AMENDMENT AGREEMENT
THIS AMENDMENT AGREEMENT is hereby entered into effective this 30th day of
April, 2002 by and among NetWolves Corporation, NetWolves Acquisitions, Inc.,
Norstan Network Services, Inc. and Norstan, Inc.
W I T N E S S E T H:
WHEREAS, the aforementioned parties have entered into that certain Stock
Purchase Agreement, dated as of January 30, 2002 (the "Purchase Agreement");
WHEREAS, Section 2.3(e) of the Purchase Agreement states that either party
may terminate the Agreement without liability to the other in the event that the
Closing does not occur on or before the 90th day following the parties execution
and delivery of the Purchase Agreement (the "Termination Date"); and
WHEREAS, the parties desire to extend the Termination Date to the 121st day
following the parties execution and delivery of the Purchase Agreement.
NOW, THEREFORE, in consideration of the foregoing, and for other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties agree as follows:
A G R E E M E N T:
1. Amendment of Purchase Agreement. Each of Sections 2.1 and 2.3(e) of the
Purchase Agreement are hereby amended such that the language "ninetieth (90th)"
is deleted and replaced with the language "one hundred fifty-first (151st)."
2. Continued Effectiveness of Purchase Agreement. Except as amended hereby,
the Purchase Agreement remains in full force and effect without modification,
amendment or alteration and is binding upon and enforceable by and against the
parties thereto.
3. Governing Law. This Amendment Agreement shall be governed by and
construed in accordance with the laws of the State of Minnesota without giving
effect to principles of conflicts of laws contained therein.
4. Counterparts. This Amendment Agreement may be executed in multiple
counterparts, each of which shall be an original, but all of which, when taken
together, shall be deemed one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment
Agreement as an instrument under seal as of the date first above written.
NETWOLVES CORPORATION
By: /s/ Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx
Title: Chief Financial Officer
NETWOLVES ACQUISITIONS, INC.
By: /s/ Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx
Title: Secretary
NORSTAN, INC.
By: /s/ Xxxxx X. Xxxxxxx
Name: Xxxxx X. Xxxxxxx
Title: President and Chief
Executive Officer
NORSTAN NETWORK SERVICES, INC.
By:/s/ Xxxxx X. Xxxxxxx
Name: Xxxxx X. Xxxxxxx
Title: President and Chief
Executive Officer
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