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EXHIBIT 10.24
Reference is made to the Contribution Agreement (the "Contribution
Agreement") dated as of December 31, 1998 by and among Nextera Enterprises, Inc.
("Nextera"), Lexecon, Inc. ("Lexecon") and Xxxxxx X. Xxxxxxx, Xxxxxx X. Xxxxxxx,
Xxxxxxx X. Xxxxxx and Xxxxxx X. Xxxxxxxxxx (together the "Shareholders"). Terms
used herein without definition shall have the meanings assigned to them in the
Contribution Agreement.
Knowledge Universe, Inc. ("KU") unconditionally covenants and agrees
that if for any reason Nextera fails to redeem all or any portion of the
Contingent Shares if and when required under Section 2.1(d)(ii) of the
Contribution Agreement (the Contingent Shares as to which any such failure to
redeem has occurred being referred to herein as the "Default Shares"), then KU
shall pay to the Shareholders on or prior to April 5, 2000 (or, if later, the
third business day after the redemption payment is scheduled to be made under
Section 2(d)(ii) of the Contribution Agreement) an amount in cash equal to the
aggregate Redemption Price (as calculated under Section 2.1(d)(ii) of the
Contribution Agreement) for the Default Shares; provided that 25% of such amount
shall be deposited into the Escrow Account as and to the extent required under
the Contribution Agreement. To the extent of any payment made by KU to the
Shareholders under this paragraph, KU shall succeed to the rights of the
Shareholders against Nextera under Section 2(d)(ii) and/or of a creditor of
Nextera.
The Shareholders agree and acknowledge that Nextera may issue to KU
warrants to purchase 250,000 shares of Nextera Class A Common Stock in
consideration of KU's willingness to enter into this Agreement. The warrants
shall have a per share exercise price equal to 80% of the price to the public in
the Initial Public Offering; provided, however, if the Initial Public Offering
does not occur by August 31, 2000 the exercise price shall be equal to $7.65 (as
may be appropriately adjusted for stock splits, stock dividends and similar
transactions which may occur after the date of this Agreement). However, KU
agrees and acknowledges that its obligations to the Shareholders hereunder are
not contingent on KU's receipt of such warrants (or the terms thereof).
KU also agrees to take all commercially reasonable actions (including
consenting to an amendment of the Stockholders Agreement) to implement the
arrangements set forth in Section 7.14 of the Contribution Agreement (Special
Tag-Along Rights).
December 31, 1998
KNOWLEDGE UNIVERSE, INC. /s/ Xxxxxx X. Xxxxxxx
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Xxxxxx X. Xxxxxxx
By: /s/ Xxxxxxx X. Xxxxx /s/ Xxxxxx X. Xxxxxxx
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Its: Secretary Xxxxxx X. Xxxxxxx
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NEXTERA ENTERPRISES, INC. /s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx
By: /s/ Xxxxxxx X. Xxxxx /s/ Xxxxxx X. Xxxxxxxxxx
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Its: Secretary Xxxxxx X. Xxxxxxxxxx
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