AMENDMENT TO STOCKHOLDERS' AGREEMENT
THIS AMENDMENT TO STOCKHOLDERS' AGREEMENT (this "Amendment") is made
and entered into as of this 31st day of August, 2001, by and among
XXXXXXXXXX.XXX INC., a Delaware corporation (the "Company"), PLANET
ZANETT CORPORATION INCUBATOR, INC., a Delaware corporation (the
"Investor"), XXXX I, LLC, a Delaware limited liability company
("XXXX"), Xx. Xxxxx Xxxxxxxxxxx, Xx. Xxxx Xxxxxx and Xx. Xxx Xxxxxxx
(collectively, the "Founders").
RECITALS
A. The Company, the Investor, XXXX and the Founders are parties to a
Stockholders' Agreement Dated as of January 26, 2001 (the
"Stockholders' Agreement").
B. As of the date hereof, the Investor has agreed to purchase from the
Company, and the Company has agreed to sell to the Investor, Three
Thousand Three Hundred Twenty Two (3,322) shares of the Company's
Series A Convertible Preferred Stock, on the terms and conditions set
forth in that certain Stock Purchase Agreement, of even date herewith,
by and between the Company, the Investor, XXXX, Xx. Xxxxx Xxxxxxxxxxx
and Xx. Xxxx Xxxxxx (the "Purchase Agreement").
C. Pursuant to Section 5.5 of the Stockholders' Agreement, the
Stockholders' Agreement can be amended by a written instrument executed
by the Company, the holders of at least a majority of the shares of
Common Stock (as defined therein) held by the Investor and by the
holders of a majority of the shares of Common Stock held by all the
Principal Stockholders (as defined therein).
D. The parties hereto constitute the majority required to amend the
Stockholders' Agreement.
E. The parties hereto have agreed to amend the Stockholders' Agreement
as follows:
1. Section 4.1 of the Stockholders' Agreement is hereby amended in
its entirety to read as follows:
"Voting Agreement. The Investor and the Principal Stockholders agree
that in any election of directors of the Company, they shall vote all
shares of capital stock of the Company owned or controlled by them to
elect a Board of Directors consisting of two (2) directors designated
by the holders of a majority of the Common Stock ("Common Directors")
and three (3) directors designated by the holders of a majority of
Common Stock then owned by the Investor (the "Investor Directors")."
2. All references to the "Investor Director" contained in the
Stockholders' Agreement are hereby changed to the "Investor Directors".
IN WITNESS WHEREOF, the parties hereto have executed this Amendment to
Stockholders' Agreement as of the date and year first above written.
XXXXXXXXXX.XXX INC.,
a Delaware corporation
By:/s/ Xxxxx Xxxxxxxxxxx
Xx. Xxxxx Xxxxxxxxxxx
President & CEO
PLANET ZANETT CORPORATE INCUBATOR
INC., a Delaware corporation
By:/s/ Xxxxx XxXxxxxx
Xxxxx XxXxxxxx
Chief Executive Officer
XXXX I, LLC,
a Delaware limited liability company
By:/s/ Xxxxx Xxxxxxxxx
Xxxxx Xxxxxxxxx
Member
FOUNDERS:
/s/ Xxxxx Xxxxxxxxxxx
Xxxxx Xxxxxxxxxxx
/s/ Xxxx Xxxxxx
Xxxx Xxxxxx
/s/ Xxx Xxxxxxx
Xxx Xxxxxxx
