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Exhibit A
FIRST AMENDMENT TO
AMENDED STOCK PURCHASE AGREEMENT
This Agreement is made and entered into this 13th day of December,
1999, by and between BOCA RESEARCH, INC., a Florida corporation (the "Company")
and INFOMATEC AG INTERNATIONAL, INC. ("Infomatec"), as the First Amendment to
the Amended Common Stock Purchase Agreement made as of April 28, 1999 (the
"CSPA") between the parties hereto pursuant to which Infomatec purchased from
the Company 1,747,965 shares of the Company's common stock (the "Shares");
W I T N E S S E T H:
WHEREAS, Section 2.07 of the Common Stock Purchase Agreement provided
Infomatec with the right to maintain its percentage initially acquired in the
Company in the event the Company issued additional shares to third parties; and
WHEREAS, the Company has issued shares to National Semiconductor
Corporation, and as a result of written notice properly provided to Infomatec,
Infomatec notified the Company of its election to exercise its right to maintain
its percentage ownership by letter dated October 7, 1999; and
WHEREAS, Infomatec has subsequently requested the approval of the
Compay to rescind its exercise of such shares in consideration of amending
certain provisions of the Common Stock Purchase Agreement; and
WHEREAS, Infomatec has indicated that if it should wish to dispose of
the Shares it may be to the mutual advantage of Infomatec and the Company to do
so in a private placement and has requested that such alternative be made
available to it under certain conditions to which the Company has agreed.
NOW, THEREFORE, in consideration of the premises and mutual covenants
and promises herein contained, the parties hereto, intending to be bound, hereby
agree as follows:
1. Right to Maintain Percentage:
a) Infomatec is hereby released from fulfilling its obligation to
consummate the written exercise of its right to acquire 152,444 shares from the
Company as a result of the Company's issuance of common stock to National
Semiconductor.
b) Infomatec's Right to Maintain Percentage, as provided for in
Section 2.07 of the Common Stock Purchase Agreement, is hereby terminated,
effective immediately upon the execution of this Agreement, and such rights
shall no longer exist with respect to the subsequent issuances of any shares by
the Company.
2. Board Nominations: Infomatec's rights, pursuant to Section 5.04 of
the Common Stock Purchase Agreement, to maintain a Board of Directors limited to
9 members, of which Infomatec has the right to nominate 4 thereof, shall be
modified in the following respects:
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(a) The cap or limitation of 9 members is hereby deleted, so that
there shall be no limit on the number of members of the Board of Directors which
may be appointed other than as provided in the Company's Articles of
Incorporation or By-Laws.
(b) Provided that Infomatec shall own at least 874,000 shares of
the common stock purchased by it from the Company on the closing date of the
Common Stock Purchase Agreement, it shall have the right to nominate two (2)
members to the Board of Directors of the Company. Provided, however, that at
such time as Infomatec shall own less than 874,000 but at least 437,000 of such
shares, such right of nomination shall be reduced to one (1) Board member, and
further provided that if Infomatec shall own less than 437,000 of the shares
purchased under the Common Stock Purchase Agreement, such right to nominate any
members to the Board of Directors shall terminate. Further, during such time as
Infomatec shall be entitled to nominate two members of the Board of Directors,
Infomatec shall have the right to designate up to two (2) observers to the Board
of Directors meetings, and up to three (3) observers during such time as
Infomatec shall be entitled to nominate only one member of the Board of
Directors. Any such observers shall be given notice of Board meetings as is
given to directors. The designation of observers shall be subject to the consent
of the Company if they are other than former directors of the Company, and such
consent shall not be unreasonably withheld.
3. Private Placement. In lieu of exercising its registration rights
under Section 2.08 of the CSPA, Infomatec may request the consent of the
Company to a private placement of the Shares, provided that the purchaser of
the shares makes representations to the Company substantially equivalent to
the representations made in Sections 4.01 through 4.10 of the CSPA and agrees
to be bound by the provisions of Section 5.02 for the balance of the
Standstill Period defined therein and, in the opinion of counsel to the
Company, such private placement would be in compliance with federal and state
securities laws.. If the Company grants such consent (which consent shall not
be unreasonably withheld), the purchaser shall be entitled to the registration
rights set forth in Section 2.08 of the CSPA, to the financial statements and
access to information provided for in Article VI of the CSPA .
4. Entire Agreement. The CSPA, as amended by this Agreement represents
the entire agreement and understanding among the parties hereto with respect to
the subject matter hereof and supersedes any and all prior oral and written
agreements, arrangements and understandings among the parties hereto with
respect to such subject matter. This Agreement shall not be amended,
supplemented or changed, and no provision hereof can be waived except by a
written instrument making specific reference to this Agreement signed by each of
the parties hereto. Except as expressly amended by this Agreement, the CSPA
remains in full force and effect.
5. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute but one and the same original instrument.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.
Signed, sealed and delivered BOCA RESEARCH, INC.
in the presence of:
_______________________ By: __________________________
Name: __________________________
_______________________ Title: __________________________
INFOMATEC AG INTERNATIONAL, INC.
_______________________ By: __________________________
Name: __________________________
_______________________ Title: __________________________
