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EXHIBIT 10.6
INTERACTIVE KNOWLEDGE, INC.
AMENDMENT TO FOUNDER'S STOCK PURCHASE AGREEMENTS
This AMENDMENT TO FOUNDER'S STOCK PURCHASE AGREEMENTS ("Amendment"),
entered into as of 17 May, 1999, amends those Founder's Stock Purchase
Agreements ("Founder's Agreements") entered into by and between Interactive
Knowledge, Inc. (the "Company") and each of the following: F. Xxxxx Xxxxx, Xxxxx
Xxxxxxxx and Xxxxxxx Xxxxxxxx, joint tenants with rights of survivorship, and
Xxxxxxx X. Xxxxxxx and Xxxx Xxxxxxxx Xxxxxxx, joint tenants with rights of
survivorship (each a "Purchaser" and collectively the "Purchasers"), all dated
as of August 1, 1998.
WHEREAS, the Company sold to Purchasers the Company's $.001 par value
common stock ("Common Stock") pursuant to their respective Founder's Agreements;
WHEREAS, pursuant to Section 3(a) of the Founder's Agreements, the Company
has "an irrevocable, exclusive option for a period of 90 days (or such longer
period of time mutually agreed to by Purchaser and the Company) from the date
[of certain events] to repurchase some or all of the Unreleased Shares (as
defined in Section 4) at such time at the original purchase price per share (the
"Repurchase Price")";
WHEREAS, the Company proposes to sell shares of its Series B Preferred
Stock to certain investors ("Series B Investors") pursuant to the Series B
Preferred Stock Purchase Agreement (the "Series B Purchase Agreement") of even
date herewith;
WHEREAS, the Company previously sold shares of its Series A Preferred Stock
to certain investors ("Series A Investors") pursuant to the Series A Preferred
Stock Purchase Agreement (the "Series A Purchase Agreement") dated as of August
1, 1998; and
WHEREAS, in connection with the consummation of the sale of the Series
B Preferred Stock and as a condition of entering into the Series B Purchase
Agreement, the Company and the Purchasers desire to amend the Founder's
Agreements to extend to the Series A and Series B Investors and to the
Purchasers certain rights to purchase Unreleased Shares at the Repurchase Price.
NOW, THEREFORE, in consideration of the mutual promises,
representations, warranties, covenants and conditions set forth in the Amendment
and in the Series A Purchase Agreement and Series B Purchase Agreement, the
parties mutually agree as follows:
1. Section 3(a) as it appears in each of the Founder's Agreements is amended
in its entirety to read as follows:
(a) In the event of any voluntary or involuntary termination of
Purchaser's employment by or services to the Company for any or no
reason (including death
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or disability) before all of the Shares are released from the
Company's repurchase option (the "Repurchase Option") (see Section 4),
the Company shall, upon the date of such termination (as reasonably
fixed and determined by the Company) have an irrevocable, exclusive
option for a period of 90 days (or such longer period of time mutually
agreed to by Purchaser and the Company) from such date to repurchase
some or all of the Unreleased Shares (as defined in Section 4) at such
time at the original purchase price per share (the "Repurchase
Price"). To the extent the Company decides not to repurchase some or
all of the Unreleased Shares pursuant to this Section 3(a), then the
Purchasers, Xxxx Xxxxxx, Xxxxx Xxxxxxxx, the holders of the Series A
Preferred Stock and the Series B Preferred Stock (as of the date of
termination) shall have an option, for a period of 30 days from the
date of the Company's decision not to purchase some or all of the
Unreleased Shares under this Section 3(a) to purchase the remaining
Unreleased Shares at the Repurchase Price. The right of the
Purchasers, Xxxx Xxxxxx, Xxxxx Xxxxxxxx and the holders of the Series
A Preferred Stock and the Series B Preferred Stock to purchase the
Unreleased Shares at the Repurchase Price may be exercised pro-rata in
accordance with the relative stock ownership of such persons who
decide to purchase Unreleased Shares.
2. Section 3(d) as it appears in each of the Founder's Agreements is deleted
in its entirety.
3. In all other respects, the Founder's Agreements remain in full force and
effect.
4. This Agreement is intended to benefit the Purchasers, the Series A and
Series B Holders, Xxxx Xxxxxx and Xxxxx Xxxxxxxx.
5. This Agreement may be executed in any number of counterparts, each of which
shall be an original, but all of which together shall constitute one
instrument.
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In Witness Whereof, the parties hereto have executed this AMENDMENT TO
FOUNDER'S STOCK PURCHASE AGREEMENTS as of the date set forth in the first
paragraph above.
COMPANY: PURCHASERS:
INTERACTIVE KNOWLEDGE, INC.
By: /s/ XXXXXXX X. XXXXXXX By: /s/ XXXXXXX X. XXXXXXX
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Name: Xxxxxxx X. Xxxxxxx Xxxxxxx X. Xxxxxxx and Xxxx
---------------------------- Gulstrom Xxxxxxx, joint tenants with
Title: President and survivorship rights
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Chief Executive Officer
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By: /s/ XXXXX XXXXXXXX
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Xxxxx Xxxxxxxx and Xxxxxxx
Xxxxxxxx, joint tenants with
survivorship rights
By: /s/ F. XXXXX XXXXX
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F. Xxxxx Xxxxx
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