EXHIBIT 10.30
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FIRST AMENDMENT TO MANAGEMENT AGREEMENT
THIS FIRST AMENDMENT TO MANAGEMENT AGREEMENT (the "Amendment") is made
as of the 31st day of May, 2000 by and between Meeting Maker, Inc., a company
organized under the laws of the Cayman Islands, with its principal office at 000
Xxxxxx Xxxxxx, Xxxxxxxx Xxxx, Xxxxxxx, Xxxxxxxxxxxxx 00000-0000 (the "Buyer")
and ON Technology Corporation, a Delaware corporation with its principal office
at 000 Xxxxxx Xxxxxx, Xxxxxxxx Xxxx, Xxxxxxx, Xxxxxxxxxxxxx 00000-0000 (the
"Company").
Preliminary Statement
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WHEREAS, the Company owns, licenses and supports computer software
known as Meeting Maker, together with certain rights and other assets related to
the foregoing, as more fully described in the Asset Purchase Agreement
referenced in the next paragraph (the "Acquired Business"); and
WHEREAS, subject to the terms and conditions of the Asset Purchase
Agreement by and between the parties dated January 3, 2000 (the "Asset Purchase
Agreement"), and amended as of May 31, 2000, the Buyer desires to purchase, and
the Company desires to sell, all of the assets comprising the Acquired Business.
Capitalized terms that are used but not otherwise defined herein shall have the
respective meanings ascribed to them in the Asset Purchase Agreement; and
WHEREAS, except for approval by the shareholders of the Company to the
transactions contemplated by the Asset Purchase Agreement (the "Shareholder
Approval"), and a cash settlement at the Closing with respect to the Guaranteed
Receivables, all conditions to the Closing have been satisfied; and
WHEREAS, certain of the Closing Deliveries have been placed in escrow
pursuant to the Escrow Agreement (Management Assumption); and
WHEREAS, in connection with the transactions contemplated by the Asset
Purchase Agreement, the parties entered into a Management Agreement, dated
January 3, 2000 (the "Management Agreement"); and
WHEREAS, subject to the terms and conditions of the Management
Agreement, the Buyer desires to acquire, and the Company desires to grant,
actual possession of, operating control of, and the right to manage and operate
the Acquired Business, pending Shareholder Approval and the Closing; and
WHEREAS, the Board of Directors of the Company has determined that the
Buyer's management of the Acquired Business prior to the Closing in accordance
with this Agreement is in the best interests of the Company's shareholders; and
WHEREAS, the parties desire to amend the Management Agreement to extend
the termination date provided for therein.
NOW, THEREFORE, in consideration of the mutual promises hereinafter set
forth and other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties hereby agree as follows:
1. Amended Provision of the Management Agreement.
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1.1 Amended Section 3.1(c) of the Management Agreement. Section 3.1(c)
of the Management Agreement is hereby deleted in its entirety and replaced as
follows:
"(c) July 15, 2000."
2. Survival of Remaining Provisions. Except as set forth in Section 1
above all of the other terms, provisions and conditions set forth in the
Management Agreement shall remain in full force and legal effect as if the terms
of this First Amendment to the Management Agreement had been originally included
in the Management Agreement.
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IN WITNESS WHEREOF, this First Amendment to the Management Agreement
has been duly executed by the parties hereto as of and on the date first above
written.
ON TECHNOLOGY CORPORATION
By: _______________________
MEETING MAKER, INC.
By: _______________________
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