Exhibit 2.1
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NEWSEDGE CORPORATION
80 Blanchard Road
Burlington, Massachusetts 01803-5125
August 1, 2000
Office.com Inc.
300 Park Avenue - 15/th/ Floor
New York, New York 10010
Individual.com Inc.
685 Third Avenue
New York, New York 10017
Attention: Stuart B. Rekant
Gentlemen:
Reference is made to:
(A) The Stock Purchase Agreement dated February 18, 2000 between
Office.com Inc ("Office") and NewsEdge Corporation ("NewsEdge") relating to the
sale and purchase of the capital stock of Individual.com Inc. ("Individual")
(the "Stock Purchase Agreement"); and
(B) The NERTS License Agreement dated February 18, 2000 by and between
NewsEdge and Individual and Office (the "License Agreement").
NewsEdge hereby represents and confirms that its ownership of at least
20% of the capital stock of Individual is no longer necessary for NewsEdge to be
able to grant the rights under the Third-Party Content Agreements (as defined in
the License Agreement) granted by it to Individual pursuant to the License
Agreement. Accordingly, this will confirm our agreement as follows:
1. The Stock Purchase Agreement is hereby amended to provide that (a)
the Second Closing (as defined therein) shall take place on the date hereof
concurrently with the execution of this Letter Agreement and in effectuation
thereof NewsEdge shall deliver to Office, by overnight courier, a stock power
with respect to the Remaining Shares (as defined in the Stock Purchase Agreement
and which are in the possession of counsel to Office) duly executed by NewsEdge
for transfer of the Remaining Shares to Office; (b) the Third Installment (as
defined in the Stock Purchase Agreement) of $3,000,000 shall be paid by wire
transfer to NewsEdge=s account on September 1, 2000, without interest; (c)
$1,000,000 of the Final Payment (as defined in the Stock Purchase Agreement)
shall be paid by wire transfer to NewsEdge=s account on December 26, 2000,
without interest, and the remaining $1,000,000 of the Final Payment shall be
paid by wire transfer to NewsEdge's account on February 28, 2001, without
interest; and (d) Section 1.02(b) of the Stock Purchase Agreement is hereby
deleted.
2. The License Agreement is hereby amended to provide that the
NewsEdge review topics to be delivered to Individual pursuant to Section 2 of
the License Agreement are also to be delivered to Office and that the licenses
granted to Individual by NewsEdge pursuant to Section 3.1 thereof are also to be
granted to Office and that the responsibilities specified in Section 2.2 thereof
and the limitations specified in Section 3.2 thereof shall apply to Office as
well as to Individual.
3. Section B.2 of Exhibit B to the License Agreement is hereby
amended to read as follows:
AB.2 Renewal Term(s). For the first Renewal Term, Individual.com
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shall pay NewsEdge a fee of Two Million Dollars ($2,000,000.00) for
use of the NERTs, payable in four (4) equal quarterly installments of
Five Hundred Thousand Dollars ($500,000) at the end of each three-
month period during such Renewal Term. No less than ninety (90) days
prior to the end of each Renewal Term (if any), the parties shall
commence good faith negotiations regarding the fee for the subsequent
Renewal Term.@
Please confirm your agreement to the foregoing by signing a
counterpart of this Letter Agreement in the place provided below and returning
it to the undersigned. On receipt of such signed counterpart, NewsEdge will
effectuate delivery to Office of a stock power with respect to the Remaining
Shares as set forth above.
Very truly yours,
NEWSEDGE CORPORATION
By: /s/ Ronald R. Benanto
Title: Chief Financial Officer
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AGREED:
OFFICE.COM INC.
By:______________________
Title:_____________________
INDIVIDUAL.COM INC.
By:______________________
Title:_____________________