AMENDMENT NO. 1
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AMENDED AND RESTATED STOCK PURCHASE AGREEMENT
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Amendment No. 1 to the Amended and Restated Stock Purchase Agreement dated March
24, 2000 ("Amendment"), by and among Asia Web Holdings, Inc. (formerly,
XxxXxx.Xxx Inc.), a Delaware Corporation with its principal executive offices
located at 0000 Xxxxxx Xxxx Xxxxx, Xxxxx 000, Xxxxxxxx, Xxxxxxxxxx 00000
(hereinafter "AWHI"), AcuBid Acquisition Corp., a Delaware Corporation wholly
owned by AWHI ("Acquisition Corp."), PT. Jaring Data Interaktif, an Indonesian
Corporation with its principal offices located at Wisma Indovision, Mezzanine
Floor, XX. Xxxx Xxxxxxx X/000 Xxxxx Xxxxxx, Xxxxxxx 00000, Xxxxxxxxx ("JDI") and
Alanberg Pte. Ltd., a Singapore corporation ("Seller" or "Alanberg"), having
assumed all of the duties, rights, and obligations of Adisatrya Suryo Sulisto
("Sulisto") under this Stock Purchase Agreement pursuant to a Sale and Purchase
Agreement dated June 12, 2000 between Sulisto and Alanberg and attached as
Exhibit A to this amendment.
W I T N E S S E T H:
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WHEREAS, AWHI and Acquisition Corp. on the one hand and JDI and Seller
on the other hand entered into an Amended and Restated Stock Purchase Agreement
on March 24, 2000; and,
WHEREAS, the parties desire to enter into an amendment of Article III
of the Amended and Restated Stock Purchase Agreement;
NOW, THEREFORE, in consideration of the foregoing and of the mutual
promises, covenants, representations, warranties and conditions herein
contained, the parties hereto agree that Article III of the Amended and Restated
Stock Purchase Agreement is amended as follows:
ARTICLE III - ADJUSTMENT OF PURCHASE PRICE SHALL BE AMENDED AS FOLLOWS:
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3.1. Seller contemplates arranging for Xxxxx X. Xxxxxx Trust ("Zilkha")
to purchase 1,000,000 shares (the "Additional Shares") of AWHI Series B
Convertible Preferred Stock (convertible to 5,000,000 common shares) at $10.00
per share (the "Preferred Shares"), for an aggregate cash purchase price of
$10,000,000. Additionally, as part of the purchase of the Preferred Shares,
Zilkha will receive a warrant to purchase an additional 5,000,000 shares of
common stock at $2.00 per share for the first three years after the Closing Date
as defined in Article IX of the Amended and Restated Stock Purchase Agreement,
and $4.00 per share (the "Warrant Shares") for an additional two years
thereafter. Zilkha will also receive a warrant to purchase additional 2,000,000
shares of common stock at $5.00 per share for a period of five years after the
Closing Date as defined in Article IX of the Amended and Restated Stock Purchase
Agreement. AWHI agrees to issue and sell the additional shares and the warrant
shares to Zilkha at such price subject to Zilkha making the same investment
representations required of Seller under Section 4.20 of the Amended and
Restated Stock Purchase Agreement. The Amended and Restated Stock Purchase
Agreement is made in part for the benefit of Zilkha, and Zilkha shall be
entitled to all rights, remedies, and other benefits under the Amended and
Restated Stock Purchase Agreement to which Seller is entitled, on a pro rata
basis, in accordance with the number of shares of AWHI Common Stock issued or to
be issued each. Such rights, remedies and other benefits shall include, without
limitation all representations, warranties, covenants, and agreements of AWHI
and Acquisition Corp. hereunder and all registration rights granted to Seller
under this Agreement. The parties acknowledge that Zilkha may transfer some or
all of the Additional Shares to the children or grandchildren of Xxxxx X.
Xxxxxx, or to trusts for their benefit, subject to such transferees making the
same investment representations required of Seller under Section 4.20 of this
Agreement.
IN WITNESS WHEREOF, the parties have duly executed that this Amendment
on this 20th day of June, 2000.
ASIA WEB HOLDINGS, INC.
By: /s/ Xxxxxxx X Xxxxxxxx
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Xxxxxxx X. Xxxxxxxx, Chief Executive Officer
ACUBID ACQUISITION CORP.
By: /s/ Xxxxxxx X Xxxxxxxx
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Xxxxxxx X. Xxxxxxxx, President
PT. JARING DATA INTERAKTIF
By: /s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx, President Director
ALANBERG PTE. LTD.:
By: /s/ Xxxxxxxxx Xxxxxxxx
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Xxxxxxxxx Xxxxxxxx, Director
WITNESSES:
1. /s/ Xxxxxxxx Xxxxxxxx 2. /s/ Xxxxxx Xxxxx
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Xxxxxxxx Xxxxxxxx Xxxxxx Xxxxx
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