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EXHIBIT 2.1.1
AMENDMENT TO SHARE PURCHASE AGREEMENT II
THIS AMENDMENT TO SHARE PURCHASE AGREEMENT II (the "Amendment") is
dated as of the 7th day of October, 1999, and is entered into by and between S1
Europe Holdings N.V., a Belgian corporation (naamloze vennootschap ("N.V")) and
a subsidiary of Security First Technologies Corporation, a Delaware corporation
("S1") ("S1 Holdings"), each of the stockholders of FICS Group N.V., a Belgian
corporation registered with the Brussels Registry of Commerce under number
515450 ("FICS"), who are signatories hereto (individually, a "Seller," and
collectively, the "Sellers"), S1 and FICS.
RECITALS:
A. The parties hereto have previously entered into that certain
Share Purchase Agreement II, dated as of September 21, 1999 (the "Agreement"),
pursuant to which the Sellers agreed to sell, and S1 Holdings agreed to
purchase, all of the issued and outstanding FICS Securities (as defined in the
Agreement) upon the terms and conditions contained in the Agreement.
B. Pursuant to Section 8.3 of the Agreement, the parties hereto
desire to amend subsection 1.3(d) of the Agreement and amend and replace Section
9.10 of the Agreement.
C. All capitalized terms used herein and not otherwise defined
herein shall have the meanings ascribed to them in the Agreement.
AGREEMENT:
NOW, THEREFORE, in consideration of the foregoing Recitals and the
mutual promises, representations, warranties, covenants and conditions set forth
herein and in the Agreement, the sufficiency of which is hereby acknowledged,
the parties mutually agree as follows:
SECTION 1. FIRST AMENDMENT.
Effective as of the date hereof, subsection 1.3(d) of the Agreement
shall be amended by adding the following sentence at the end of the first
paragraph thereof:
"Any such payments of cash under this Section 1.3(d) shall be deemed
a "Payment" hereunder and subject to the terms of Section 1.3(c) above,
and it is understood that upon occurrence of an Acceleration Event any
references hereunder to the Second Payment Date or the Third Payment Date
shall be deemed to be references to the date of such Acceleration Event
and any references to the Second Payment or the Third Payment shall be
deemed to
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be references to the Payment made on such date, and the amount of such
Payment shall constitute the 2000 Earn-out Payment and/or the 2001
Earn-out Payment, as applicable."
SECTION 2. SECOND AMENDMENT.
Effective as of the date hereof, Section 9.10 of the Agreement shall
be deleted and the following shall be substituted in lieu thereof:
"9.10. ASSIGNMENT; LIMITATION OF BENEFITS.
Neither this Agreement nor any of the rights, interests or
obligations hereunder shall be assigned by any of the parties hereto
(whether by operation of law or otherwise) without the prior written
consent of the other parties which shall not be unreasonably withheld.
Subject to the preceding sentence, this Agreement will be binding upon,
inure to the benefit of and be enforceable by the parties and their
respective successors and assigns. Except as otherwise specifically
provided in Section 6.7 hereof and this Section 9.10, this Agreement
(including the documents and instruments referred to herein) is not
intended to confer upon any person other than the parties hereto any
rights or remedies hereunder, and the covenants, undertakings and
agreements set out herein shall be solely for the benefit of, and shall
be enforceable only by, the parties hereto and their permitted assigns."
SECTION 3. AGREEMENT OTHERWISE UNCHANGED.
Except as otherwise specifically amended herein, the balance of the
Agreement shall remain unchanged and in full force and effect.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be executed and delivered as of the date first above written.
S1 EUROPE HOLDINGS N.V.
By: /s/ XXXXXX X. XXXXXXXXX
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Name: Xxxxxx X. Xxxxxxxxx
Title: President
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THE SELLERS:
/s/ MICHEL AKKERMANS
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MICHEL AKKERMANS
PAMICA N.V.
By: /s/ MICHEL AKKERMANS
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Name:
Title:
GENERAL ATLANTIC PARTNERS 20, L.P.
By: GENERAL ATLANTIC PARTNERS, LLC, its General Partner
By: /s/
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Name:
Title:
GENERAL ATLANTIC PARTNERS 52, L.P.
By: GENERAL ATLANTIC PARTNERS, LLC, its General Partner
By: /s/
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Name:
Title:
GAP COINVESTMENT PARTNERS, L.P.
By: /s/
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Name:
Title:
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GIMV N.V.
By: /s/
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Name:
Title:
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GUY MOONS
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XXXXXX XXX XXXXXX
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XXXXXX QUAEYHAEGENS
/s/ XXXXXXX XXXXXXXX
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XXXXXXX XXXXXXXX
/s/ GOORT GELTEN
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GOORT GELTEN
/s/ LOEK VAN DEN XXXX
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LOEK VAN DEN XXXX
/s/ XXXXXXXX XXXXX
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XXXXXXXX XXXXX
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UNICO PORTFOLIO LTD.
By: /s/
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Name:
Title:
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SECURITY FIRST TECHNOLOGIES CORPORATION
By: /s/ XXXXXX X. XXXXXXXXX
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Name: Xxxxxx X. Xxxxxxxxx
Title: Chief Financial Officer
FICS GROUP N.V.
By: /s/
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Name:
Title:
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