EXHIBIT 10.31
SECOND AMENDMENT TO
THE SUBSCRIPTION AND EXCHANGE AGREEMENT
This amendment is entered into on December 10, 1998
BETWEEN:
(1) RAZORFISH, INC. a New York Corporation;
(2) SPRAY VENTURES AB a corporation organised and existing under the laws of
the Kingdom of Sweden;
(3) COMMUNICADE INC. a Delaware corporation; and
(4) SPRAY NETWORK AB a corporation organised and existing under the laws of
the Kingdom of Sweden
(together the "Parties")
WHEREAS:
(a) A Subscription and Exchange Agreement (the "Agreement") was entered into as
of October 1, 1998 between Razorfish Inc., Spray Ventures AB and Communicade
Inc. under the terms of which Razorfish, Inc. agreed to acquire all the
issued and outstanding capital stock and warrants of Spray Network AB;
(b) The Parties agreed to amend the Agreement pursuant to the First Amendment to
the Subscription and Exchange Agreement dated November 25, 1998; and
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(c) The Parties for good and valuable consideration hereby agree to further
amend the Agreement as set forth below.
NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS:
In accordance with the amendment provisions set out in Section 12.07 of the
Agreement the Parties hereby agree to
a) amend the Agreement by the addition of a new Section 3.02 (c) reading as
follows:
"(c) Notwithstanding Section 3.02 (b) above, the obligations of the
Purchaser hereunder are also subject to, at or before the Closing,
approval by the shareholders of the Purchaser of the transactions
contemplated by this Agreement."
b) amend the Agreement by the amendment of Section 9.01 (ii) to read as
follows:
"by the Purchaser if the approval of the shareholders of the Purchaser,
described in Section 3.02 (c) above, shall not have been obtained on or
before 96 days after the date hereof; or"
c) amend the Agreement by the amendment of the final paragraph of Section
9.01 to read as follows:
"If none of the termination conditions set forth above have been met and
the other closing conditions set forth in Article III have been met, the
Closing will then occur on the 97th date after the date hereof, in
accordance with Article III."
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This Agreement may be executed in any number of counterparts, each of which when
executed and delivered is an original, but all the counterparts together
constitute the same document.
In witness whereof, the Parties have executed this Agreement as of the day set
out above.
RAZORFISH, INC
By: /s/ Xxxxxxx X. Xxxxxx
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SPRAY VENTURES AB
By: /s/ Per Xxxxxxx
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COMMUNICADE INC.
By: /s/ Xxxxx Xxxxxxx
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SPRAY NETWORK AB
By: /s/ Xxxxxx Randerz
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