Amendment No. 1 to Stock Purchase Agreement among CentrPort, Inc., Modem Media, Inc., and Investors (Effective December 31, 2001)

Summary

This amendment updates the payment terms of a prior Stock Purchase Agreement dated December 22, 2000, between CentrPort, Inc., Modem Media, Inc., and several investors. It changes when investors must pay the remaining purchase price for Series A Preferred Stock, tying payment obligations to specific anniversaries of the closing and certain conditions if there is a change of control at Modem Media. All other terms of the original agreement remain unchanged.

EX-10.14 5 dex1014.txt STOCK PURCHASE AGREEMENT DATED DECEMBER 22, 2000 Exhibit 10.14(a) AMENDMENT NO. 1 AMENDMENT NO. 1 (this "Amendment"), dated as of February ___, 2002 effective as of December 31, 2001, among CentrPort, Inc., a Delaware corporation (together with its predecessor in interest CentrPort, LLC, the "Company"), Modem Media, Inc., a Delaware corporation ("Modem Media), and the investors listed on Exhibit A (the "Schedule of Investors") attached hereto (each an "Investor" and collectively, the "Investors"). WHEREAS, pursuant to the Stock Purchase Agreement dated December 22, 2000 between the Company, Modem Media and the Investors (the "Agreement"), each Investor purchased from the Company and Modem Media the number of shares of Series A Preferred Stock, par value $0.01 per share, of the Company (the "Series A Preferred Stock") specified opposite such Investor's name on the Schedule of Investors; WHEREAS, the parties to the Agreement desire to amend the Agreement. NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth in this Amendment, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. The first sentence of Section 1.4 of the Agreement shall be deleted in its entirety and the following shall be substituted therefore: "The Investors shall pay, by wire transfer, the remaining 25% of the aggregate Purchase Price payable to the Company on the first anniversary of the Closing and the remaining 50% of the aggregate Purchase Price payable to Modem Media on the second anniversary of the Closing, unless there has been a Change of Control of Modem Media on or prior to the first anniversary of the Closing, in which case the Investors will remain obligated to make such payments only if (1) the VAR Agreement continues to be in full force and effect (unless it has been validly terminated by Modem Media or the acquiring entity pursuant to the terms of the VAR Agreement), (2) the Company maintains its preferred status under the VAR Agreement and (3) the acquiring entity has no competing technology performing functions similar to those provided by the Company" 2. All other terms and conditions contained in the Agreement shall remain in full force and effect. [SIGNATURE PAGES FOLLOW] THOMAS WEISEL CAPITAL PARTNERS PARTNER FUND LLC By: Thomas Weisel Capital Partners LLC, its manager By: /s/ Mark Lieberman -------------------------------------- Name: Mark Lieberman Title: Partner THOMAS WEISEL CAPITAL PARTNERS EMPLOYEE FUND LP By: Thomas Weisel Capital Partners LLC, its manager By: /s/ Mark Lieberman -------------------------------------- Name: Mark Lieberman Title Partner THOMAS WEISEL CAPITAL PARTNERS (DUTCH), L.P. By: Thomas Weisel Capital Partners (Dutch) LLC, its general partner By: Thomas Weisel Capital Partners LLC, its managing member By: /s/ Mark Lieberman -------------------------------------- Name: Mark Lieberman Title: Partner TWP CENTRPORT INVESTORS By: /s/ Shaugn Stanley -------------------------------------- Name: Shaugn Stanley Title: Chief Financial Officer TWP 2000 CO-INVESTMENT FUND, L.P. By: Thomas Weisel Capital Partners LLC, its general partner By: /s/ Mark Lieberman -------------------------------------- Name: Mark Lieberman Title: Partner VENTURE STRATEGY PARTNERS II, LP By: /s/ Joanna Rees Gallanter -------------------------------------- Name: Joanna Rees Gallanter Title: Managing Partner VENTURE STRATEGY AFFILIATE FUND L.P. By: /s/ Joanna Rees Gallanter -------------------------------------- Name: Joanna Rees Gallanter Title: Managing Partner MODEM MEDIA, INC. By: /s/ Marc Particelli -------------------------------------- Name: Marc Particelli Title: President and CEO TRIDENT CAPITAL FUND-V, L.P. By: Trident Capital Management-V, L.L.C., Its General Partner By: /s/ Venetia Kontogouris -------------------------------------- Name: Venetia Kontogouris Title: Managing Director WHEATLEY ASSOCIATES III, L.P. By: Wheatley Partners III, LLC, General Partner By: /s/ Jonathan Lieber -------------------------------------- Name: Jonathan Lieber Title: Vice President WHEATLEY PARTNERS III, L.P. By: Wheatley Partners III, LLC, General Partner By: /s/ Jonathan Lieber -------------------------------------- Name: Jonathan Lieber Title: Vice President WHEATLEY FOREIGN PARTNERS III, L.P. By: Wheatley Partners III, LLC, General Partner By: /s/ Jonathan Lieber -------------------------------------- Name: Jonathan Lieber Title: Vice President DRAPER RICHARDS LP By: Draper Richards Management Company By: /s/ William H. Draper, III -------------------------------------- Name: William H. Draper, III Its: President STAENBERG PRIVATE CAPITAL By: /s/ Jon Staenberg -------------------------------------- Name: Jon Staenberg Title: Managing Member CENTRPORT, INC. By: /s/ William Zierolf -------------------------------------- Name: William Zierolf Title: President