 Preferred Shares and/or Conversion Shares and (ii) are not
            represented on the Board of Directors, directly or by one of its
            affiliates ("Unrepresented"), to have one representative attend
            each meeting of the Board of Directors of the Company and each
            meeting of any Committee thereof. While any or all of TTC
            Ventures, 21st Century Internet Fund and ADP is Unrepresented, the
            Company shall send to such Unrepresented party a notice containing
            the time and place of all Board meetings in the same manner and at
            the same time as it shall send such notice to its directors or
            committee members, as the case may be, and shall provide to such
            Unrepresented party copies of all notices, reports, minutes and
            consents at the time and in the manner as they are provided to the
            Board of Directors or committee, except for information reasonably
            designated as proprietary information by the Board of Directors.

      4.    Amendment and Restatement of Section 5.12 of the Purchase
Agreement. Section 5.12 of the Purchase Agreement is hereby amended and
restated to read as follows:   

            "5.12 By-laws. The Company shall at all times cause its By-laws to
            provide that, (a) unless otherwise required by the laws of the State
            of Delaware, any two directors, TTC Ventures, New Enterprise
            Associates VI, Limited Partnership, 21st Century Internet Fund or
            ADP shall have the right to call a meeting of the Board of Directors
            or stockholders and (b) the number of directors fixed in accordance
            therewith shall in no event conflict with any of the terms or
            provisions of the Class D Convertible Preferred Stock as set forth
            in the Charter. The Company shall at all times maintain provisions
            in its By-laws and/or Charter indemnifying all directors against
            liability and absolving all directors from liability to the Company
            and its stockholders to the maximum extent permitted under the laws
            of the State of Delaware.

      5.    Amendment and Restatement of Schedule I to the Purchase Agreement.
Schedule I to the Purchase Agreement is hereby amended and restated as provided
on Schedule I hereto.

      6.    Effect of Modification. In the event of any inconsistency between
the provisions of the Purchase Agreement and the applicable provisions of this
Agreement, the



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provisions of this Agreement shall control in all respects. Otherwise, the
Purchase Agreement shall remain in full force and effect. Pursuant to Section
6.9 of the Purchase Agreement, the agreements contained herein shall become
effective and binding upon the Company and each of the Purchasers when the
Company has obtained the signatures of Purchasers holding at least two-thirds of
the outstanding shares of Common Stock issued or issuable upon conversion of the
Preferred Shares (as such term is defined in this Purchase Agreement).

      7. Successors and Assigns; Governing Law. Subject to the restrictions in
the Purchase Agreement as amended hereby, this Agreement shall inure to the
benefit of and bind the respective heirs, personal representatives, successors
and assigns of the parties hereto and shall be governed by and construed in
accordance with the laws of the State of Delaware.

      8. Severability; Modifications. Should one or more of the provisions of
this Agreement be determined by a court of law to be illegal or unenforceable,
the other provisions shall nevertheless remain effective and shall be
enforceable. This Agreement shall not be modified without the prior consent of
the Company and Purchasers holding at least two-thirds of the outstanding shares
of Common Stock issued or issuable upon conversion of the Preferred Shares.

      9. Execution in Counterparts. This Agreement may be executed in any number
of counterparts, each of which when so executed and delivered shall be deemed an
original and such counterparts together shall constitute one instrument.



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      IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date set forth below.

      Effective date of this Agreement:  January 23, 1998.

                                          THE COMPANY:

                                          NETSTART, INC.

                                          By: /s/ ROBERT J. MCGOVERN
                                             ---------------------------------
                                             Robert J. McGovern, President

                                          THE PURCHASERS:

                                          THOMSON U.S. INC.

                                          By: /s/ JAMES R. SCHURR
                                             ---------------------------------
                                                Name: James R. Schurr
                                                Title: Vice President

                                          21st CENTURY INTERNET
                                               MANAGEMENT PARTNERS LLC

                                          By:  21st CENTURY INTERNET
                                               MANAGEMENT PARTNERS LLC

                                          By: /s/ J. NEIL WEINTRAUT
                                             ---------------------------------
                                                Name: J. Neil Weintraut
                                                Title:




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                                          NEW ENTERPRISE ASSOCIATES VI,
                                              LIMITED PARTNERSHIP


                                          By:   NEA PARTNERS VI, LIMITED
                                                  PARTNERSHIP

                                          By: /s/ PETER BARRIS
                                             ------------------------------
                                                Name: Peter Barris
                                                Title: Vice President

                                          ADP, INC.


                                          By: /s/ RICHARD HAVILAND
                                             ------------------------------
                                                Name: Richard Haviland
                                                Title:



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                                   SCHEDULE I

                                   Purchasers

                                  FIRST CLOSING
<TABLE>
<CAPTION>
                              Number of
                              Aggregate
                              Preferred                     Purchase Price
      Name and                Shares to be                  for Preferred
Address of Purchaser          Purchased                     Shares
--------------------          ---------                     ------
<S>                           <C>                           <C>
Thomson U.S. Inc.               560,224                     $1,999,999.68
c/o TTC Ventures
One Main Street
Cambridge, MA  02142

21st Century Internet           242,557                        865,928.49
Management Partners LLC
Two South Park
Second Floor
San Francisco, CA  94107

New Enterprise                  317,667                      1,134,071.19
Associates VI, Limited
Partnership
1119 St. Paul Street
Baltimore, MD  21202

SUBTOTAL:                     1,120,448                     $3,999,999.36
</TABLE>



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                                   Purchasers

                                 SECOND CLOSING
<TABLE>
<CAPTION>
                              Number of
                              Aggregate
                              Preferred                     Purchase Price
      Name and                Shares to be                  for Preferred
Address of Purchaser          Purchased                     Shares
--------------------          ---------                     -------
<S>                            <C>                        <C>
21st Century Internet             85,000                   $   303,450
Management Partners LLC
Two South Park
Second Floor
San Francisco, CA  94107

ADP, Inc.                        840,337                     3,000,003
1 ADP Boulevard
Roseland, NJ  07068

SUBTOTAL:                        925,337                    $3,303,453


TOTAL:                         2,045,785                  7,303.452.36
</TABLE>

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