FIRST AMENDMENT TO
AGREEMENT
THIS FIRST AMENDMENT TO AGREEMENT (this "Amendment") is entered into as of
January 4, 2000, to amend the Agreement dated December 8, 1999, by and between
Sensar Corporation, a Nevada corporation ("Sensar"), and Net2Wireless, Inc., a
Delaware corporation ("Net2Wireless"), based on the following:
Premises
A. Sensar and Net2Wireless are parties to the Agreement (the
"Acquisition Agreement") dated December 8, 1999, pursuant to which Sensar has
agreed to provide funding to Net2Wireless and holds the right to acquire
Net2Wireless. The parties wish to amend the Acquisition Agreement as set forth
herein.
B. This Amendment is entered into in conformance with Section 10.2 of
the Acquisition Agreement which requires that any modification of the
Acquisition Agreement be set forth in writing and signed by all parties.
Agreement
NOW, THEREFORE, based on the foregoing premises and in consideration of the
agreements, representations, warranties, and covenants contained herein, and the
benefits to the parties to be derived therefrom, the parties agree as follows:
1. Defined Meanings. Capitalized terms used in this Amendment and not
defined shall have the meanings given to them in the Acquisition Agreement.
2. Negative Covenants of Sensar. Under the provisions of section
3.03(b) of the Acquisition Agreement, Sensar is prohibited, inter alia, from
adopting any recapitalization or split of its capital stock. Sensar and
Net2Wireless have considered the potential effects of a forward split of
Sensar's stock and consider it in the best interests of both the current
shareholders of Sensar and the Net2Wireless shareholders who will receive Sensar
common stock if either Sensar or Net2Wireless elects to exercise their
respective option under the provisions of section 2.04 of the Acquisition
Agreement to trigger a reorganization between the parties. Consequently, the
parties agree that the following transaction shall not be a violation of
Sensar's obligations under section 3.03 of the Acquisition Agreement:
The implementation by Sensar of a forward split of its issued and
outstanding common stock on the basis of two for one (2:1), so that the holder
of shares of common stock would receive one (1) additional share for each share
of common stock held as of the Record Date (as defined below). The forward
split would be effective for all holders of common stock as of January 12, 2000
(the "Record Date") and would be completed as quickly as reasonably practical
following the filing of the necessary notices. All options, warrants and other
rights to acquire Sensar common stock outstanding on the Record Date would be
adjusted to give effect to the forward split.
3. Terms of the Reorganization. Section 2.05 of the Acquisition
Agreement is hereby amended to give effect to the forward split of the issued
and outstanding Sensar common stock by doubling the share amounts of the Sensar
common stock so that "8,000,000" is replaced with "16,000,000" and "5,500,000"
is replaced with "11,000,000." In addition, the number "4" contained in the
formula calculating the number of additional shares to be issued under certain
circumstances is replaced by the number "2."
4. Affirmative Covenants of Sensar. Section 3.02 of the Acquisition
Agreement is hereby amended to give effect to the forward split by replacing the
share amount of "3,150,000" with the share amount of "6,300,000" where it
appears in that paragraph.
5. Conforming Changes. All other references in the Acquisition
Agreement to the issued and outstanding shares of common stock of Sensar, or the
rights to acquire common stock of Sensar, are hereby amended to give effect to
the forward split by doubling the number of shares referred to and, in the case
of rights to acquire shares, by decreasing the per share exercise or strike
price to one-half of that stated.
6. Ratification of Acquisition Agreement. Except as specifically
provided in Sections 1 through 5 hereof, the parties specifically ratify,
confirm and adopt as binding and enforceable, all of the terms and conditions of
the Acquisition Agreement.
EXECUTED effective the date first above written.
SENSAR CORPORATION
By /s/ Xxxxxx X. Xxxxx
Xxxxxx X. Xxxxx, CEO
NET2WIRELESS, INC.
By /s/ Hemi Davidson
Hemi Davidson, CEO
