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EXHIBIT 10.11.1
AMENDMENT TO STOCK PURCHASE AGREEMENT II
THIS AMENDMENT TO STOCK PURCHASE AGREEMENT II (the "Amendment") is
dated as of the 7th day of October, 1999, and is entered into by and between
Security First Technologies Corporation, a Delaware corporation ("S1") and
Michel Akkermans ("Akkermans").
RECITALS:
A. The parties hereto and other individuals and entities have
previously entered into that certain Stock Purchase Agreement II, dated as of
September 21, 1999 (the "Agreement"), pursuant to which the Purchasers (as
defined in the Agreement) agreed to purchase, and S1 agreed to sell, a certain
number of shares of S1 Common Stock (as defined in the Agreement) upon the terms
and conditions contained in the Agreement.
B. Pursuant to Section 10.6 of the Agreement, the parties hereto
desire to amend and replace Section 2.2 of the Agreement.
C. All capitalized terms used herein and not otherwise defined
herein shall have the meanings ascribed to them in the Agreement.
AGREEMENT:
NOW, THEREFORE, in consideration of the foregoing Recitals and the
mutual promises, representations, warranties, covenants and conditions set forth
herein and in the Agreement, the sufficiency of which is hereby acknowledged,
the parties mutually agree as follows:
SECTION 1. AMENDMENT.
Effective as of the date hereof, Section 2.2 of the Agreement shall
be deleted and the following shall be substituted in lieu thereof:
"2.2 ADDITIONAL OPTIONS.
Upon the First Closing, or as soon as possible thereafter, S1 shall
grant, as compensation and pursuant to the terms of one of its stock
option plans existing as of the date hereof, a number of options to
purchase shares of S1 Common Stock (each, an "Additional Option") to such
individuals who are employees of FICS or any of its subsidiaries and as
designated by Michel Akkermans ("Akkermans"), solely in his capacity as
an officer and director of S1 and in consultation with S1. No such
options will be granted to Akkermans or a person related to Akkermans.
The aggregate number of
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such grants shall not exceed (a) 4,000,000 (after adjustment for any
stock splits, combinations or dividends or distributions in the S1 Common
Stock between the date of this Agreement and the First Closing) minus (b)
the number of Successor Options to be granted pursuant to Section 2.1
hereof. Each Additional Option shall have an exercise price not less than
the stock price, as quoted on the Nasdaq Stock Market or such other
national exchange on which the S1 Common Stock is then traded, of a share
of S1 Common Stock at the close of business on the last business day
prior to the date of such grant."
SECTION 2. AGREEMENT OTHERWISE UNCHANGED.
Except as otherwise specifically amended herein, the balance of the
Agreement shall remain unchanged and in full force and effect.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be executed and delivered as of the date first above written.
SECURITY FIRST TECHNOLOGIES CORPORATION
By: /s/ XXXXXX X. XXXXXXXXX
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Name: Xxxxxx X. Xxxxxxxxx
Title: Chief Financial Officer
/s/ MICHEL AKKERMANS
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MICHEL AKKERMANS
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