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EXHIBIT 10.7
FIRST AMENDMENT TO PURCHASE AGREEMENT
This First Amendment to Purchase Agreement (the "First
Amendment") dated as of September 30, 1998, is by and among Nextera Enterprises,
L.L.C., a Delaware limited liability company, ("Nextera"), Pyramid Imaging,
Inc., a California corporation ("Pyramid"), the Holders (as defined in the
Purchase Agreement as hereinafter defined) and Nextera Enterprises, Inc., a
Delaware corporation ("Newco").
W I T N E S S E T H
WHEREAS, by that Purchase Agreement (the "Purchase Agreement")
dated as of March 31, 1998 by and among Nextera, Pyramid and the Holders, the
parties thereto agreed, among other things, that Nextera would purchase all of
the issued and outstanding capital stock of Pyramid from the Holders as more
particularly described in the Purchase Agreement;
WHEREAS, Nextera and its members intend to cause the business
of Nextera to be incorporated; and
WHEREAS, Nextera, Pyramid and the Holders desire to modify and
amend the Purchase Agreement and a certain exhibit to the Purchase Agreement as
provided herein.
NOW, THEREFORE, in consideration of the mutual covenants
contained herein and in the Purchase Agreement, and of other good and valuable
consideration, the mutual receipt and legal sufficiency of which are hereby
acknowledged, the parties hereto, for themselves and their respective successors
and assigns, hereby agree as follows:
1. Definitions. Unless otherwise defined herein, all
capitalized terms used herein shall have the meanings ascribed to them in the
Purchase Agreement.
2. Purchase Price. The provisions of Section 1.7 of the
Purchase Agreement are modified as follows:
(a) A new subsection (f) is hereby inserted as follows:
"(f) Incorporation Transaction. From and after such
time as the business of Nextera is incorporated (the "Incorporation
Transaction") pursuant to Section 11 of the First Amendment to Second
Amended and Restated Limited Liability Company Agreement of Nextera
Enterprises, L.L.C. effective as of August 31, 1998 to which each of
the Holders is a party, (i) all references in this Section 1.7 to Buyer
Class A Units shall be deemed to mean the Class A Common Stock of
Nextera Enterprises, Inc., a Delaware corporation, and (ii) each share
of the Class A Common Stock to be issued as Additional Consideration
following the Incorporation Transaction shall correspond to the
percentage membership interest
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represented by one Buyer Class A Common Unit to be issued as Additional
Consideration immediately prior to the Incorporation Transaction."
3. Exhibit D to Purchase Agreement. The Revenue Earn-Out
Schedule attached as Exhibit D to the Purchase Agreement is hereby modified as
follows: All references to "Buyer Class A Units" following the Incorporation
Transaction shall be deemed to mean Class A Common Stock.
4. Full Force and Effect of Agreement. As modified and amended
by this First Amendment, all of the terms, covenants and conditions of the
Purchase Agreement are hereby ratified and confirmed and shall continue to be
and remain in full force and effect.
5. Nextera Enterprises, Inc. By signing below, Newco agrees to
issue Class A. Common Stock subject to and in accordance with the terms and
conditions of Section 1.7 of the Purchase Agreement, as amended hereby.
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IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed as of the day and year first above written.
NEXTERA:
NEXTERA ENTERPRISES, L.L.C., a Delaware
limited liability company
By: /s/ XXXXXXX X. XXXXXXXXX
Name: Xxxxxxx X. Xxxxxxxxx
Title: Chief Financial Officer
NEWCO:
NEXTERA ENTERPRISES, INC., a Delaware
corporation
By: /s/ XXXXXXX X. XXXXXXXXX
Name: Xxxxxxx X. Xxxxxxxxx
Title: Chief Financial Officer
PYRAMID:
PYRAMID IMAGING, INC., a California
corporation
By: /s/ XXXXXXX X. XXXXXXXXX
Name: Xxxxxxx X. Xxxxxxxxx
Title: Chief Financial Officer
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HOLDERS:
/s/ XXXXXXXX XXXXXXXXX
Xxxxxxxx Xxxxxxxxx
/s/ XXXXXXX X. XXXXXXXX
Xxxxxxx X. Xxxxxxxx
/s/ XXXXXX XXXXXXXXX
Xxxxxx Xxxxxxxxx
/s/ XXXXXXX XXXXXXXXX
Xxxxxxx Xxxxxxxxx
/s/ XXXXXXX X. XXXXXXXXX
Xxxxxxx X. Xxxxxxxxx
/s/ XXXXXXX X. XXXXX
Xxxxxxx X. Xxxxx
/s/ XXXXX X. VAN STRAATUM
Xxxxx X. Van Straatum
/s/ XXXX X. XXXXXX
Xxxx X. XxXxxx
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