Exhibit 10.14(a)
AMENDMENT XX. 0
XXXXXXXXX XX. 0 (this "Amendment"), dated as of February ___, 2002
effective as of December 31, 2001, among CentrPort, Inc., a Delaware corporation
(together with its predecessor in interest CentrPort, LLC, the "Company"), Modem
Media, Inc., a Delaware corporation ("Modem Media), and the investors listed on
Exhibit A (the "Schedule of Investors") attached hereto (each an "Investor" and
collectively, the "Investors").
WHEREAS, pursuant to the Stock Purchase Agreement dated December 22, 2000
between the Company, Modem Media and the Investors (the "Agreement"), each
Investor purchased from the Company and Modem Media the number of shares of
Series A Preferred Stock, par value $0.01 per share, of the Company (the "Series
A Preferred Stock") specified opposite such Investor's name on the Schedule of
Investors;
WHEREAS, the parties to the Agreement desire to amend the Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and agreements set
forth in this Amendment, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
1. The first sentence of Section 1.4 of the Agreement shall be deleted in
its entirety and the following shall be substituted therefore:
"The Investors shall pay, by wire transfer, the remaining 25% of the
aggregate Purchase Price payable to the Company on the first anniversary of
the Closing and the remaining 50% of the aggregate Purchase Price payable
to Modem Media on the second anniversary of the Closing, unless there has
been a Change of Control of Modem Media on or prior to the first
anniversary of the Closing, in which case the Investors will remain
obligated to make such payments only if (1) the VAR Agreement continues to
be in full force and effect (unless it has been validly terminated by Modem
Media or the acquiring entity pursuant to the terms of the VAR Agreement),
(2) the Company maintains its preferred status under the VAR Agreement and
(3) the acquiring entity has no competing technology performing functions
similar to those provided by the Company"
2. All other terms and conditions contained in the Agreement shall remain
in full force and effect.
[SIGNATURE PAGES FOLLOW]
XXXXXX XXXXXX CAPITAL PARTNERS PARTNER FUND LLC
By: Xxxxxx Xxxxxx Capital Partners LLC, its manager
By: /s/ Xxxx Xxxxxxxxx
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Name: Xxxx Xxxxxxxxx
Title: Partner
XXXXXX XXXXXX CAPITAL PARTNERS EMPLOYEE FUND LP
By: Xxxxxx Xxxxxx Capital Partners LLC, its manager
By: /s/ Xxxx Xxxxxxxxx
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Name: Xxxx Xxxxxxxxx
Title Partner
XXXXXX XXXXXX CAPITAL PARTNERS (DUTCH), L.P.
By: Xxxxxx Xxxxxx Capital Partners (Dutch) LLC, its general partner
By: Xxxxxx Xxxxxx Capital Partners LLC, its managing member
By: /s/ Xxxx Xxxxxxxxx
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Name: Xxxx Xxxxxxxxx
Title: Partner
TWP CENTRPORT INVESTORS
By: /s/ Xxxxxx Xxxxxxx
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Name: Xxxxxx Xxxxxxx
Title: Chief Financial Officer
TWP 2000 CO-INVESTMENT FUND, L.P.
By: Xxxxxx Xxxxxx Capital Partners LLC, its general partner
By: /s/ Xxxx Xxxxxxxxx
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Name: Xxxx Xxxxxxxxx
Title: Partner
VENTURE STRATEGY PARTNERS II, LP
By: /s/ Xxxxxx Xxxx Gallanter
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Name: Xxxxxx Xxxx Xxxxxxxxx
Title: Managing Partner
VENTURE STRATEGY AFFILIATE FUND L.P.
By: /s/ Xxxxxx Xxxx Gallanter
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Name: Xxxxxx Xxxx Xxxxxxxxx
Title: Managing Partner
MODEM MEDIA, INC.
By: /s/ Xxxx Xxxxxxxxxx
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Name: Xxxx Xxxxxxxxxx
Title: President and CEO
TRIDENT CAPITAL FUND-V, L.P.
By: Trident Capital Management-V, L.L.C.,
Its General Partner
By: /s/ Xxxxxxx Xxxxxxxxxxx
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Name: Xxxxxxx Xxxxxxxxxxx
Title: Managing Director
XXXXXXXX ASSOCIATES III, L.P.
By: Xxxxxxxx Partners III, LLC, General Partner
By: /s/ Xxxxxxxx Xxxxxx
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Name: Xxxxxxxx Xxxxxx
Title: Vice President
XXXXXXXX PARTNERS III, L.P.
By: Xxxxxxxx Partners III, LLC, General Partner
By: /s/ Xxxxxxxx Xxxxxx
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Name: Xxxxxxxx Xxxxxx
Title: Vice President
XXXXXXXX FOREIGN PARTNERS III, L.P.
By: Xxxxxxxx Partners III, LLC, General Partner
By: /s/ Xxxxxxxx Xxxxxx
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Name: Xxxxxxxx Xxxxxx
Title: Vice President
XXXXXX XXXXXXXX XX
By: Xxxxxx Xxxxxxxx Management Company
By: /s/ Xxxxxxx X. Xxxxxx, III
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Name: Xxxxxxx X. Xxxxxx, III
Its: President
STAENBERG PRIVATE CAPITAL
By: /s/ Xxx Xxxxxxxxx
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Name: Xxx Xxxxxxxxx
Title: Managing Member
CENTRPORT, INC.
By: /s/ Xxxxxxx Xxxxxxx
--------------------------------------
Name: Xxxxxxx Xxxxxxx
Title: President
