Exhibit 10.2
SOLUNET
February 8, 2000
Interspeed, Inc.
00 Xxxx Xxxxxx
Xxxxx Xxxxxxx, Xxxxxxxxxxxxx 00000
RE: RIDER TO RESELLER AGREEMENT
Dear Sirs:
Reference is hereby made to that certain Reseller Agreement, dated as of
October 22, 1999 (the "Agreement"), by and among Interspeed, Inc. (the
"Company") and Solunet, Inc. ("Solunet"). Notwithstanding anything to the
contrary contained in the Agreement, the Company and Solunet hereby enter into
this letter agreement (the "Rider") as an amendment to the Agreement. For the
purposes of this Rider, all capitalized terms that are used herein without
definition shall have the respective meanings ascribed to them in the Agreement.
The Company and Solunet hereby agree to the following:
1. Notwithstanding anything to the contrary in the Agreement, Solunet will
offer Products for resale under the Agreement *** over a twelve (12) month
period commencing on February 8, 2000 and ending on February 7, 2001 (the
"Term"). For each *** of Product that Solunet shall purchase and pay for
during the Term *** set forth above, Solunet will be granted warrants to
purchase *** pursuant to a warrant certificate substantially in the form of
the Warrant Certificate attached hereto as EXHIBIT A. ***
2. In the event that *** there is a merger or consolidation of the Company
with or into another corporation or a sale or transfer of all or
substantially all of the properties and assets of Supplier and its
subsidiaries (an "Acquisition"), ***
The Accelerated Warrants will also be substantially in the form of EXHIBIT
A attached hereto, except that (a) they will be exercisable immediately,
(b) they will be held in escrow by the Company pending the purchase and
payment of the Product covered by the Accelerated Order (as provided below)
and (c) proceeds to Solunet with respect to the Acquisition on account of
the Accelerated Warrants or shares of common stock of the Company acquired
upon exercise of the Accelerated Warrants in excess of the exercise price
of the Accelerated Warrants ("Net Proceeds") shall be similarly held in
escrow by the Company. As Product covered by the Accelerated Order is
purchased and paid by Solunet, a proportionate amount of Accelerated
Warrants or Net Proceeds, as applicable, shall be delivered to Solunet out
of escrow.
3. This Rider shall be deemed part of the Agreement and shall be binding upon
and inure to the benefit of the respective successors and permitted assigns
(as contemplated by the Agreement) of the Company and Solunet.
Please acknowledge your acceptance of this Agreement by signing below where
indicated.
Sincerely yours,
SOLUNET INC.
By: /s/ Xxxxx X. Xxxxxxx
------------------------
Name: Xxxxx X. Xxxxxxx
Title: Vice President and Chief
Financial Officer
Agreed and accepted this
8th day of February, 2000
INTERSPEED, INC.
By: /s/ Xxxxxxx X. Xxxxx
------------------------
Name: Xxxxxxx X. Xxxxx
Title: Chief Financial Officer
