AMENDMENT NO. 1
TO PURCHASE AGREEMENT
This Amendment No. 1 is made as of this 5th day of August 1997 by and among
Network General Corporation, a Delaware corporation ("Network General"), Network
General Technology Corporation, a Delaware corporation and a wholly-owned
subsidiary of Network General ("NGTC"), Cinco Networks, Inc., a California
corporation ("CNI"), and the holders of all of the outstanding stock of CNI, as
set forth on Exhibit A attached to the Purchase Agreement (as defined below)
(the "Sellers"). This Amendment No. 1 amends the Purchase Agreement (the
"Purchase Agreement") by and among the parties entered into as of July 29, 1997.
In consideration of the promises made herein, the parties hereto agree to
amend the Purchase Agreement pursuant to Section 13.7 thereof, as follows:
1. Section 1.3 of the Purchase Agreement is amended to change the words
"Forty Million Dollars ($40,000,000)" to "Thirty-Nine Million Two Hundred Eighty
Thousand Dollars ($39,280,000)."
2. Section 2.2(a) of the Purchase Agreement is amended to read in full as
follows:
"(a) In consideration of Sellers' obligations hereunder, NGTC shall
pay the Sellers up to an aggregate of Thirty-Nine Million Two Hundred Eighty
Thousand Dollars ($39,280,000), to be paid as follows: (i) a cash payment of
Twenty Six Million Two Hundred Eighty Thousand Dollars ($26,280,000) to be paid
to and on behalf of the Sellers at the Closing (the "Initial Payment"),
(ii) Thirteen Million Dollars ($13,000,000) to be paid upon achievement of the
contingencies and in the manner described in EXHIBIT B attached hereto (the
"Contingency Payment") and (iii) the additional amounts described in the first
paragraph of Section I of EXHIBIT B. The portion of the Initial Payment and the
Contingency Payment to be paid to each Seller shall be determined based upon the
respective share holdings at the time of Closing as set forth on EXHIBIT A."
3. Section 13.6 of the Purchase Agreement is amended to read in full as
follows:
"13.6 EXPENSES. Except as provided to the contrary herein, each party
shall pay all of its own costs and expenses incurred with respect to the
negotiation, execution and delivery of this Agreement and the exhibits hereto;
provided, however, that Network General shall cause CNI to pay promptly after
the Closing the reasonable fees and expenses of (a) Shilling & Xxxxxx, Inc.,
CNI's independent accountants, for the audit of CNI's financial statements for
the fiscal year ended Xxxxx 00, 0000, (x) Venture Law Group, A Professional
Corporation, for services rendered in connection with the Purchase Agreement and
the ancillary agreements and transactions, which fees and expenses will be, and
will not exceed, One Hundred Twenty-Five Thousand Dollars ($125,000), and (c)
Broadview Associates, LLC, in connection with services rendered on behalf of CNI
in
connection with this transaction, which fees and expenses will be, and will not
exceed, Five Hundred Ninety-Five Thousand Dollars ($595,000)."
In all other respects, the Purchase Agreement remains unchanged and in full
force and effect. All capitalized terms not otherwise defined herein, shall
have the same meanings ascribed them in the Purchase Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 1
to the Purchase Agreement as of the date first above written.
NETWORK GENERAL CORPORATION NETWORK GENERAL
TECHNOLOGY CORPORATION
By: /s/ Xxxxx X. Xxxxx By: /s/ Xxxxx X. Xxxxx
------------------------------- ---------------------
Title: VP Title: Secretary
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Counterpart Signatures of SELLERS CINCO NETWORKS, INC.
/s/ Xxxx X. Au
----------------------------------- By: /s/ Xxxx X. Au
Signature --------------------------
Print Name: Xxxx X. Au Title: President
------------------------ -----------------------
/s/ Xxxxx X. Xxx
-----------------------------------
Signature
Print Name: Xxxxx X. Xxx
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/s/ Jeng Long Jiang
-----------------------------------
Signature
Print Name: Jeng Long Jiang
------------------------
/s/ Xxxxxx Xx
-----------------------------------
Signature
Print Name: Xxxxxx Xx
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/s/ Miles Wu
-----------------------------------
Signature
Print Name: Miles Wu
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