October 16, 2000
Wit Soundview Group, Inc.
000 Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Dear Sirs:
Reference is made to the Stock Purchase Agreement, dated May
15, 2000 (the "Agreement"), by and among Wit Soundview Group, Inc. (f/k/a Wit
Capital Group, Inc.), E*Trade Group, Inc., General Atlantic Partners 68, L.P.
("GAP 68"), GapStar, LLC ("GapStar") and GAP Coinvestment Partners II, L.P.
("GAP Coinvestment"). Capitalized terms used herein and not otherwise defined
herein shall have the meaning ascribed to such terms in the Agreement.
The undersigned are writing to confirm that (i) GAP 68 and
GapStar have assigned and transferred all of their rights and obligations under
the Agreement to General Atlantic Partners 61, L.P. ("GAP 61") and GAP
Coinvestment, (ii) each of GAP 61 and GAP Coinvestment shall purchase the
aggregate number of shares of Common Stock set forth below opposite its name, at
a purchase price equal to $10.25 per share, for the aggregate purchase price set
forth below opposite its name and (iii) subject to the satisfaction or waiver of
the conditions set forth in Section 4 of the Agreement, GAP 61 and GAP
Coinvestment shall fund such aggregate purchase price on or prior to October 26,
2000.
NAME NUMBER OF SHARES PURCHASE PRICE
---- ---------------- --------------
General Atlantic Partners 61, L.P. 1,645,070 $16,861,967.50
GAP Coinvestment Partners II, L.P. 354,930 3,638,032.50
Total 2,000,000 $20,500,000.00
The parties hereto hereby agree that GAP 61 shall be deemed a
Purchaser under the Agreement.
2
Please confirm your agreement with the foregoing by signing
this letter in the appropriate space below and faxing it to the undersigned at
000-000-0000.
Very truly yours,
General Atlantic Partners 68, L.P.
By: General Atlantic Partners, LLC,
its general partner
By: /s/ Xxxxxx X. Xxxxxx
----------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Attorney-in-Fact
GapStar, LLC
By: General Atlantic Partners, LLC,
its managing member
By: /s/ Xxxxxx X. Xxxxxx
----------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Attorney-in-Fact
General Atlantic Partners 61, L.P.
By: General Atlantic Partners, LLC,
its general partner
By: /s/ Xxxxxx X. Xxxxxx
----------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Attorney-in-Fact
GAP Coinvestment Partners II, L.P.
By: /s/ Xxxxxx X. Xxxxxx
----------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Attorney-in-Fact
3
Accepted and agreed:
Wit Soundview Group, Inc.
By: /s/ Xxxxx X. Xxxxxx
----------------------------------
Name: Xxxxx X. Xxxxxx
Title: Senior V.P. and Co-General Counsel
E*Trade Group, Inc.
By: /s/ Xxxxxxxx X. Xxxxxxxxxx
----------------------------------
Name: Xxxxxxxx X. Xxxxxxxxxx
Title: Chief Legal Affairs Officer
and Corporate Secretary
