{"id":42420,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/letter-agreement-re-stock-purchase-agreement-and-nerts-license.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"letter-agreement-re-stock-purchase-agreement-and-nerts-license","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/letter-agreement-re-stock-purchase-agreement-and-nerts-license.html","title":{"rendered":"Letter Agreement re: Stock Purchase Agreement and NERTS License Agreement &#8211; Office.com Inc. and NewsEdge Corp."},"content":{"rendered":"<pre>                             NEWSEDGE CORPORATION\n                               80 Blanchard Road\n                     Burlington, Massachusetts 01803-5125\n\n                                            August 1, 2000\n\nOffice.com Inc.\n300 Park Avenue - 15\/th\/ Floor\nNew York, New York 10010\n\nIndividual.com Inc.\n685 Third Avenue\nNew York, New York 10017\n\nAttention: Stuart B. Rekant\n\nGentlemen:\n\n          Reference is made to:\n\n          (A) The Stock Purchase Agreement dated February 18, 2000 between\nOffice.com Inc (\"Office\") and NewsEdge Corporation (\"NewsEdge\") relating to the\nsale and purchase of the capital stock of Individual.com Inc. (\"Individual\")\n(the \"Stock Purchase Agreement\"); and\n\n          (B) The NERTS License Agreement dated February 18, 2000 by and between\nNewsEdge and Individual and Office (the \"License Agreement\").\n\n          NewsEdge hereby represents and confirms that its ownership of at least\n20% of the capital stock of Individual is no longer necessary for NewsEdge to be\nable to grant the rights under the Third-Party Content Agreements (as defined in\nthe License Agreement) granted by it to Individual pursuant to the License\nAgreement. Accordingly, this will confirm our agreement as follows:\n\n          1.  The Stock Purchase Agreement is hereby amended to provide that (a)\nthe Second Closing (as defined therein) shall take place on the date hereof\nconcurrently with the execution of this Letter Agreement and in effectuation\nthereof NewsEdge shall deliver to Office, by overnight courier, a stock power\nwith respect to the Remaining Shares (as defined in the Stock Purchase Agreement\nand which are in the possession of counsel to Office) duly executed by NewsEdge\nfor transfer of the Remaining Shares to Office; (b) the Third Installment (as\ndefined in the Stock Purchase Agreement) of $3,000,000 shall be paid by wire\ntransfer to NewsEdge=s account on September 1, 2000, without interest; (c)\n$1,000,000 of the Final Payment (as defined in the Stock Purchase Agreement)\nshall be paid by wire transfer to NewsEdge=s account on December 26, 2000,\nwithout interest, and the remaining $1,000,000 of the Final Payment shall be\npaid by wire transfer to NewsEdge's account on February 28, 2001, without\ninterest; and (d) Section 1.02(b) of the Stock Purchase Agreement is hereby\ndeleted.\n\n \n          2.  The License Agreement is hereby amended to provide that the\nNewsEdge review topics to be delivered to Individual pursuant to Section 2 of\nthe License Agreement are also to be delivered to Office and that the licenses\ngranted to Individual by NewsEdge pursuant to Section 3.1 thereof are also to be\ngranted to Office and that the responsibilities specified in Section 2.2 thereof\nand the limitations specified in Section 3.2 thereof shall apply to Office as\nwell as to Individual.\n\n          3.  Section B.2 of Exhibit B to the License Agreement is hereby\n          amended to read as follows:\n          AB.2 Renewal Term(s).  For the first Renewal Term, Individual.com\n               ---------------                                             \n          shall pay NewsEdge a fee of Two Million Dollars ($2,000,000.00) for\n          use of the NERTs, payable in four (4) equal quarterly installments of\n          Five Hundred Thousand Dollars ($500,000) at the end of each three-\n          month period during such Renewal Term. No less than ninety (90) days\n          prior to the end of each Renewal Term (if any), the parties shall\n          commence good faith negotiations regarding the fee for the subsequent\n          Renewal Term.@\n\n          Please confirm your agreement to the foregoing by signing a\ncounterpart of this Letter Agreement in the place provided below and returning\nit to the undersigned.  On receipt of such signed counterpart, NewsEdge will\neffectuate delivery to Office of a stock power with respect to the Remaining\nShares as set forth above.\n\n                                    Very truly yours,\n\n                                    NEWSEDGE CORPORATION\n\n\n                                    By: \/s\/ Ronald R. Benanto\n                                    Title:  Chief Financial Officer\n                                            -----------------------\n\nAGREED:\n\nOFFICE.COM INC.\n\nBy:______________________\nTitle:_____________________\n\n\nINDIVIDUAL.COM INC.\n\n\nBy:______________________\nTitle:_____________________\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8351],"corporate_contracts_industries":[9510],"corporate_contracts_types":[9613,9616],"class_list":["post-42420","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-newsedge-corp","corporate_contracts_industries-technology__programming","corporate_contracts_types-operations","corporate_contracts_types-operations__ip"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/42420","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=42420"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42420"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42420"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42420"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}