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EXHIBIT 2.4
AMENDMENT NO. 1 TO PURCHASE AGREEMENT
This AMENDMENT NO. 1 (this "Amendment") to the Purchase Agreement (the
"Purchase Agreement"), dated December 18, 1998, by and among CNET, Inc., a
Delaware Corporation ("Buyer"), Jenesys LLC, a Washington limited liability
company ("Seller"), and, for the limited purposes specified on the signature
page thereto, Xxxxx Xxxxxxx ("Xxxxxxx"), is entered into as of January 22, 1999,
by and among Buyer, Seller and Xxxxxxx.
WHEREAS, the parties hereto wish to amend certain provisions of the
Purchase Agreement.
NOW, THEREFORE, in consideration of the premises and the
representations, warranties and agreements set forth in this Amendment and the
Purchase Agreement, the parties hereto agree as follows:
1. Closing. Section 7.1 of the Purchase Agreement is hereby deleted in
its entirety and replaced with the following:
"7.1 Termination. This Agreement and the transactions contemplated
hereby may be terminated and abandoned (a) at any time prior to the
Closing by mutual written consent of Buyer and Seller; or (b) by either
Buyer or Seller if the Closing has not occurred by the close of
business on February 12, 1999. Any termination pursuant to clause (b)
above will be without prejudice to any right that any party may have
hereunder against the other party for any misrepresentation or breach
of warranty or covenant under this Agreement."
2. Authority Relative to the Amendment. The execution, delivery and
performance of the Purchase Agreement and this Amendment and the consummation of
the transactions contemplated thereby and hereby have been duly and effectively
authorized by all necessary action of the parties, and the Purchase Agreement,
as amended by this Amendment, constitutes the valid and binding obligations of
the parties, enforceable against each of them in accordance with its terms.
3. Reference to and Effect on the Purchase Agreement.
(a) Upon execution of this Amendment, each reference in the
Purchase Agreement to "this Agreement," "hereunder," "hereof," "herein" or words
of like import, and each reference in any document related thereto, or executed
in connection herewith, shall mean and be a reference to the Purchase Agreement
as amended hereby, and the Purchase Agreement and this Amendment shall be read
together and construed as one single instrument.
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(b) Except as specifically amended above, the Purchase
Agreement shall remain in full force and effect and is hereby ratified and
confirmed by the parties.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the date first above written.
CNET, INC.
/s/ XXXXXXX X. XXXXXXX
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Chief Financial Officer
Date: January 22, 1999
JENESYS LLC
/s/ XXXXX XXXXXXX
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Xxxxx Xxxxxxx, Member
Date: January 22, 1999
