AMENDMENT TO
STOCK AND OPTION PURCHASE AGREEMENT
This Amendment to the Stock and Option Purchase Agreement (this
"Amendment") is entered as of May 19, 2000 by and between Hidenet Secure
Architectures, Inc., a New Jersey corporation ("Parent"), XxxxxxxXxxxxxx.xxx,
Inc., a company organized under the laws of Delaware (the "Company"), and NP
Partners, LLC, a limited liability company organized under the laws of New York
(the "Investor").
RECITALS
WHEREAS, the parties hereto are parties to that certain Stock and Option
Purchase Agreement dated as of April 13, 2000 (the "Agreement");
WHEREAS, the parties desire to amend the Agreement on the terms and
conditions contained herein.
NOW, THEREFORE, in consideration of the mutual promises and covenants
hereinafter set forth, the parties hereto agree as follows:
1. Capitalized Terms. Capitalized terms used herein not otherwise
defined shall have the meanings ascribed to such terms in the
Agreement.
2. Extension of Time to Purchase Preferred Shares. Notwithstanding
anything contained in Section 1.1(ii) of the Agreement to the
contrary, Parent and the Company hereby agree that the Investor
shall have the right to subscribe for an additional 128,000
Preferred Shares at any time after the date hereof until ______,
2000.
3. Increase in Option Shares. Pursuant to Section 1.3(iii) of the
Agreement, Parent hereby confirms, and the Investor hereby
acknowledges, that the number of shares exercisable by the Option
shall be increased by 174,669 shares of Parent as a result of the
purchase by the Investor of an additional 32,000 shares of
Preferred Shares as of the date hereof.
4. Amendment. Other than as specifically set forth in this
Amendment, all terms and conditions of the Agreement shall remain
in full force and effect. All references to the Agreement after
the date hereof shall automatically be deemed to include this
Amendment, and, accordingly, without limiting the generality of
this sentence, it is understood and agreed that the defined term
"Agreement" includes the Agreement and this Amendment.
5. Governing Law. This Agreement shall be interpreted in accordance
with, and governed in all respects by, the laws of the State of
Delaware, without giving effect to the rules of conflict of laws
thereof, and the competent courts of New York shall have
exclusive jurisdiction over all disputes between the parties with
respect to this Agreement and no other court shall have
jurisdiction over this Agreement.
[Remainder of Page Intentionally Omitted;
Signatures to Follow]
IN WITNESS WHEREOF, this Amendment has been executed as of the date
first above written by the parties hereto.
XXXXXXXXXXXXXX.XXX, INC.
/s/ Xxxxxx Xxxxxxxx
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By: Xxxxxx Xxxxxxxx
Title:Chief Executive Officer
HIDENET SECURE ARCHITECTURES, INC.
/s/ Xxx Xxxxxxx
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By: Xxx Xxxxxxx
Title: President
NP PARTNERS, LLC
/s/ Xxxx X. Xxxxxx
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By: Xxxx X. Xxxxxx
Title:Manager
