FIRST AMENDMENT
TO
SECURITIES PURCHASE AGREEMENT
by and among
Paradigm Technology, Inc.,
NewLogic Corp.,
and Certain Securityholders of NewLogic Corp.
dated as of April 22, 1996
THIS FIRST AMENDMENT (this "Amendment") to that certain Securities
Purchase Agreement by and among Paradigm Technology, Inc., a Delaware
corporation ("Paradigm"), NewLogic Corp., a Delaware corporation ("NewLogic"),
and the securityholders of NewLogic listed on Schedule A thereto (the "Purchase
Agreement") is entered into as of the 9th day of May, 1996. Capitalized terms
used herein shall have the respective meanings ascribed to them in the Purchase
Agreement.
WHEREAS, each securityholder of NewLogic is entitled to privacy in his
or her financial dealings vis-a-vis each other securityholder of NewLogic;
NOW, THEREFORE, in consideration of the mutual covenants herein
contained and for other good and valuable consideration, the receipt of which is
hereby acknowledged, the parties hereby agree as follows:
1. Upon distribution of the Securities Purchase Agreement to each
Securityholder, each schedule attached to the Securities Purchase Agreement
shall be redacted such that only information relating to the NewLogic securities
held by such Securityholder and the Paradigm securities or cash payment to be
exchanged therefor is provided.
2. Notwithstanding anything to the contrary in this Amendment, nothing
in this Amendment shall prevent the provision of information regarding: (1) the
exchange ratios between NewLogic securities and Paradigm securities; (2) the
exchange ratio between NewLogic securities and cash; and (3) the percentage of
each other Securityholder's NewLogic securities which will be exchanged for
Paradigm securities and the percentage of each other Securityholder's NewLogic
securities which will be exchanged for cash in the Notice of Fairness Hearing to
be provided to each Securityholder.
3. This Amendment may be executed in several counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument. Each Securityholder's execution and delivery of a
signature page to the Purchase Agreement shall signify such Securityholder's
ratification and approval of this Amendment, which shall be appended to the
Purchase Agreement and incorporated therein by
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this reference at such time as the Purchase Agreement is distributed to the
Securityholders for execution.
4. In all other respects, the Purchase Agreement is hereby ratified and
confirmed.
IN WITNESS WHEREOF, the parties hereto have caused this First Amendment
to be executed as of the day and year first above written.
PARADIGM TECHNOLOGY, INC. NEWLOGIC CORP.
By: By:
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Its: Its:
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