Exhibit 10.2
SCP EQUITY PARTNERS II, L.P.
Building 300
000 Xxxxx Xxxx Xxxxx
Xxxxx, XX 00000
As of February 16, 2001
ICG Holdings, Inc.
Pencador Corporate Center
000 Xxxx Xxxxx, Xxxxx 0
Xxxxxx, XX 00000
Attention: Xxxxx Nassau
Breakaway Solutions, Inc.
0 Xxxxx Xxxxx Xxxxx, 0xx Xxxxx
Xxxxxxx, XX 00000
Attn: Corporate Secretary
Re: Series A Preferred Stock Purchase Agreement (the "Purchase
Agreement"), dated as of February 16, 2001, among Breakaway
Solutions, Inc. (the "Company"), SCP Private Equity Partners
II, L.P. ("SCP"), and ICG Holdings, Inc. ("ICG")
Gentlemen:
This will confirm our agreement as follows:
1. Pending the enlargement of the Company's board of directors and the
designation of new directors by SCP and ICG (the "Purchasers") as provided for
and contemplated by the Purchase Agreement, the Company shall use its best
efforts to obtain the resignation from its board of Xxxxxxxxxxx Xxxxxxxxx, and
shall allow such seat to remain vacant until filled by a designee of the
Purchasers. The creation and maintenance of such vacancy shall be an additional
condition precedent to any obligation of the Purchasers to purchase the Initial
Preferred Stock (as defined in the Purchase Agreement) and, in the case of SCP,
the Option Preferred Stock (as defined in the Purchase Agreement).
If the foregoing correctly sets forth our understanding, please sign
where indicated below.
Very truly yours,
SCP PRIVATE EQUITY PARTNERS II, L.P.
By: SCP Private Equity II General Partner, L.P.,
its General Partner
By: SCP Private Equity II, LLC, its Manager
By: /s/ Xxxxx X. Xxxxxxx
--------------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Manager
CONFIRMED AND AGREED TO:
ICG HOLDINGS, INC.
By: /s/ Xxxxx X. Nassau
-----------------------------------------
Name: Xxxxx X. Nassau
Title: Managing Director and General Counsel
Date: As of February 16, 2001
BREAKAWAY SOLUTIONS, INC.
By: /s/ Xxxxx Xxxxxxxxx
------------------------------------------
Name: Xxxxx Xxxxxxxxx
Title: Chief Financial Officer
Date: As of February 16, 2001
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