First Amendment to Transition Services Agreement between Interland, Inc. and Web Internet, LLC

Contract Categories: Business Finance › Modification Agreements
Summary

This amendment, dated February 7, 2006, updates the Transition Services Agreement between Interland, Inc. and Web Internet, LLC. It specifies that Will Pemble will oversee the relocation of WILLC's operations from Connecticut to Interland's headquarters, with his services provided from February 1, 2006, until the relocation is complete. Upon completion, Interland will pay Will Pemble $92,500, with payment timing adjusted if delays are caused by Interland. All other terms of the original agreements remain unchanged.

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EX-10.2 3 interland8k206ex102.txt FIRST AMENDMENT TO TRANSITION SVCS. AGMT. EXHIBIT 10.2 AMENDMENT This Amendment ("Amendment") is made this 7th day of February 2006 by and between INTERLAND, INC. ("Interland") and WEB INTERNET, LLC ("WILLC"). BACKGROUND WILLC and Interland are parties to that certain Asset Purchase Agreement dated November 29, 2005 pursuant to which WILLC and Will Pemble sold, assigned and delivered to Interland certain assets related to the Web Business (the "Purchase Agreement"). Pursuant to the Purchase Agreement Interland and WILLC entered into a Transition Services Agreement ("Transition Services Agreement") dated December 23, 2005 pursuant to which WILLC agreed to provide certain services. In consideration of their mutual obligations, the receipt and sufficiency of which are hereby acknowledge, WILLC and Interland wish to amend the Transition Services Agreement as provided in this Amendment. 1. Pemble Duties. The following shall be added as Section B.5 of Exhibit A of the Transition Services Agreement.
Service Termination Date Fees and Costs - ------- ----------------------------------------------- --------------------- ------------------------------- 5 DUTIES OF WILL PEMBLE 4/1/06 Upon completion of the Relocation, Interland will WILLC shall provide the services of Will pay to Will Pemble, Pemble ("Pemble") to oversee WILLC's duties individually, the sum of pursuant to this Agreement from February 1, $92,500; provided, however, 2006 through the termination of this that if the Relocation has Agreement. not been completed by April 30, 2006. primarily as a In particular, Pemble will manage and result of delays in the coordinate the operations of WILLC with a completion of the Relocation view towards completing an orderly and caused by Interland, efficient transfer of its operations from the Interland will pay the sum of facility located at 6 Berkshire Blvd, Bethel, $92,500 to Will Pemble on May CT 06801 ("Facility") to Interland's 1, 2006. headquarters in Atlanta or such other place as Interland may specify (such process being the "Relocation"). Interland and WILLC acknowledge and agree that the Relocation shall be complete upon the closure of the Facility and the surrender of the Facility to the landlord.
2. Miscellaneous. Capitalized terms not otherwise defined or limited herein are used as defined in the Purchase Agreement and Transition Services Agreement. 3. Counterparts. This Amendment may be executed in one or more counterparts, each of which will be deemed to be an original copy of this Agreement and all of which, when taken together, will be deemed to constitute one and the same agreement. 4. No Other Amendment. Except for the modifications provided for in this Amendment, all terms and conditions of the Purchase Agreement and Transition Services Agreement shall remain in full force and effect. Authorized representatives of the parties have read this Amendment and all documents referred to or incorporated herein, and agree to and accept such terms and conditions as of the date first written above. INTERLAND, INC. WEB INTERNET, LLC By: /s/ Jeffrey M. Stibel By: /s/ William Pemble Name: Jeffrey M. Stibel Name: William Pemble Title: President and CEO Title: CEO