EXHIBIT 10.20
FIRST AMENDMENT
TO
OPERATING AGREEMENT
OF
FWB SOFTWARE, LLC
This First Amendment to Operating Agreement of FWB Software, LLC ("First
Amendment") is entered into as of November 4, 1996, by and between STREAMLOGIC
SOFTWARE CORPORATION, a Delaware corporation ("Sub") and FWB SOFTWARE, INC., a
California corporation ("FWB").
RECITALS
--------
Sub and FWB previously formed FWB Software, LLC, a California limited
liability company (the "Company") pursuant to that certain Operating Agreement
dated as of July 1, 1996 (the "Original Agreement"). Capitalized terms used in
this First Amendment and not otherwise defined shall have the meanings set forth
in the Original Agreement.
Sub and FWB desire to amend the Original Agreement to reflect a change in
Sub's obligation to contribute to the capital of the Company and a change in the
number of Shares to be issued to Sub.
Therefore, Sub and FWB agree to amend the Original Agreement as follows:
1. Sub Contribution.
Section 2.1(b) of the Original Agreement is amended to read in its entirety
as follows:
(b) Sub Contribution. At the Closing, Sub shall transfer, assign and
deliver to the Company One Million Two Hundred Fifty-Six Thousand One Hundred
Twenty-Three (1,256,123) shares of the common stock (the "Common Stock") of
StreamLogic Corporation ("StreamLogic"). On November 4, 1996, Sub shall
transfer, assign and deliver to the Company One Million Three Hundred Eighty
Thousand (1,380,000) additional shares of Common Stock of StreamLogic. Also on
November 4, 1996, Sub shall deliver to the Company Five Hundred Thousand Dollars
($500,000) in cash by wire transfer and shall deliver to the Company Sub's
promissory note in the principal amount of One Million Two Hundred Fifty
Thousand Dollars ($1,250,000), in the form attached to this First Amendment as
Exhibit A (the "Promissory Note"). Sub's obligations under the Promissory Note
shall be secured by the pledge of Sub's Shares, in the form of the security
agreement attached to this First Amendment as Exhibit B. The Members agree that
the net fair market value of Sub's contribution to the Company and the number of
Shares issued in exchange therefor shall be as set forth in an amended Exhibit B
to the Original Agreement, in the form attached to this First Amendment as
Exhibit C.
2. Effect on Original Agreement.
Except as expressly amended by this First Amendment, the Original
Agreement shall remain in full force and effect. In the event of a conflict
between the Original Agreement and this First Amendment, this First Amendment
shall be controlling.
The Members have executed this First Amendment as of the date set forth
above.
STREAMLOGIC SOFTWARE CORPORATION,
a Delaware corporation
By /s/ J. Xxxxx Xxxxx
-------------------------------------
J. Xxxxx Xxxxx
Title:
------------------
FWB SOFTWARE, INC., a California corporation
By /s/ Xxxxxx Xxxx
-------------------------------------
Xxxxxx Xxxx, President
EXHIBIT C
---------
AMENDED EXHIBIT B
-----------------
CAPITAL CONTRIBUTIONS AND SHARE OWNERSHIP
-----------------------------------------
Member's Value of
Name and Address Capital Contributions Number of Shares
---------------- --------------------- ----------------
FWB Software, Inc. $63,068,183 9,250,000
000 Xxxxxxxxxxxx Xxxxx
Xxxxx X
Xxxxx Xxxx, Xxxxxxxxxx 00000
Stream Logic Software $ 5,113,636 750,000
Corporation
00000 Xxxxxxxx Xxxxxx
Xxxxxxxxxx, Xxxxxxxxxx 00000
