AMENDMENT NO. 1 TO PURCHASE AGREEMENT
THIS AMENDMENT NO. 1 TO PURCHASE AGREEMENT (this "Amendment") dated as of
December 12, 1995, is by and among PREFERRED NETWORKS, INC., a Delaware
corporation (the "Company") and each of the Persons listed as a Purchaser on the
signature pages to this Amendment (referred to herein collectively as the
"Purchasers" and individually as a "Purchaser").
RECITALS:
WHEREAS, the Company and the Purchasers have entered into a Purchase
Agreement dated as of June 21, 1995 (the "Purchase Agreement") with respect to
the acquisitions by the Purchasers of shares of Series B Convertible Preferred
Stock of the Corporation;
WHEREAS, the Company and the Purchasers desire to amend the Purchase
Agreement in certain respects as provided herein.
STATEMENT OF AMENDMENT:
NOW, THEREFORE, in consideration of the premises, the mutual covenants and
agreements of the parties herein and in the Purchase Agreement, and other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. Defined Terms. Capitalized terms not defined in this Agreement are
used as defined in the Purchase Agreement.
2. Deletion of Certain Provisions. The following provisions of the
Purchase Agreement, and references thereto, shall be deleted from the Purchase
Agreement upon completion of the "Qualified Senior Public Offering" currently
contemplated by the Company, as such term is defined in the Company's
Certificate of Incorporation as the same may hereafter be amended (the
"Certificate of Incorporation"), and all references to a "Qualified Public
Offering" as defined in the Purchase Agreement shall be deemed to be references
to a "Qualified Senior Public Offering" as defined in the Certificate of
Incorporation:
(a) Section 3A (delivery of financial information), except to the
extent necessary for each SBIC Holder to comply with applicable law;
(b) Section 3C (attendance at board meetings);
(c) Section 3D (restrictions);
(d) Section 3E (affirmative covenants);
(e) Section 3F (underlying common stock and warrant covenants);
and
(f) Section 3K (public disclosure).
3. Public Disclosures. Notwithstanding the provisions of Section 3K of
the Purchase Agreement, the Purchasers may be listed as stockholders in any
registration statements or report filed with the Securities and Exchange
Commission or any state securities commission and the transactions with the
Purchasers contemplated by the Purchase Agreement may be described therein
without prior review or approval by the Purchasers.
4. FCC Matters. The Company hereby represents that on December 11,
1995, it filed an application with the FCC to obtain FCC Approval as
contemplated by Section 3M(i) of the Purchase Agreement. Section 3M(i) of the
Purchase Agreement (requiring FCC approval by September 30, 1995) is hereby
deleted from the Purchase Agreement, and the Purchasers hereby waive any rights
they have arising out of the failure of the Company to have complied previously
with Section 3M(i) on a timely basis.
5. General. Except as hereby amended, all the terms and provisions of
the Purchase Agreement shall continue in full force and effect.
6. Counterparts. This Amendment may be executed by each party upon a
separate copy, and in such case one counterpart of this Amendment shall consist
of enough of such copies to reflect the signatures of all of the parties. This
Amendment may be executed in two or more counterparts, each of which shall be an
original, and each of which shall constitute one and the same amendment. Any
party may deliver an executed copy of this Amendment by facsimile transmission
to the other parties and such delivery shall have the same force and effect as
delivery of a manually signed copy of this Amendment.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first set forth above.
