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EXHIBIT 4.5
NEXTERA ENTERPRISES, INC.
December 28, 1998
Sibson Persons
c/o Xxxxx Xxxxxx
Xxxxxx & Company
00000 Xxxxxxxx Xxxx.
Xxxxx 0000
Xxx Xxxxxxx, Xxxxxxxxxx 00000
Dear Xxxxx:
This letter will serve to set forth in writing our agreement relating to
certain matters associated with the Stockholders Agreement dated August 31,
1998, by and among Nextera Enterprises, Inc., Nextera Enterprises, L.L.C., and
the individuals and other parties listed on the signature pages thereof, and the
First Amendment To Stockholders Agreement dated December 15, 1998 (collectively,
the "Stockholders Agreement"). All terms used herein which are not otherwise
defined herein shall have the same meaning as set forth in the Stockholders
Agreement.
The First Amendment replaces Section 12.1 of the Stockholders Agreement
with a new Section 12.1 which provides that the Stockholders Agreement may be
amended solely to add additional parties to the Stockholders Agreement as
Stockholders upon the affirmative vote of a majority of the members of the Board
of Directors of the Company. Notwithstanding the foregoing, the Company agrees
that it will not add additional parties to the Stockholders Agreement without
the consent of Stockholders holding a majority of the Shares held by Sibson
Persons, other than as follows:
1. Those persons who receive stock of the Company in
connection with the transaction involving the contribution of the
stock of Lexecon Inc. to the Company (the "Lexecon Transaction")
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and those persons who exercise stock options that are received in connection
with the Lexecon Transaction may be added to the Stockholders Agreement as
Stockholders without the consent of the Sibson Persons.
2. Those persons who receive stock of the Company in connection with the
transaction involving the purchase of the stock of The Alexander Corporation
Limited by the Company (the "Alexander Transaction") and those persons who
exercise stock options that are received in connection with the Alexander
Transaction may be added to the Stockholders Agreement as Stockholders without
the consent of the Sibson Persons.
3. Those persons who receive stock of the Company in connection with the
provisions of the Share Purchase Agreement dated August 31, 1998, by and between
Sibson Acquisition, Co. and the holders of the shares of Sibson Canada Inc. (the
"Sibson Canada Transaction") and those persons who exercise stock options that
are received in connection with the Sibson Canada Transaction may be added to
the Stockholders Agreement as Stockholders without the consent of the Sibson
Persons.
4. Those persons who exercise stock options that are issued pursuant to
a corporate stock option plan that replaces any plan of Nextera LLC that was in
existence on September 1, 1998, may be added to the Stockholders Agreement as
Stockholders without the consent of the Sibson Persons.
Sincerely,
Nextera Enterprises, Inc.,
a Delaware corporation
By: /s/ Xxxxxxx X. Xxxxx
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Xxxxxxx X. Xxxxx
Its Secretary
