NXRA / Nextera Enterprises, Inc. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

Nextera Enterprises, Inc.
US ˙ OTCPK

Mga Batayang Estadistika
CIK 1070534
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Nextera Enterprises, Inc.
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
September 30, 2008 10-K/A

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 2) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2007 Commission file number 000-25995

10-K/A 1 a08-24596110ka.htm 10-K/A Table of Contents SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 2) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2007 Commission file number 000-25995 NEXTERA ENTERPRISES, INC. (Name of Registrant as Specified in its Charter) Delaware 95-4700410 (S

August 21, 2008 10-K/A

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2007 Commission file number 000-25995

Table of Contents SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2007 Commission file number 000-25995 NEXTERA ENTERPRISES, INC. (Name of Registrant as Specified in its Charter) Delaware 95-4700410 (State or Other Jurisdiction of Incor

August 21, 2008 CORRESP

/s/ Antonio Rodriquez Antonio Rodriquez Chief Financial Officer 14320 Arminta Street, Panorama City, CA 91406

NEXTera Enterprises, Inc. August 21, 2008 Securities and Exchange Commission 100 F St., N.E. Washington, D.C. 20549-7010 Attention: John Cash, Accounting Branch Chief Re: File No. 0-25995 Nextera Enterprises, Inc. - Form 10-K for the Year Ended December 31, 2007 Mr. Cash: We are in receipt of the Staff’s letter dated July 24, 2008 with respect to the above-referenced Form 10-K. We have reviewed ou

May 15, 2008 15-12G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 000-25995 Nextera Enterprises, Inc. (Exact name of registrant as specified i

May 14, 2008 10-K

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2007 Commission file number 000-25995 NEXTERA ENTERPRISES,

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2007 Commission file number 000-25995 NEXTERA ENTERPRISES, INC. (Name of Registrant as Specified in its Charter) Delaware 95-4700410 (State or Other Jurisdiction of Incorporation) (I.R.S. Employer Identificat

May 14, 2008 S-8 POS

As filed with the Securities and Exchange Commission on May 14, 2008

S-8 POS 1 a08-143515s8pos.htm S-8 POS As filed with the Securities and Exchange Commission on May 14, 2008 Registration No. 333-63350 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NEXTERA ENTERPRISES, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 95-47

May 14, 2008 S-8 POS

As filed with the Securities and Exchange Commission on May 14, 2008

S-8 POS 1 a08-143511s8pos.htm S-8 POS As filed with the Securities and Exchange Commission on May 14, 2008 Registration No. 333-135335 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NEXTERA ENTERPRISES, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 95-4

May 14, 2008 S-8 POS

As filed with the Securities and Exchange Commission on May 14, 2008

S-8 POS 1 a08-143514s8pos.htm S-8 POS As filed with the Securities and Exchange Commission on May 14, 2008 Registration No. 333-50180 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NEXTERA ENTERPRISES, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 95-47

May 14, 2008 S-8 POS

As filed with the Securities and Exchange Commission on May 14, 2008

S-8 POS 1 a08-143512s8pos.htm S-8 POS As filed with the Securities and Exchange Commission on May 14, 2008 Registration No. 333-80407 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NEXTERA ENTERPRISES, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 95-47

May 14, 2008 S-8 POS

As filed with the Securities and Exchange Commission on May 14, 2008

S-8 POS 1 a08-143513s8pos.htm S-8 POS As filed with the Securities and Exchange Commission on May 14, 2008 Registration No. 333-78825 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NEXTERA ENTERPRISES, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 95-47

April 25, 2008 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 21, 2008 NEXTERA ENTERPRISES, INC. (Exact name of registrant as specified in its charter) Delaware 0-25995 95-4700410 (State or other jurisdiction of incorporation) (Commission File Number) (

April 21, 2008 8-K

Current Report

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 16, 2008 NEXTERA ENTERPRISES, INC. (Exact name of registrant as specified in its charter) Delaware 0-25995 95-4700410 (State or other jurisdiction of incorporation) (Commission File Number) (

April 21, 2008 EX-99.1

Nextera Enterprises, Inc. Announces Signing of a Non-Binding Letter of Intent to Sell its Woodridge Labs Business to its Secured Lenders in Satisfaction of its Obligations Under its Senior Secured Credit Facility

EXHIBIT 99.1 Contact: Tony Rodriquez Chief Financial Officer Nextera Enterprises, Inc (818) 902-5537 Nextera Enterprises, Inc. Announces Signing of a Non-Binding Letter of Intent to Sell its Woodridge Labs Business to its Secured Lenders in Satisfaction of its Obligations Under its Senior Secured Credit Facility Panorama City, CA – April 18, 2008 – Nextera Enterprises, Inc. (OTC BB: NXRA) today an

March 31, 2008 NT 10-K

2

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 Commission File Number 000-25995 NOTIFICATION OF LATE FILING (Check one): ý Form 10-K o Form 20-F o Form 11-K o Form 10-Q o Form N-SAR o Form N-CSR For Period Ended: December 31, 2007 o Transition Report on Form 10-K o Transition Report on Form 20-F o Transition Report on Form 11-K o Transition Report on Form 10-Q

February 14, 2008 SC 13G/A

UNITED STATES

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (RULE 13D-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) Under the Securities Exchange Act of 1934 (Amendment No. 3)* NEXTERA ENTERPRISES, INC. (Name of Issuer) CLASS A COMMON STOCK, $.001 PAR VALUE (Title of Class

January 11, 2008 8-K

Current Report

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 11, 2008 NEXTERA ENTERPRISES, INC. (Exact name of registrant as specified in its charter) Delaware 0-25995 95-4700410 (State or other jurisdiction of incorporation) (Commission File Number)

January 11, 2008 EX-99.1

Nextera Enterprises, Inc. Announces Initial New Product Shipments and Financial Covenant Compliance

EXHIBIT 99.1 Contact: Tony Rodriquez Chief Financial Officer Nextera Enterprises, Inc (818) 902-5537 Nextera Enterprises, Inc. Announces Initial New Product Shipments and Financial Covenant Compliance Panorama City, CA — January 11, 2008 — Nextera Enterprises, Inc. (OTC BB: NXRA) today announced that its wholly-owned subsidiary, Woodridge Labs, Inc., an independent developer and marketer of brande

November 14, 2007 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2007 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-25995 NEXTER

November 9, 2007 EX-99.1

Nextera Enterprises, Inc. Announces New Bridge Loan Financing

EXHIBIT 99.1 Contact: Tony Rodriquez Chief Financial Officer Nextera Enterprises, Inc (818) 902-5537 Nextera Enterprises, Inc. Announces New Bridge Loan Financing Panorama City, CA – November 9, 2007 – Nextera Enterprises, Inc. (OTC BB: NXRA) today announced that it has entered into a bridge loan financing facility with its existing lender NewStar Financial, Inc. and certain of its significant sha

November 9, 2007 EX-10.1

AMENDMENT AGREEMENT UNDER WOODRIDGE LABS CREDIT AGREEMENT

EXHIBIT 10.1 AMENDMENT AGREEMENT UNDER WOODRIDGE LABS CREDIT AGREEMENT AMENDMENT AGREEMENT, dated as of November 7, 2007 (“this Agreement”), under the Credit Agreement, dated as of March 9, 2006 (as amended, supplemented, amended and restated or otherwise modified from time to time, the “Credit Agreement”), by and among: (a) WOODRIDGE LABS, INC., a Delaware corporation (hereinafter, together with

November 9, 2007 8-K

Entry into a Material Definitive Agreement

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 7, 2007 NEXTERA ENTERPRISES, INC. (Exact name of registrant as specified in its charter) Delaware 0-25995 95-4700410 (State or other jurisdiction of (Commission (I.R.S. Employer incorporat

October 24, 2007 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 23, 2007 NEXTERA ENTERPRISES, INC. (Exact name of registrant as specified in its charter) Delaware 0-25995 95-4700410 (State or other jurisdiction of incorporation) (Commission File Number)

August 13, 2007 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2007 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-25995 NEXTERA ENT

June 25, 2007 SC 13D/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (Rule 13d-101) Under the Securities Exchange Act of 1934 (Amendment No. 1 )* Information to be Included in Statements Filed Pursuant to Rule 13d-1(a) and Amendment

SC 13D/A 1 a31427sc13dza.htm AMENDMENT NO. 1 TO SCHEDULE 13D Table of Contents OMB APPROVAL OMB Number: 3235-0145 Expires: February 28, 2009 Estimated average burden hours per response...14.5 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (Rule 13d-101) Under the Securities Exchange Act of 1934 (Amendment No. 1 )* Information to be Included in Statements Fil

June 18, 2007 EX-4.3

EXHIBIT 4.3

EXHIBIT 4.3 EXECUTION COPY NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN E

June 18, 2007 EX-4.1

EXHIBIT 4.1

EXHIBIT 4.1 EXECUTION COPY NOTE CONVERSION AGREEMENT THIS NOTE CONVERSION AGREEMENT (the “Agreement”) is made as of the 15th day of June, 2007 by and between NEXTERA ENTERPRISES, INC., a Delaware corporation (the “Company”), and MOUNTE LLC, a Delaware limited liability company (the “ Investor”). A. The Investor and the Company are party to that certain Promissory Note of Nextera Enterprises, Inc.,

June 18, 2007 EX-3.1

EXHIBIT 3.1

EXHIBIT 3.1 CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL AND OTHER SPECIAL RIGHTS OF PREFERRED STOCK AND QUALIFICATIONS, LIMITATIONS AND RESTRICTIONS THEREOF OF SERIES B CUMULATIVE NON-CONVERTIBLE PREFERRED STOCK OF NEXTERA ENTERPRISES, INC. Pursuant to Section 151 of the General Corporation Law of the State of Delaware Nextera Enterprises, Inc., a Delaware corpor

June 18, 2007 EX-4.2

EXHIBIT 4.2

EXHIBIT 4.2 EXECUTION COPY NOTE CONVERSION AGREEMENT THIS NOTE CONVERSION AGREEMENT (the “Agreement”) is made as of the 15th day of June, 2007 by and between NEXTERA ENTERPRISES, INC., a Delaware corporation (the “Company”), and JOCOTT ENTERPRISES, INC., a California corporation (the “Investor”). A. The Investor and the Company are party to that certain Promissory Note of Nextera Enterprises, Inc.

June 18, 2007 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

Table of Contents SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 12, 2007 NEXTERA ENTERPRISES, INC. (Exact name of registrant as specified in its charter) Delaware 000-25995 95-4700410 (State or other jurisdiction of (Commission (I.R.S. Em

June 18, 2007 EX-3.2

EXHIBIT 3.2

EXHIBIT 3.2 CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL AND OTHER SPECIAL RIGHTS OF PREFERRED STOCK AND QUALIFICATIONS, LIMITATIONS AND RESTRICTIONS THEREOF OF SERIES C CUMULATIVE NON-CONVERTIBLE PREFERRED STOCK OF NEXTERA ENTERPRISES, INC. Pursuant to Section 151 of the General Corporation Law of the State of Delaware Nextera Enterprises, Inc., a Delaware corpor

June 18, 2007 EX-4.4

EXHIBIT 4.4

EXHIBIT 4.4 EXECUTION COPY NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN E

May 29, 2007 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registran

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Defin

May 18, 2007 PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registran

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: x Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Defin

May 18, 2007 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 17, 2007 NEXTERA ENTERPRISES, INC. (Exact name of registrant as specified in its charter) Delaware 000-25995 95-4700410 (State or other jurisdiction of incorporation) (Commission File Number) (

May 15, 2007 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2007 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-25995 NEXTERA EN

April 30, 2007 10-K/A

Steven B. Fink

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 1 x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2006. o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number 000-25995 NEXTERA ENTERPRISES, I

April 17, 2007 EX-10.29

PROMISSORY NOTE

Exhibit 10.29 PROMISSORY NOTE $1,500,000.00 April 16, 2007 FOR VALUE RECEIVED, the undersigned, Nextera Enterprises, Inc., a Delaware corporation (the “Company” or “Borrower”), promises to pay to Mounte LLC, a Delaware limited liability company (“Lender”), such place as Lender may from time to time designate by written notice to Borrower, in lawful money of the United States of America, without ab

April 17, 2007 10-K

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2006 Commission file number 000-25995 NEXTERA ENTERPRISES,

10-K 1 a07-8913210k.htm 10-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2006 Commission file number 000-25995 NEXTERA ENTERPRISES, INC. (Name of Registrant as Specified in its Charter) Delaware 95-4700410 (State or Other Jurisdiction of Incorporation)

April 17, 2007 EX-10.31

STANDSTILL AGREEMENT

Exhibit 10.31 STANDSTILL AGREEMENT This STANDSTILL AGREEMENT is entered into as of April 16, 2007 by and among: (A) MOUNTE LLC, a Delaware limited liability company (“Investor”); (B) NEXTERA ENTERPRISES, INC., a Delaware corporation (hereinafter, together with its successors in title and assigns, called the “Parent Company”); and (C) NEWSTAR FINANCIAL, INC., not in its individual capacity, but in

April 17, 2007 EX-10.27

AMENDMENT AGREEMENT UNDER WOODRIDGE LABS CREDIT AGREEMENT

Exhibit 10.27 [EXECUTION COPY] AMENDMENT AGREEMENT UNDER WOODRIDGE LABS CREDIT AGREEMENT AMENDMENT AGREEMENT, dated as of April 17, 2007 (“this Agreement”), under the Credit Agreement, dated as of March 9, 2006 (as amended, supplemented, amended and restated or otherwise modified from time to time, the “Credit Agreement”), by and among: (a) WOODRIDGE LABS, INC. (formerly known as “W Lab Acquisitio

April 17, 2007 EX-10.30

PROMISSORY NOTE

Exhibit 10.30 PROMISSORY NOTE $1,000,000.00 April 16, 2007 FOR VALUE RECEIVED, the undersigned, Nextera Enterprises, Inc., a Delaware corporation (the “Company” or “Borrower”), promises to pay to Jocott Enterprises, Inc., a California corporation (“Lender”), such place as Lender may from time to time designate by written notice to Borrower, in lawful money of the United States of America, without

April 17, 2007 EX-10.28

FUNDING AGREEMENT

Exhibit 10.28 FUNDING AGREEMENT This Funding Agreement (“Agreement”) is entered into effective as of April 16, 2007 (“Effective Date”) by and between Nextera Enterprises, Inc., a Delaware corporation (“Nextera”), Woodridge Labs, Inc., a Delaware corporation (“Woodridge”), Mounte LLC, a Delaware limited liability company (“Mounte”) and Jocott Enterprises, Inc., a California corporation (“Jocott”).

April 17, 2007 EX-10.32

STANDSTILL AGREEMENT

Exhibit 10.32 STANDSTILL AGREEMENT This STANDSTILL AGREEMENT is entered into as of April 16, 2007 by and among: (A) JOCOTT ENTERPRISES, INC., a California corporation (“Investor”); (B) NEXTERA ENTERPRISES, INC., a Delaware corporation (hereinafter, together with its successors in title and assigns, called the “Parent Company”); and (C) NEWSTAR FINANCIAL, INC., not in its individual capacity, but i

April 17, 2007 EX-10.33

INTERCOMPANY SUBORDINATION AGREEMENT

EX-10.33 8 a07-89132ex10d33.htm EX-10.33 Exhibit 10.33 INTERCOMPANY SUBORDINATION AGREEMENT This INTERCOMPANY SUBORDINATION AGREEMENT is entered into as of April 17, 2007 by and among: (A) NEXTERA ENTERPRISES, INC., a Delaware corporation (hereinafter, together with its successors in title and assigns, called the “Subordinated Creditor”); (B) WOODRIDGE LABS, INC. (formerly known as “W Lab Acquisit

April 3, 2007 EX-99.1

INDEMNITY DEPOSIT AGREEMENT

Exhibit 99.1 INDEMNITY DEPOSIT AGREEMENT This INDEMNITY DEPOSIT AGREEMENT (the “Agreement”) is entered into effective as of March 29, 2007 (the “Effective Date”) by and between Jocott Enterprises, Inc., a California corporation (“Jocott”), Woodridge Labs, Inc., a Delaware corporation (“Woodridge”) and Nextera Enterprises, Inc., a Delaware corporation (“Nextera” and together with Woodridge, the “Bu

April 3, 2007 EX-99.2

AMENDMENT AND FORBEARANCE AGREEMENT

Exhibit 99.2 [EXECUTION COPY] AMENDMENT AND FORBEARANCE AGREEMENT AMENDMENT AND FORBEARANCE AGREEMENT, dated as of March 29, 2007 (“this Agreement”), under the Credit Agreement, dated as of March 9, 2006 (as amended, supplemented, amended and restated or otherwise modified from time to time, the “Credit Agreement”), by and among: (a) WOODRIDGE LABS, INC. (formerly known as “W Lab Acquisition Corp.

April 3, 2007 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 29, 2007 NEXTERA ENTERPRISES, INC. (Exact name of registrant as specified in its charter) Delaware 000-25995 95-4700410 (State or other jurisdiction of incorporation) (Commission File Number)

March 30, 2007 NT 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number 000-25995 (Check one): x Form 10-K o Form 20-F o Form 11-K o Form 10-Q o Form 10-D o Form N-SAR o Form N-CSR For Period Ended: December 31, 2006 o Transition Report on Form 10-K o Transition Report on Form 20-F o Transition Report on Form 11-K o Transition Report o

March 15, 2007 8-K

Regulation FD Disclosure

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 13, 2007 NEXTERA ENTERPRISES, INC. (Exact name of registrant as specified in its charter) Delaware 0-25995 95-4700410 (State or other jurisdiction of incorporation) (Commission File Number) (

January 4, 2007 EX-99.1

Nextera Enterprises, Inc. 14320 Arminta Street Panaroma City, CA 91402 818-752-2618 www.nextera.com

Exhibit 99.1 Nextera Enterprises, Inc. 14320 Arminta Street Panaroma City, CA 91402 818-752-2618 www.nextera.com December 14, 2006 Mr. Antonio Rodriquez, CPA Malibou Lake, California Dear Tony: We are pleased to confirm our offer to you to join Nextera Enterprises, Inc and as its Chief Financial Officer. You will also have the title of Chief Financial Officer of Woodridge Labs Inc. This letter des

January 4, 2007 EX-99.2

NEXTERA ENTERPRISES, INC. 10 High Street Suite 650 Boston, MA 02110 December 29, 2006

Exhibit 99.2 NEXTERA ENTERPRISES, INC. 10 High Street Suite 650 Boston, MA 02110 December 29, 2006 Mr. Michael Muldowney Nextera Enterprises, Inc. 10 High Street Suite 650 Boston, MA 02110 Dear Michael: As you are aware, the Company is planning to transfer all of its operations to California. You have notified us that for personal and family reasons you will be unable to relocate to California, th

January 4, 2007 EX-99.3

NEXTERA ENTERPRISES, INC. 10 High Street Suite 650 Boston, MA 02110 December 29, 2006

Exhibit 99.3 NEXTERA ENTERPRISES, INC. 10 High Street Suite 650 Boston, MA 02110 December 29, 2006 Mr. Michael Dolan Nextera Enterprises, Inc. 10 High Street Suite 650 Boston, MA 02110 Dear Michael: As you are aware, the Company is planning to transfer all of its operations to California. You have notified us that for personal and family reasons you will be unable to relocate to California, thereb

January 4, 2007 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Financial Statements and Exhibits

Table of Contents SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 29, 2006 NEXTERA ENTERPRISES, INC. (Exact name of registrant as specified in its charter) Delaware 0-25995 95-4700410 (State or other jurisdiction of incorporation) (Comm

December 5, 2006 EX-10.1

EXHIBIT 10.1

EXHIBIT 10.1 INVENTORY SALE AGREEMENT This Inventory Sale Agreement (this “Agreement”), dated as of December 1, 2006, is by and among WOODRIDGE LABS, INC. (formerly W Lab Acquisition Corp.), a Delaware corporation (“Seller”), NEXTERA ENTERPRISES, INC., a Delaware corporation (“Parent”, and together with Seller, the “Seller Parties”), J & S INVESTMENTS, a California general partnership (“Buyer”), J

December 5, 2006 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

Table of Contents SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 1, 2006 NEXTERA ENTERPRISES, INC. (Exact name of registrant as specified in its charter) Delaware 0-25995 95-4700410 (State or other jurisdiction of incorporation) (Commi

November 14, 2006 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2006 OR þ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numbe

November 9, 2006 EX-99.1

NEXTERA ANNOUNCES THIRD QUARTER RESULTS

EXHIBIT 99.1 Contact: Michael Muldowney Chief Operating Officer and Chief Financial Officer Nextera Enterprises, Inc (617) 262-0055 NEXTERA ANNOUNCES THIRD QUARTER RESULTS Boston, MA — November 9, 2006 — Nextera Enterprises, Inc. (OTC BB: NXRA) today reported results for the third quarter ended September 30, 2006. In the third quarter of 2006, Nextera recorded a net loss of $0.5 million, or $0.01

November 9, 2006 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

Table of Contents SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 9, 2006 NEXTERA ENTERPRISES, INC. (Exact name of registrant as specified in its charter) Delaware 0-25995 95-4700410 (State or other jurisdiction of (Commission (I.R.S. E

August 11, 2006 EX-10.19

EXHIBIT 10.19

EXHIBIT 10.19 NON-QUALIFIED STOCK OPTION AGREEMENT OF NEXTERA ENTERPRISES, INC. (Employee) THIS AGREEMENT is made by and between Nextera Enterprises, Inc., a Delaware corporation (the “Company”), and an employee of the Company or a Subsidiary of the Company (“Optionee”). WHEREAS, the Company wishes to afford the Optionee the opportunity to purchase shares of its Class A Common Stock; WHEREAS, the

August 11, 2006 EX-10.18

EXHIBIT 10.18

EXHIBIT 10.18 NON-QUALIFIED STOCK OPTION AGREEMENT OF NEXTERA ENTERPRISES, INC. (Independent Director) THIS AGREEMENT is made by and between Nextera Enterprises, Inc., a Delaware corporation (the “Company”), and an Independent Director of the Company (“Optionee”). WHEREAS, the Company wishes to afford the Optionee the opportunity to purchase shares of its Class A Common Stock; WHEREAS, the Company

August 11, 2006 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

e10vq Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

July 27, 2006 EX-99.1

NEXTERA ANNOUNCES SECOND QUARTER RESULTS

EXHIBIT 99.1 For Immediate Release Contact: Michael Muldowney Chief Operating Officer and Chief Financial Officer Nextera Enterprises, Inc (617) 262-0055 NEXTERA ANNOUNCES SECOND QUARTER RESULTS Boston, MA – July 27, 2006 – Nextera Enterprises, Inc. (OTC BB: NXRA) today reported results for the second quarter ended June 30, 2006. In the 2006 second quarter, Nextera recorded a net loss of $1.0 mill

July 27, 2006 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

Table of Contents SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): July 27, 2006 NEXTERA ENTERPRISES, INC. (Exact name of registrant as specified in its charter) Delaware 0-25995 95-4700410 (State or other jurisdiction of incorporation) (Commissi

June 26, 2006 EX-4.4

EXHIBIT 4.4

Exhibit 4.4 NON-QUALIFIED STOCK OPTION AGREEMENT This Non-Qualified Stock Option Agreement (“Agreement”), dated March 3, 2004, is made by and between Nextera Enterprises, Inc., a Delaware corporation, hereinafter referred to as the “Company,” and Keith D. Grinstein, a director of the Company, hereinafter referred to as “Optionee.” WHEREAS, the Company wishes to afford the Optionee the opportunity

June 26, 2006 EX-4.5

EXHIBIT 4.5

Exhibit 4.5 NON-QUALIFIED STOCK OPTION AGREEMENT This Non-Qualified Stock Option Agreement (“Agreement”), dated March 3, 2004, is made by and between Nextera Enterprises, Inc., a Delaware corporation, hereinafter referred to as the “Company,” and Alan B. Levine, a director of the Company, hereinafter referred to as “Optionee.” WHEREAS, the Company wishes to afford the Optionee the opportunity to p

June 26, 2006 S-8

As filed with the Securities and Exchange Commission on June 26, 2006

Table of Contents As filed with the Securities and Exchange Commission on June 26, 2006 Registration No.

June 26, 2006 EX-4.6

EXHIBIT 4.6

Exhibit 4.6 NON-QUALIFIED STOCK OPTION AGREEMENT This Non-Qualified Stock Option Agreement (“Agreement”), dated March 3, 2004, is made by and between Nextera Enterprises, Inc., a Delaware corporation, hereinafter referred to as the “Company,” and Stanley E. Maron, a director of the Company, hereinafter referred to as “Optionee.” WHEREAS, the Company wishes to afford the Optionee the opportunity to

June 26, 2006 EX-4.3

EXHIBIT 4.3

Exhibit 4.3 NON-QUALIFIED STOCK OPTION AGREEMENT This Non-Qualified Stock Option Agreement (“Agreement”), dated March 3, 2004, is made by and between Nextera Enterprises, Inc., a Delaware corporation, hereinafter referred to as the “Company,” and Steven B. Fink, a director of the Company, hereinafter referred to as “Optionee.” WHEREAS, the Company wishes to afford the Optionee the opportunity to p

June 26, 2006 EX-4.2

EXHIBIT 4.2

Exhibit 4.2 NON-QUALIFIED STOCK OPTION AGREEMENT This Non-Qualified Stock Option Agreement (“Agreement”), dated March 3, 2004, is made by and between Nextera Enterprises, Inc., a Delaware corporation, hereinafter referred to as the “Company,” and Ralph Finerman, a director of the Company, hereinafter referred to as “Optionee.” WHEREAS, the Company wishes to afford the Optionee the opportunity to p

June 26, 2006 EX-4.1

EXHIBIT 4.1

Exhibit 4.1 THE AMENDED AND RESTATED 1998 EQUITY PARTICIPATION PLAN OF NEXTERA ENTERPRISES, INC. (as amended effective June 6, 2006) Nextera Enterprises, Inc., a Delaware corporation, has adopted The Amended and Restated 1998 Equity Participation Plan of Nextera Enterprises, Inc. (the “Plan”), effective June 6, 2006, which amends The Amended and Restated 1998 Equity Participation Plan of Nextera E

May 15, 2006 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2006 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 0-

May 15, 2006 EX-10.3.1

EXHIBIT 10.3.1

Exhibit 10.3.1 EMPLOYMENT AGREEMENT This AGREEMENT (the “Agreement”) is made effective as of April 1, 2006 (the “Effective Date”), by and between Nextera Enterprises, Inc., a Delaware corporation (the “Company”), and Michael P. Muldowney (the “Executive”). In consideration of the mutual covenants contained in this Agreement, the Company and the Executive agree as follows: 1. Employment. Commencing

May 10, 2006 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

Table of Contents SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 10, 2006 NEXTERA ENTERPRISES, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 0-25995 (Commission File Numb

May 10, 2006 EX-99.1

NEXTERA ANNOUNCES FIRST QUARTER RESULTS

Exhibit 99.1 For Immediate Release Contact: Michael Muldowney Chief Operating Officer and Chief Financial Officer Nextera Enterprises, Inc (617) 262-0055 NEXTERA ANNOUNCES FIRST QUARTER RESULTS Boston, MA — May 10, 2006 — Nextera Enterprises, Inc. (OTC BB: NXRA) today reported results for the first quarter ended March 31, 2006. In the 2006 first quarter, Nextera recorded a net loss of $0.7 million

April 24, 2006 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant þ Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14

April 3, 2006 8-K/A

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Change in Shell Company Status, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

Table of Contents SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 9, 2006 NEXTERA ENTERPRISES, INC. (Exact name of registrant as specified in its charter) Delaware 0-25995 95-4700410 (State or other jurisdiction of incorporation) (Commis

April 3, 2006 EX-99.3

Unaudited Pro Forma Condensed Combined Statement of Operations For the year ended December 31, 2005 Historical Total Pro Forma Pro Forma Statement Nextera Woodridge Subtotal Adjustments of Operations Net sales $ — $ 14,682 $ 14,682 $ — $ 14,682 Cost

Exhibit 99.3 Pro Forma Financial Information. On March 9, 2006, the registrant and its wholly owned subsidiary, W Lab Acquisition Corp. (“WLab”), acquired substantially all of the assets and certain liabilities of Woodridge Labs, Inc. (“Woodridge”). Woodridge operates in one segment and is a leading independent developer and marketer of branded consumer products that offer simple, effective soluti

March 31, 2006 10-K

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2005 Commission file number 0-25995 NEXTERA ENTERPRISES, I

Table of Contents SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2005 Commission file number 0-25995 NEXTERA ENTERPRISES, INC. (Name of Registrant as Specified in its Charter) Delaware 95-4700410 (State or Other Jurisdiction of Incorporation) (I.R.S. Empl

March 20, 2006 SC 13D

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Nextera Enterprises, Inc. (Name of Issuer) Class A Common Stock, par value $0.001 per share (Title of Cla

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March 20, 2006 EX-3

JOINT FILING AGREEMENT

EX-3 2 a18760exv3.htm EXHIBIT 3 Exhibit 3 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Schedule 13D (including any and all amendments thereto) with respect to the Class A Common Stock of Nextera Enterprises, Inc., and further agree that this Agreement shall be inc

March 15, 2006 EX-99.2

WOODRIDGE LABS, INC. FINANCIAL STATEMENTS DECEMBER 31, 2005

EXHIBIT 99.2 WOODRIDGE LABS, INC. FINANCIAL STATEMENTS DECEMBER 31, 2005 WOODRIDGE LABS, INC. FINANCIAL STATEMENTS INDEX TO FINANCIAL STATEMENTS Independent Auditor’s Report Financial Statements: Balance Sheets as of December 31, 2005 and 2004 1 Statements of Income for the Years Ended December 31, 2005 and 2004 2 Statements of Retained Earnings for the Years Ended December 31, 2005 and 2004 3 Sta

March 15, 2006 EX-10.17

EXHIBIT 10.17

Exhibit 10.17 EMPLOYMENT AGREEMENT This AGREEMENT (the “Agreement”) dated as of March 9, 2006 by and between W Lab Acquisition Corp., a Delaware corporation (the “Company”), the Company’s parent company, Nextera Enterprises, Inc., a Delaware corporation (“Nextera”), and Scott J. Weiss (the “Executive”) shall become effective upon the consummation of the transactions contemplated by the Asset Purch

March 15, 2006 EX-10.16

EXHIBIT 10.16

Exhibit 10.16 EMPLOYMENT AGREEMENT This AGREEMENT (the “Agreement”) dated as of March 9, 2006 by and between W Lab Acquisition Corp., a Delaware corporation (the “Company”), the Company’s parent company, Nextera Enterprises, Inc., a Delaware corporation (“Nextera”), and Joseph J. Millin (the “Executive”) shall become effective upon the consummation of the transactions contemplated by the Asset Pur

March 15, 2006 EX-21.1

EXHIBIT 21.1

exv21w1 Exhibit 21.1 Nextera Enterprises, Inc. Subsidiaries W Lab Acquisition Corp. Nextera Business Performance Solutions Group, Inc. Nextera Canada Co. Nextera Economics, Inc. All subsidiaries are directly or indirectly 100% owned by Nextera Enterprises, Inc.

March 15, 2006 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Change in Shell Company Status, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

Table of Contents SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 9, 2006 NEXTERA ENTERPRISES, INC. (Exact name of registrant as specified in its charter) Delaware 0-25995 95-4700410 (State or other jurisdiction of incorporation) (Commissi

March 15, 2006 EX-99.3

Unaudited Pro Forma Condensed Combined Statement of Operations For the year ended December 31, 2005 Historical Total Pro Forma Pro Forma Statement Nextera Woodridge Subtotal Adjustments of Operations Net sales $ — $ 14,682 $ 14,682 $ — $ 14,682 Cost

Exhibit 99.3 Pro Forma Financial Information. On March 9, 2006, the registrant and its wholly owned subsidiary, W Lab Acquisition Corp. (“WLab”), acquired substantially all of the assets and certain liabilities of Woodridge Labs, Inc. (“Woodridge”). Woodridge operates in one segment and is a leading independent developer and marketer of branded consumer products that offer simple, effective soluti

March 15, 2006 EX-99.1

Nextera Enterprises, Inc. Consolidated Balance Sheets (Unaudited) (Dollar amounts in thousands, except share data) December 31 2005 2004 Assets (Unaudited) Current assets: Cash and cash equivalents $ 15,043 $ 16,713 Prepaid expenses and other current

EXHIBIT 99.1 Nextera Enterprises, Inc. Consolidated Balance Sheets (Unaudited) (Dollar amounts in thousands, except share data) December 31 2005 2004 Assets (Unaudited) Current assets: Cash and cash equivalents $ 15,043 $ 16,713 Prepaid expenses and other current assets 128 474 Total current assets 15,171 17,187 Property and equipment, net 22 39 Other assets 42 — Total assets $ 15,235 $ 17,226 Lia

March 15, 2006 EX-3.1

EXHIBIT 3.1

Exhibit 3.1 THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF NEXTERA ENTERPRISES, INC. The Certificate of Incorporation was originally filed with the Delaware Secretary of State on July 20, 1998. ARTICLE ONE NAME The name of the corporation (hereinafter the “Corporation”) is: NEXTERA ENTERPRISES, INC. ARTICLE TWO REGISTERED OFFICE The address, including street, number, city and county, o

March 15, 2006 EX-10.15

EXHIBIT 10.15

Exhibit 10.15 FORM OF STOCK PLEDGE AND SECURITY AGREEMENT This Stock Pledge and Security Agreement (this “Pledge Agreement”) dated as of March 9, 2006, by and among NEXTERA ENTERPRISES, INC., a Delaware corporation (“Parent”), W LAB ACQUISITION CORP., a Delaware corporation (“Buyer” and, together with Parent, the “Buyer Parties”), and WOODRIDGE LABS, INC., a California corporation (“Pledgor”). The

March 15, 2006 EX-10.14

EXHIBIT 10.14

Exhibit 10.14 ASSET PURCHASE AGREEMENT by and between W LAB ACQUISITION CORP. as “Buyer,” NEXTERA ENTERPRISES, INC. as “Parent,” WOODRIDGE LABS, INC. as “Seller,” JOSEPH J. MILLIN AND VALERIE MILLIN, TRUSTEES OF THE MILLIN FAMILY LIVING TRUST DATED NOVEMBER 18, 2002. JOSEPH J. MILLIN, SCOTT J. WEISS AND DEBRA WEISS, AS TRUSTEES OF THE SCOTT AND DEBRA WEISS LIVING TRUST and SCOTT J. WEISS Dated: Ma

March 10, 2006 8-K

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Results of Operations and Financial Condition

Table of Contents SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 9, 2006 NEXTERA ENTERPRISES, INC. (Exact name of registrant as specified in its charter) Delaware 0-25995 95-4700410 (State or other jurisdiction of incorporation) (Commissi

March 10, 2006 EX-10.3

EXHIBIT 10.3

Exhibit 10.3 SECURITY AGREEMENT THIS SECURITY AGREEMENT, dated as of March 9, 2006, among: (1) W LAB ACQUISITION CORP., a Delaware corporation (hereinafter, together with its successors in title and assigns, called the “Borrower”); (2) NEXTERA ENTERPRISES, INC., a Delaware corporation (hereinafter, together with its successors in title and assigns, called the “Parent Company” and, together with th

March 10, 2006 EX-10.1

EXHIBIT 10.1

Exhibit 10.1 CREDIT AGREEMENT -among- W LAB ACQUISITION CORP. as Borrower -and- NEXTERA ENTERPRISES, INC. as Parent Company -and- The Several Lenders from Time to Time Party to this Agreement -and- NEWSTAR FINANCIAL, INC. as Administrative Agent Dated as of: March 9, 2006 TABLE OF CONTENTS Page 1.1. Other Interpretive Provisions 32 1.2. Accounting Terms 32 1.3. Rounding 33 1.4. Times of Day 33 2.1

March 10, 2006 EX-10.2

EXHIBIT 10.2

Exhibit 10.2 GUARANTY AGREEMENT THIS GUARANTY AGREEMENT, dated as of March 9, 2006, among: (1) NEXTERA ENTERPRISES, INC., a Delaware corporation (hereinafter, together with its successors in title and assigns, called the “Parent Company”); (2) W LAB ACQUISITION CORP., a Delaware corporation (hereinafter, together with its successors in title and assigns, called “Borrower”); and (3) the Domestic Su

March 10, 2006 EX-99.2

NEXTERA ACQUIRES THE ASSETS OF WOODRIDGE LABS Enters Into New Senior Secured Credit Facilities

Exhibit 99.2 For Immediate Release Contact: Michael Muldowney Chief Operating Officer and Chief Financial Officer Nextera Enterprises, Inc (617) 262-0055 NEXTERA ACQUIRES THE ASSETS OF WOODRIDGE LABS Enters Into New Senior Secured Credit Facilities Boston, MA — March 9, 2006 — Nextera Enterprises, Inc. (OTC: NXRA) today announced that it has acquired substantially all the assets and certain liabil

March 10, 2006 EX-99.1

NEXTERA ANNOUNCES FOURTH QUARTER AND YEAR END RESULTS

Exhibit 99.1 For Immediate Release Contact: Michael Muldowney Chief Operating Officer and Chief Financial Officer Nextera Enterprises, Inc (617) 262-0055 NEXTERA ANNOUNCES FOURTH QUARTER AND YEAR END RESULTS Boston, MA — March 9, 2006 — Nextera Enterprises, Inc. (OTC: NXRA) today reported results for the fourth quarter ended December 31, 2005. In the 2005 fourth quarter, Nextera recorded a net los

March 10, 2006 EX-10.4

EXHIBIT 10.4

Exhibit 10.4 PLEDGE AGREEMENT PLEDGE AGREEMENT, dated as of March 9, 2006, among: (1) W LAB ACQUISITION CORP., a Delaware corporation (hereinafter, together with its successors in title and assigns, called the “Borrower”); (2) NEXTERA ENTERPRISES, INC., a Delaware corporation (hereinafter, together with its successors in title and assigns, called the “Parent Company”, and, together with the Borrow

March 3, 2006 EX-3.1

EXHIBIT 3.1

EXHIBIT 3.1 SECOND AMENDED AND RESTATED BYLAWS OF NEXTERA ENTERPRISES, INC. TABLE OF CONTENTS ARTICLE I OFFICES 1 Section 1. REGISTERED OFFICES 1 Section 2. OTHER OFFICES 1 ARTICLE II MEETINGS OF STOCKHOLDERS 1 Section 1. PLACE OF MEETINGS 1 Section 2. ANNUAL MEETING OF STOCKHOLDERS 1 Section 3. QUORUM; ADJOURNED MEETINGS AND NOTICE THEREOF 1 Section 4. VOTING 2 Section 5. PROXIES 2 Section 6. SPE

March 3, 2006 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

Table of Contents SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 1, 2006 NEXTERA ENTERPRISES, INC. (Exact name of registrant as specified in its charter) Delaware 0-25995 95-4700410 (State or other jurisdiction of incorporation) (Commissi

February 14, 2006 SC 13G/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Nextera Enterprises, Inc. (Name of Issuer) CLASS A COMMON STOCK, $.001 PAR VALUE (Title of Class of Secu

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January 26, 2006 EX-10.1

EXHIBIT 10.1

Exhibit 10.1 NEXTERA ENTERPRISES, INC. January 25, 2006 Mr. Richard V. Sandler 1250 Fourth St. Santa Monica, Ca. 90401 Dear Richard: Reference is made to the agreement between Nextera Enterprises, Inc. ( the “Company”) and you dated as of February 1, 2003 pertaining to your services as Vice Chairman of the Board of the Company (the “Agreement”). This letter will acknowledge that you have been serv

January 26, 2006 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

Table of Contents SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 25, 2006 NEXTERA ENTERPRISES, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 0-25995 (Commission File

November 3, 2005 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2005 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numbe

October 20, 2005 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

Table of Contents SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 20, 2005 NEXTERA ENTERPRISES, INC. (Exact name of registrant as specified in its charter) Delaware 0-25995 95-4700410 (State or Other Jurisdiction (Commission File Number)

October 20, 2005 EX-99.1

NEXTERA ANNOUNCES 2005 THIRD QUARTER RESULTS

EXHIBIT 99.1 Contact: Michael Muldowney President and Chief Financial Officer Nextera Enterprises (617) 262-0055 NEXTERA ANNOUNCES 2005 THIRD QUARTER RESULTS Boston, MA — October 20, 2005 — Nextera Enterprises, Inc. (OTC: NXRA) today reported results for the third quarter ended September 30, 2005. In the 2005 third quarter, Nextera recorded a net loss of $0.6 million, or $0.02 per share, compared

August 10, 2005 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2005 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 0-2

July 21, 2005 EX-99.1

NEXTERA ANNOUNCES 2005 SECOND QUARTER RESULTS

Exhibit 99.1 For Immediate Release Contact: Michael Muldowney President and Chief Financial Officer Nextera Enterprises (617) 262-0055 NEXTERA ANNOUNCES 2005 SECOND QUARTER RESULTS Boston, MA – July 21, 2005 –Nextera Enterprises, Inc. (OTC: NXRA) today reported results for the second quarter ended June 30, 2005. In the 2005 second quarter, Nextera recorded a net loss of $0.5 million, or $0.02 per

July 21, 2005 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

Table of Contents SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 21, 2005 NEXTERA ENTERPRISES, INC. (Exact name of registrant as specified in its charter) Delaware 0-25995 95-4700410 (State or Other Jurisdiction of Incorporation) (Commissi

April 29, 2005 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2005 o TRANSITION REPORT P

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2005 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 0-

April 26, 2005 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

Table of Contents SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 25, 2005 NEXTERA ENTERPRISES, INC. (Exact name of registrant as specified in its charter) Delaware (State or Other Jurisdiction of Incorporation) 0-25995 (Commission File Nu

April 26, 2005 EX-99.1

EXHIBIT 99.1

EXHIBIT 99.1 [NEXTERA LOGO] FOR IMMEDIATE RELEASE Contact: Michael Muldowney President and Chief Financial Officer Nextera Enterprises (617) 262-0055 NEXTERA ANNOUNCES 2005 FIRST QUARTER RESULTS BOSTON, MA - APRIL 25, 2005 - Nextera Enterprises, Inc. (OTC: NXRA) today reported results for the first quarter ended March 31, 2005. In the 2005 first quarter, Nextera recorded a net loss of $0.5 million

April 1, 2005 DEF 14A

SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934

Nextera Enterprises, Inc. Table of Contents SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant þ Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) þ Definitive Proxy Statement o Definitiv

March 25, 2005 EX-10.11

EX-10.11

Exhibit 10.11 NON-QUALIFIED STOCK OPTION AGREEMENT OF NEXTERA ENTERPRISES, INC. THIS AGREEMENT is made by and between Nextera Enterprises, Inc., a Delaware corporation (the "Company"), and an employee of the Company or a Subsidiary of the Company ("Optionee"): WHEREAS, the Company wishes to afford the Optionee the opportunity to purchase shares of its Class A Common Stock; WHEREAS, the Company wis

March 25, 2005 EX-21.1

EX-21.1

Exhibit 21.1 Nextera Enterprises, Inc. Subsidiaries Nextera Business Performance Solutions Group, Inc. Nextera Canada Nextera Economics, Inc. ERG Acquisition Corp. CE Acquisition Corp All subsidiaries are directly or indirectly 100% owned by Nextera Enterprises, Inc.

March 25, 2005 10-K

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2004 Commission file number 0-25995 NEXTERA ENTERPRISES, I

e10vk SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2004 Commission file number 0-25995 NEXTERA ENTERPRISES, INC. (Name of Registrant as Specified in its Charter) Delaware 95-4700410 (State or Other Jurisdiction of Incorporation) (I.R.S. Employer Identif

February 23, 2005 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

Table of Contents SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 22, 2005 NEXTERA ENTERPRISES, INC. (Exact name of registrant as specified in its charter) Delaware (State or Other Jurisdiction of Incorporation) 0-25995 (Commission File

February 23, 2005 EX-99.1

EXHIBIT 99.1

[NEXTERA LOGO] EXHIBIT 99.1 Contact: Michael Muldowney President and Chief Financial Officer Nextera Enterprises (617) 262-0055 NEXTERA ANNOUNCES FOURTH QUARTER AND YEAR END RESULTS BOSTON, MA - FEBRUARY 22, 2005 - Nextera Enterprises, Inc. (OTC: NXRA) today reported results for the fourth quarter and year ended December 31, 2004. In the 2004 fourth quarter, Nextera recorded a net loss of $0.4 mil

December 22, 2004 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

8-K 1 a04213e8vk.htm FORM 8-K Table of Contents SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 27, 2004 NEXTERA ENTERPRISES, INC. (Exact name of registrant as specified in its charter) Delaware (State or Other Jurisdiction of Incorpora

November 5, 2004 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2004 [ ] TRANSITION

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2004 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File N

October 28, 2004 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

Table of Contents SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 28, 2004 NEXTERA ENTERPRISES, INC. (Exact name of registrant as specified in its charter) Delaware 0-25995 95-4700410 (State or Other Jurisdiction of Incorporation) (Commi

October 28, 2004 EX-99.1

EXHIBIT 99.1

(NEXTERA LOGO) Exhibit 99.1 FOR IMMEDIATE RELEASE Contact: Michael Muldowney President and Chief Financial Officer Nextera Enterprises, Inc. (617) 262-0055 NEXTERA ANNOUNCES 2004 THIRD QUARTER RESULTS BOSTON, MA - OCTOBER 28, 2004 - Nextera Enterprises, Inc. (OTC: NXRA) today reported results for the third quarter ended September 30, 2004. In the 2004 third quarter, Nextera recorded a net loss of

August 16, 2004 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2004 [ ] TRANSITION REPOR

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2004 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number

May 13, 2004 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2004 o TRANSITION REPORT P

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2004 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 0-

April 30, 2004 EX-99.1

EXHIBIT 99.1

(NEXTERA LOGO) EXHIBIT 99.1 FOR IMMEDIATE RELEASE Contact: Michael Muldowney President and Chief Financial Officer Nextera Enterprises (617) 262-0055 NEXTERA ANNOUNCES 2004 FIRST QUARTER RESULTS CAMBRIDGE, MA - APRIL 29, 2004 - Nextera Enterprises, Inc. (OTC: NXRA) today reported results for the first quarter March 31, 2004. In the 2004 first quarter, Nextera recorded a net loss of $0.7 million, o

April 30, 2004 8-K

Current Report

Table of Contents SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 29, 2004 NEXTERA ENTERPRISES, INC. (Exact name of registrant as specified in its charter) Delaware 0-25995 97-4700410 (State or Other Jurisdiction of Incorporation) (Commiss

April 23, 2004 DEF 14A

SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

DEF 14A 1 a98368def14a.htm DEFINITIVE PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant þ Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) þ Definitive Proxy Statement o

March 26, 2004 EX-21.1

EXHIBIT 21.1

EXHIBIT 21.1 Nextera Enterprises, Inc. Subsidiaries Nextera and Company LLC Nextera International, LLC Nextera UK Holdings The Alexander Corp. Ltd Nextera UK Limited Nextera Interactive, Inc Nextera Interactive, UK ltd Nextera Business Performance Solutions Group, Inc. Scanda, Inc. Nextera Canada NetNext, Inc. Nextera Economics, Inc. ERG Acquisition Corp. CE Acquisition Corp All subsidiaries are d

March 26, 2004 EX-10.62

EXHIBIT 10.62

EXHIBIT 10.62 EMPLOYMENT AGREEMENT This AGREEMENT (the "Agreement") is made as of January 1, 2004 (the "Effective Date"), by and between Nextera Enterprises, Inc., a Delaware corporation (the "Company"), and Michael J. Dolan (the "Employee"). In consideration of the mutual covenants contained in this Agreement, the Company and the Employee agree as follows: 1. Employment. Commencing on the Effecti

March 26, 2004 10-K

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2003 Commission file number 0-25995 NEXTERA ENTERPRISES, I

10-K 1 a97542e10vk.htm FORM 10-K Table of Contents SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2003 Commission file number 0-25995 NEXTERA ENTERPRISES, INC. (Name of Registrant as Specified in its Charter) Delaware (State or Other Jurisdiction of Incor

March 26, 2004 EX-14.1

EXHIBIT 14.1

EXHIBIT 14.1 NEXTERA ENTERPRISES, INC. CODE OF BUSINESS CONDUCT AND ETHICS MARCH 15, 2004 . . . TABLE OF CONTENTS PAGE LETTER FROM THE PRESIDENT......................................................................................... 1 INTRODUCTION...................................................................................................... 2 PURPOSE........................................

February 20, 2004 EX-99.1

EXHIBIT 99.1

EXHIBIT 99.1 (NEXTERA LOGO) FOR IMMEDIATE RELEASE Contact: Michael Muldowney President and Chief Financial Officer Nextera Enterprises (617) 715-0200 NEXTERA ANNOUNCES FOURTH QUARTER AND YEAR END RESULTS CAMBRIDGE, MA - FEBRUARY 19, 2004 - Nextera Enterprises, Inc. (OTC: NXRA) today reported results for the fourth quarter and year ended December 31, 2003. During the 2003 fourth quarter, Nextera an

February 20, 2004 8-K

Current Report

Table of Contents SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 19, 2004 NEXTERA ENTERPRISES, INC. (Exact name of registrant as specified in its charter) Delaware (State or Other Jurisdiction of Incorporation) 0-25995 (Commission File

December 12, 2003 EX-99.2

EXHIBIT 99.2

EXHIBIT 99.2 [NEXTERA LOGO] FOR IMMEDIATE RELEASE Contact: Michael Muldowney Chief Financial Officer and Chief Operating Officer Nextera Enterprises (617) 715-0220 NEXTERA COMPLETES SALE OF LEXECON ASSETS FOR $130 MILLION CAMBRIDGE, MA - DECEMBER 1, 2003 - Nextera Enterprises, Inc. (OTC: NXRA) announced that on November 28, 2003, it completed the sale of its Lexecon business to LI Acquisition Comp

December 12, 2003 8-K

Current Report

Table of Contents SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 28, 2003 NEXTERA ENTERPRISES, INC. (Exact name of registrant as specified in its charter) Delaware 0-25995 97-4700410 (State or Other Jurisdiction of Incorporation) (Comm

November 13, 2003 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2003 [ ] TRANSITION

10-Q 1 a94362e10vq.htm FORM 10-Q PERIOD ENDED 09/30/2003 Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2003 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF

October 30, 2003 8-K

Current Report

Table of Contents SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 30, 2003 NEXTERA ENTERPRISES, INC. (Exact name of registrant as specified in its charter) Delaware 0-25995 97-4700410 (State or Other Jurisdiction (Commission File Number)

October 30, 2003 EX-99.1

EXHIBIT 99.1

Exhibit 99.1 [NEXTERA LOGO] FOR IMMEDIATE RELEASE Contact: Michael Muldowney Chief Financial Officer and Chief Operating Officer Nextera Enterprises (617) 715-0200 NEXTERA ANNOUNCES THIRD QUARTER RESULTS CAMBRIDGE, MA - OCTOBER 30, 2003 - Nextera Enterprises, Inc. (NASDAQ: NXRA) today reported results for the third quarter ended September 30, 2003. During the 2003 third quarter, Nextera and its di

October 24, 2003 DEF 14A

SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

DEF 14A 1 a93427ddef14a.htm DEFINITIVE PROXY STATEMENT Table of Contents SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant þ Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement þ Definitive Proxy Statement o Definitive Additional Materials o Soliciting Material Pursuant

October 21, 2003 PRER14A

SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

PRER14A 1 a93427p2prer14a.htm PRELIMINARY PROXY STATEMENT Table of Contents SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant þ Filed by a Party other than the Registrant o Check the appropriate box: þ Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Defini

October 10, 2003 PREM14A

SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

PREM14A 1 a93427pprem14a.htm PRELIMINARY PROXY STATEMENT Table of Contents SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant þ Filed by a Party other than the Registrant o Check the appropriate box: þ Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Definit

September 26, 2003 8-K

Current Report

Table of Contents SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 25, 2003 NEXTERA ENTERPRISES, INC. (Exact name of registrant as specified in its charter) Delaware 0-25995 97-4700410 (State or Other Jurisdiction (Commission File Numbe

September 26, 2003 EX-10.1

EXHIBIT 10.1

EXHIBIT 10.1 EXECUTION VERSION VOTING AGREEMENT This VOTING AGREEMENT (this "Agreement"), is made and entered into this 25th day of September 2003 by and among LI Acquisition Company, LLC, a Maryland limited liability company ("Buyer"), FTI Consulting, Inc., a Maryland corporation ("FTI"), Knowledge Universe, Inc., a Delaware corporation ("Knowledge Universe") and Nextera Enterprises Holdings, Inc

September 26, 2003 EX-2.1

EXHIBIT 2.1

EXHIBIT 2.1 Execution Version - ASSET PURCHASE AGREEMENT BY AND AMONG FTI CONSULTING, INC., LI ACQUISITION COMPANY, LLC, NEXTERA ENTERPRISES, INC., LEXECON INC., CE ACQUISITION CORP. AND ERG ACQUISITION CORP. DATED: SEPTEMBER 25, 2003 - TABLE OF CONTENTS Page - Article I ASSETS TO BE PURCHASED........................................................................ 1 Section 1.1. Description of Ass

September 26, 2003 EX-99.1

EXHIBIT 99.1

EX-99.1 5 a93328exv99w1.txt EXHIBIT 99.1 EXHIBIT 99.1 [NEXTERA LOGO] For Immediate Release: NEXTERA ENTERPRISES ENTERS INTO AN AGREEMENT TO SELL LEXECON ASSETS FOR $130 MILLION CAMBRIDGE, MA - SEPT. 25, 2003- Nextera Enterprises, Inc. (NASDAQ: NXRA) announced today that it and its direct and indirect subsidiaries Lexecon Inc., CE Acquisition Corp. and ERG Acquisition Corp. have entered into a defi

August 14, 2003 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2003 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number

July 31, 2003 EX-4.1

EXHIBIT 4.1

EXHIBIT 4.1 EXECUTION COPY NEITHER THIS WARRANT NOR THE SHARES OF STOCK ISSUABLE UPON EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. NO SALE, TRANSFER OR OTHER DISPOSITION OF THIS WARRANT OR SAID SHARES MAY BE EFFECTED WITHOUT (I) AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO, OR (II) AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO COUNSEL TO THE COMPANY

July 31, 2003 EX-10.1

EXHIBIT 10.1

EXHIBIT 10.1 EXECUTION COPY NEXTERA ENTERPRISES, INC. - ONE CAMBRIDGE CENTER CAMBRIDGE, MA 02142 As of July 17, 2003 Fleet National Bank 100 Federal Street Boston, MA 02110 Attn: Fred P. Lucy Vice President Banc of America Strategic Solutions, Inc. 335 Madison Avenue NY1-503-05-06 Attn: Bill Crawford Managing Director RE: SECOND AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT ("AMENDMENT

July 31, 2003 EX-4.2

EXHIBIT 4.2

EXHIBIT 4.2 EXECUTION COPY NEITHER THIS WARRANT NOR THE SHARES OF STOCK ISSUABLE UPON EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. NO SALE, TRANSFER OR OTHER DISPOSITION OF THIS WARRANT OR SAID SHARES MAY BE EFFECTED WITHOUT (I) AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO, OR (II) AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO COUNSEL TO THE COMPANY

July 31, 2003 EX-4.3

EXHIBIT 4.3

EXHIBIT 4.3 EXECUTION COPY NEITHER THIS WARRANT NOR THE SHARES OF STOCK ISSUABLE UPON EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. NO SALE, TRANSFER OR OTHER DISPOSITION OF THIS WARRANT OR SAID SHARES MAY BE EFFECTED WITHOUT (i) AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO, OR (ii) AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO COUNSEL TO THE COMPANY

July 31, 2003 EX-99.1

EXHIBIT 99.1

. . . EXHIBIT 99.1 [NEXTERA LETTERHEAD] FOR IMMEDIATE RELEASE Contacts: Michael Muldowney Jonathan Gasthalter/Kristin Celauro Chief Financial Officer and Chief Operating Officer Citigate Sard Verbinnen Nextera Enterprises (212) 687-8080 (617) 715-0200 NEXTERA ANNOUNCES SECOND QUARTER RESULTS CAMBRIDGE, MA - JULY 31, 2003 - Nextera Enterprises, Inc. (NASDAQ: NXRA), which consists of Lexecon, one of

July 31, 2003 8-K

Current Report

Table of Contents SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 17, 2003 NEXTERA ENTERPRISES, INC. (Exact name of registrant as specified in its charter) Delaware 0-25995 97-4700410 (State or Other Jurisdiction of Incorporation) (Commissi

July 31, 2003 EX-4.4

EXHIBIT 4.4

EXHIBIT 4.4 EXECUTION COPY NEITHER THIS WARRANT NOR THE SHARES OF STOCK ISSUABLE UPON EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. NO SALE, TRANSFER OR OTHER DISPOSITION OF THIS WARRANT OR SAID SHARES MAY BE EFFECTED WITHOUT (i) AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO, OR (ii) AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO COUNSEL TO THE COMPANY

July 31, 2003 EX-10.2

EXHIBIT 10.2

EXHIBIT 10.2 EXECUTION COPY July 17, 2003 Fleet National Bank 100 Federal Street Boston, MA 02110 Attn: Fred P. Lucy Vice President Banc of America Strategic Solutions, Inc. 335 Madison Avenue NY1-503-05-06 Attn: Bill Crawford Managing Director RE: AMENDED AND RESTATED JUNIOR CREDIT PARTICIPATION AGREEMENT Gentlemen: Reference is made to the Second Amended and Restated Credit Agreement between, on

May 12, 2003 EX-99.2

EXHIBIT 99.2

EXHIBIT 99.2 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 CERTIFICATION OF CHIEF FINANCIAL OFFICER Pursuant to 18 U.S.C. Section 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officer of Nextera Enterprises, Inc. (the "Company") hereby certifies, to such officer's knowledge, that: (i) the

May 12, 2003 EX-99.1

EXHIBIT 99.1

EXHIBIT 99.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 CERTIFICATION OF CHIEF EXECUTIVE OFFICER Pursuant to 18 U.S.C. Section 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officer of Nextera Enterprises, Inc. (the "Company") hereby certifies, to such officer's knowledge, that: (i) the

May 12, 2003 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2003 [ ] TRANSITION REPO

10-Q 1 a89957e10vq.htm FORM 10-Q FOR PERIOD ENDING 3-31-2003 Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2003 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF

May 12, 2003 EX-10.2

EXHIBIT 10.2

EXHIBIT 10.2 AMENDMENT TO SERVICE AGREEMENT Dennis W. Carlton ("Mr. Carlton") entered into a service agreement with Lexecon Inc. ("Lexecon") and Nextera Enterprises, Inc. ("Nextera") on December 31, 2002 (the "Service Agreement"). The purpose of this Agreement (this "Agreement") is to amend certain provisions of the Service Agreement. The parties agree as follows: 1. The first sentence of Section

May 12, 2003 EX-10.1

EXHIBIT 10.1

EXHIBIT 10.1 AMENDMENT TO SERVICE AGREEMENT Daniel R. Fischel ("Mr. Fischel") entered into a service agreement with Lexecon Inc. ("Lexecon") and Nextera Enterprises, Inc. ("Nextera") on December 31, 2002 (the "Service Agreement"). The purpose of this Agreement (this "Agreement") is to amend certain provisions of the Service Agreement. The parties agree as follows: 1. The first sentence of Section

April 30, 2003 8-K

Current Report

Table of Contents SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 30, 2003 NEXTERA ENTERPRISES, INC. (Exact name of registrant as specified in its charter) Delaware (State or Other Jurisdiction of Incorporation) 0-25995 (Commission File Nu

April 30, 2003 EX-99.1

EXHIBIT 99.1

EXHIBIT 99.1 FOR IMMEDIATE RELEASE Contacts: Michael Muldowney Jonathan Gasthalter/Kristin Celauro Chief Financial Officer and Citigate Sard Verbinnen Chief Operating Officer (212) 687-8080 Nextera Enterprises (617) 715-0200 NEXTERA ANNOUNCES FIRST QUARTER RESULTS REVENUES INCREASE 7% TO $18.8 MILLION CAMBRIDGE, MA - APRIL 30, 2003 - Nextera Enterprises, Inc. (NASDAQ: NXRA), which consists of Lexe

April 29, 2003 DEF 14A

SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Table of Contents SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive Proxy Statement o Definitive Additional Materials o Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12 NEXTERA ENTERPRISES, INC.

April 18, 2003 PRE 14A

SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Table of Contents SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: x Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Definitive Proxy Statement o Definitive Additional Materials o Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12 NEXTERA ENTERPRISES, INC.

March 31, 2003 EX-10.52

EXHIBIT 10.52

Exhibit 10.52 As of February 1, 2003 Nextera Enterprises, Inc. 4 Cambridge Center, 3rd Fl. Cambridge, Mass 02142 Attn: Mr. Michael Muldowney, CFO Dear Michael: The purpose of this letter is to set forth the terms and conditions under which I have agreed to accept the Board's election as Vice Chairman of the Board of Nextera Enterprises, Inc. ("Company") as follows: 1. I agree to serve as Vice Chai

March 31, 2003 10-K

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2002 Commission file number 0-25995 Nextera Enterprises, I

Table of Contents SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2002 Commission file number 0-25995 Nextera Enterprises, Inc. (Name of Registrant as Specified in its Charter) Delaware (State or Other Jurisdiction of Incorporation) 95-4700410 (I.R.S. Empl

February 11, 2003 8-K

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 11, 2003 NEXTERA ENTERPRISES, INC. (Ex

Nextera Enterprises, Inc. Table of Contents SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 11, 2003 NEXTERA ENTERPRISES, INC. (Exact name of registrant as specified in its charter) Delaware (State or Other Jurisdiction of Incorporation

February 11, 2003 EX-99.1

EXHIBIT 99.1

EXHIBIT 99.1 FOR IMMEDIATE RELEASE Contacts: Michael Muldowney Jonathan Gasthalter/Kristin Celauro Chief Financial Officer and Chief Operating Officer Citigate Sard Verbinnen Nextera Enterprises (212) 687-8080 (617) 715-0200 NEXTERA ANNOUNCES FOURTH QUARTER AND YEAR-END RESULTS RECORDS 2002 EPS OF $0.11 AND OPERATING MARGIN OF 16.5% CAMBRIDGE, MA - FEBRUARY 11, 2003 - Nextera Enterprises, Inc. (NA

February 6, 2003 EX-10.1

EXHIBIT 10.1

EX-10.1 3 a87461exv10w1.txt EXHIBIT 10.1 EXHIBIT 10.1 NEXTERA ENTERPRISES, INC. January 9, 2003 Mr. David Schneider Chairman and Chief Executive Officer Nextera Enterprises, Inc. 1250 Fourth Street Santa Monica, CA 90401 Dear David: In our conversation the other day, we agreed to proceed as follows with respect to your Employment Agreement dated October 25, 2000: 1. You will resign your positions

February 6, 2003 8-K

Current Report

Table of Contents SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 5, 2003 NEXTERA ENTERPRISES, INC. (Exact name of registrant as specified in its charter) Delaware (State or Other Jurisdiction of Incorporation) 0-25995 (Commission File

February 6, 2003 EX-99.1

EXHIBIT 99.1

EXHIBIT 99.1 Contacts: Michael Muldowney Jonathan Gasthalter/Kristin Celauro Chief Financial Officer & Citigate Sard Verbinnen Chief Operating Officer (212) 687-8080 Nextera Enterprises (617) 715-0224 NEXTERA NAMES LEXECON PRESIDENT, DANIEL R. FISCHEL, CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER REALIGNS MANAGEMENT TEAM CAMBRIDGE, MA - FEBRUARY 5, 2003 - Nextera Enterprises, Inc. (NASDAQ: NXRA

January 3, 2003 EX-10.2

EXHIBIT 10.2

Exhibit 10.2 December 31, 2002 Fleet National Bank 100 Federal Street Boston, MA 02110 Attn: Michael F. O'Neill Senior Workout Officer Bank of America, N.A. 1101 Wootton Parkway 3rd Floor MD9-978-03-03 Rockville, MD 20852 Attn: Michael R. Heredia Managing Director RE: JUNIOR CREDIT PARTICIPATION AGREEMENT Gentlemen: Reference is made to the Second Amended and Restated Credit Agreement between, on

January 3, 2003 EX-10.7

EXHIBIT 10.7

EX-10.7 13 a86813exv10w7.txt EXHIBIT 10.7 EXHIBIT 10.7 AGREEMENT THIS AGREEMENT (the "Agreement") is entered into on December 31, 2002 by and between, on the one hand, Nextera Enterprises Inc., a Delaware corporation ("the Company") and Lexecon, Inc., an Illinois corporation ("Lexecon") (collectively, the "Group") and, on the other hand, Dennis W. Carlton ("Mr. Carlton"). WHEREAS, Mr. Carlton and

January 3, 2003 EX-10.5

EXHIBIT 10.5

EXHIBIT 10.5 SECOND AMENDMENT TO AMENDED AND RESTATED DEBENTURE THIS SECOND AMENDMENT TO AMENDED AND RESTATED DEBENTURE (the "Second Amendment") is entered into effective as of December 31, 2002 (the "Effective Date") by and among Nextera Enterprises, Inc., a Delaware corporation ("Borrower") and Knowledge Universe Capital Co., LLC, a Delaware limited liability company (the "Lender"), and is made

January 3, 2003 EX-10.4

EXHIBIT 10.4

EXHIBIT 10.4 SECOND AMENDMENT TO DEBENTURE THIS SECOND AMENDMENT TO DEBENTURE (the "Amendment") is entered into effective as of December 31, 2002 (the "Effective Date") by and among Nextera Enterprises, Inc., a Delaware corporation ("Borrower") and Knowledge Universe Capital Co. LLC, a Delaware limited liability company, or its assigns (the "Lender"), and is made with reference to the following: R

January 3, 2003 EX-10.12

EXHIBIT 10.12

EXHIBIT 10.12 SECOND AMENDED AND RESTATED TERM NOTE TN-2 Dated: December 31, 2002 FOR VALUE RECEIVED, the undersigned NEXTERA ENTERPRISES, INC., a Delaware corporation (the "Borrower"), hereby promises to pay to the order of Bank of America, N.A. (the "Lender") or registered assigns, on the Maturity Date, the aggregate unpaid principal amount of the loans made by the Lender to the Borrower as part

January 3, 2003 EX-4.2

EXHIBIT 4.2

EXHIBIT 4.2 NEITHER THIS WARRANT NOR THE SHARES OF STOCK ISSUABLE UPON EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. NO SALE, TRANSFER OR OTHER DISPOSITION OF THIS WARRANT OR SAID SHARES MAY BE EFFECTED WITHOUT (I) AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO, OR (II) AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO COUNSEL TO THE COMPANY, THAT AN EXEMP

January 3, 2003 EX-10.3

EXHIBIT 10.3

EXHIBIT 10.3 NEXTERA ENTERPRISES, INC. SECOND AMENDED AND RESTATED SUBORDINATION AGREEMENT This Agreement, dated as of December 31, 2002, is among Nextera Enterprises, Inc., a Delaware corporation (the "Company"), Knowledge Universe Capital Co. LLC, a Delaware limited liability company ("KU Capital Co.") and Knowledge Universe, Inc., a Delaware corporation ("KU, Inc."; and together with KU Capital

January 3, 2003 EX-4.1

EXHIBIT 4.1

EXHIBIT 4.1 NEITHER THIS WARRANT NOR THE SHARES OF STOCK ISSUABLE UPON EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. NO SALE, TRANSFER OR OTHER DISPOSITION OF THIS WARRANT OR SAID SHARES MAY BE EFFECTED WITHOUT (I) AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO, OR (II) AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO COUNSEL TO THE COMPANY, THAT AN EXEMP

January 3, 2003 EX-10.11

EXHIBIT 10.11

EXHIBIT 10.11 SECOND AMENDED AND RESTATED TERM NOTE TN-1 Dated: December 31, 2002 FOR VALUE RECEIVED, the undersigned NEXTERA ENTERPRISES, INC., a Delaware corporation (the "Borrower"), hereby promises to pay to the order of Fleet National Bank (the "Lender") or registered assigns, on the Maturity Date, the aggregate unpaid principal amount of the loans made by the Lender to the Borrower as part o

January 3, 2003 8-K

Current Report

Table of Contents SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 31, 2002 NEXTERA ENTERPRISES, INC. (Exact name of registrant as specified in its charter) Delaware (State or Other Jurisdiction of Incorporation) 0-25995 (Commission File

January 3, 2003 EX-4.4

EXHIBIT 4.4

EX-4.4 6 a86813exv4w4.txt EXHIBIT 4.4 EXHIBIT 4.4 NEITHER THIS WARRANT NOR THE SHARES OF STOCK ISSUABLE UPON EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. NO SALE, TRANSFER OR OTHER DISPOSITION OF THIS WARRANT OR SAID SHARES MAY BE EFFECTED WITHOUT (I) AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO, OR (II) AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO

January 3, 2003 EX-10.6

EXHIBIT 10.6

EXHIBIT 10.6 FIRST AMENDMENT TO EXCHANGE DEBENTURE THIS FIRST AMENDMENT TO EXCHANGE DEBENTURE (the "Amendment") is entered into effective as of December 31, 2002 (the "Effective Date") by and among Nextera Enterprises, Inc., a Delaware corporation ("Borrower") and Knowledge Universe, Inc., a Delaware corporation, or its assigns (the "Lender"), and is made with reference to the following: RECITALS

January 3, 2003 EX-4.3

EXHIBIT 4.3

EXHIBIT 4.3 NEITHER THIS WARRANT NOR THE SHARES OF STOCK ISSUABLE UPON EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. NO SALE, TRANSFER OR OTHER DISPOSITION OF THIS WARRANT OR SAID SHARES MAY BE EFFECTED WITHOUT (i) AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO, OR (ii) AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO COUNSEL TO THE COMPANY, THAT AN EXEMP

January 3, 2003 EX-99.1

EXHIBIT 99.1

EXHIBIT 99.1 Contacts: Michael Muldowney Jonathan Gasthalter/Kristin Celauro Chief Financial Officer Citigate Sard Verbinnen Nextera Enterprises (212) 687-8080 (617) 715-0224 LEXECON SIGNS LONG-TERM EMPLOYMENT AGREEMENTS WITH PRINCIPALS BOARD RECOMMENDS APPROVAL OF NAME CHANGE TO LEXECON EXTENDS SENIOR CREDIT FACILITY AND SUBORDINATED DEBT TO JANUARY 1, 2005 CAMBRIDGE, MA - JANUARY 3, 2003 - Nexte

January 3, 2003 EX-10.10

EXHIBIT 10.10

EX-10.10 16 a86813exv10w10.txt EXHIBIT 10.10 EXHIBIT 10.10 SECOND AMENDED AND RESTATED REVOLVING NOTE RN-2 Dated: December 31, 2002 FOR VALUE RECEIVED, the undersigned NEXTERA ENTERPRISES, INC., a Delaware corporation (the "Borrower"), hereby promises to pay to the order of Bank of America, N.A. (the "Lender") or registered assigns, on the Maturity Date, the aggregate unpaid principal amount of th

January 3, 2003 EX-10.1

EXHIBIT 10.1

EXHIBIT 10.1 SECOND AMENDED AND RESTATED CREDIT AGREEMENT Dated as of December 31, 2002 Among NEXTERA ENTERPRISES, INC., as Company FLEET NATIONAL BANK, as Administrative Agent, And FLEET NATIONAL BANK and BANK OF AMERICA, N.A., each as Lender TABLE OF CONTENTS Page - 1. Definitions; Certain Rules of Construction.............................................................. 1 2. The Credits.......

January 3, 2003 EX-10.13

EXHIBIT 10.13

EXHIBIT 10.13 ============================================================================== NEXTERA ENTERPRISES, INC. SECOND AMENDED AND RESTATED GUARANTEE AND SECURITY AGREEMENT Dated as of December 31, 2002 FLEET NATIONAL BANK ============================================================================== TABLE OF CONTENTS Page - 1. Reference to Second Amended and Restated Credit Agreement; Defi

January 3, 2003 EX-10.8

EXHIBIT 10.8

EXHIBIT 10.8 AGREEMENT THIS AGREEMENT (the "Agreement") is entered into on December 31, 2002 by and between, on the one hand, Nextera Enterprises Inc., a Delaware corporation ("the Company") and Lexecon, Inc., an Illinois corporation ("Lexecon") (collectively, the "Group") and, on the other hand, Daniel R. Fischel ("Mr. Fischel"). WHEREAS, Mr. Fischel and Lexecon are parties to a Confidentiality a

January 3, 2003 EX-10.14

EXHIBIT 10.14

EX-10.14 20 a86813exv10w14.txt EXHIBIT 10.14 EXHIBIT 10.14 SECOND AMENDED AND RESTATED LIMITED GUARANTY AGREEMENT (Knowledge Universe Capital Co. LLC) W I T N E S S E T H : WHEREAS, Nextera Enterprises, Inc., a Delaware corporation ("Company") has entered into an Second Amended and Restated Credit Agreement dated December 31, 2002 (the "Second Amended and Restated Credit Agreement") with Fleet Nat

January 3, 2003 EX-10.9

EXHIBIT 10.9

EXHIBIT 10.9 SECOND AMENDED AND RESTATED REVOLVING NOTE RN-1 Dated: December 31, 2002 FOR VALUE RECEIVED, the undersigned NEXTERA ENTERPRISES, INC., a Delaware corporation (the "Borrower"), hereby promises to pay to the order of Fleet National Bank (the "Lender") or registered assigns, on the Maturity Date, the aggregate unpaid principal amount of the loans made by the Lender to the Borrower as pa

November 14, 2002 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2002 [ ] TRANSITION

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2002 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File N

November 14, 2002 EX-10.3

EXHIBIT 10.3

EXHIBIT 10.3 July 23, 2002 GUARANTEE AND SECURITY AGREEMENT This Guarantee and Security Agreement (this "Agreement") is entered into as of July 23, 2002, by and among Nextera Enterprises, Inc. ("Borrower"), whose address is 4 Cambridge Center, 3rd Floor, Cambridge, Massachusetts 02142, the subsidiaries of the Company who are signatories hereto (individually, the "Subsidiary", together, the "Subsid

November 14, 2002 EX-10.4

EXHIBIT 10.4

EXHIBIT 10.4 NEXTERA ENTERPRISES, INC. SUBORDINATION AGREEMENT This Agreement, dated as of July 23, 2002, is among Nextera Enterprises, Inc., a Delaware corporation (the "Company"), Knowledge Universe Inc., a Delaware corporation ("Knowledge Universe"), and Knowledge Universe Capital Co. LLC, a Delaware limited liability company ("KU Cap Co"). The parties agree as follows: 1. Definitions. Certain

November 14, 2002 EX-10.2

EXHIBIT 10.2

EXHIBIT 10.2 $21,292,550.00 JULY 23, 2002 EXCHANGE DEBENTURE 1. For value received, Nextera Enterprises, Inc., a Delaware corporation ("Borrower"), promises to pay to the order of Knowledge Universe, Inc., a Delaware corporation, or its assigns ("Lender"), the principal sum of Twenty-One Million Two Hundred Ninety-Two Thousand Five Hundred Fifty Dollars ($21,292,550.00) (the "Principal Amount"). I

November 14, 2002 EX-10.1

EXHIBIT 10.1

EXHIBIT 10.1 FUNDING AGREEMENT This Funding Agreement ("Agreement") is entered into by and among Fleet National Bank, Bank of America, N.A., Nextera Enterprises, Inc., a Delaware corporation (the "Company") and Knowledge Enterprises, Inc., a Delaware corporation ("KE"), effective as of September 27, 2002. 1. Credit Agreement. Fleet National Bank, as administrative agent (in such capacity, the "Age

August 14, 2002 EX-4.5

EXHIBIT 4.5

EXHIBIT 4.5 [NEXTERA LETTERHEAD] March 29, 2002 Knowledge Universe, Inc. 844 Moraga Drive Los Angeles, CA 90049 Attention: Stanley E. Maron Dear Mr. Maron: This letter amends the Letter Agreement (the "Agreement"), dated as of June 29, 2001, that was entered into by and between Nextera Enterprises, Inc., a Delaware corporation (the "Company"), and Knowledge Universe, Inc. and affiliates ("KU"). Al

August 14, 2002 8-K

Current Report

Table of Contents SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 14, 2002 Nextera Enterprises, Inc. (Exact name of registrant as specified in its charter) Delaware 0-25995 95-4700410 (State or other jurisdiction of incorporation) (Commis

August 14, 2002 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2002 [ ] TRANSITION REPOR

Nextera Enterprises, Inc. Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2002 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from

August 14, 2002 EX-4.6

EXHIBIT 4.6

EXHIBIT 4.6 [NEXTERA LETTERHEAD] June 14, 2002 Knowledge Universe, Inc. 844 Moraga Drive Los Angeles, CA 90049 Attention: Stanley E. Maron Dear Mr. Maron: This letter amends the Letter Agreement (the "Agreement") dated as of June 29, 2001, that was entered into by and between Nextera Enterprises, Inc., a Delaware corporation (the "Company"), and Knowledge Universe, Inc. and affiliates ("KU"), whic

May 15, 2002 EX-10.26

EXHIBIT 10.26

EXHIBIT 10.26 - - NEXTERA ENTERPRISES, INC. AMENDED AND RESTATED GUARANTEE AND SECURITY AGREEMENT DATED AS OF MARCH 29, 2002 FLEET NATIONAL BANK - - TABLE OF CONTENTS Page - 1. Reference to Amended and Restated Credit Agreement; Definitions; Certain Rules of Construction........................................................................ 1 2. Guarantee..........................................

May 15, 2002 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2002 o TRANSITION REPORT P

10-Q 1 a81708e10-q.htm FORM 10-Q PERIOD ENDED MARCH 31, 2002 Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2002 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 193

May 15, 2002 EX-10.28

EXHIBIT 10.28

EXHIBIT 10.28 AMENDMENT TO AMENDED AND RESTATED LIMITED GUARANTY AGREEMENT (Knowledge Universe Capital Co. LLC) WITNESSETH: Reference is made to the Amended and Restated Limited Guaranty Agreement dated March 29, 2002 ("Limited Guaranty"). All capitalized terms used herein shall have the meanings given to such terms in the Limited Guaranty. 1. The Guarantor and Agent (on behalf of itself and the o

May 15, 2002 EX-10.25

EXHIBIT 10.25

EXHIBIT 10.25 ================================================================================ ================================================================================ AMENDED AND RESTATED CREDIT AGREEMENT Dated as of March 29, 2002 Among NEXTERA ENTERPRISES, INC., as Company FLEET NATIONAL BANK, as Administrative Agent, And FLEET NATIONAL BANK and BANK OF AMERICA, N.A., each as Lender ===

May 15, 2002 EX-10.29

EXHIBIT 10.29

EXHIBIT 10.29 NEITHER THIS WARRANT NOR THE SHARES OF STOCK ISSUABLE UPON EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. NO SALE, TRANSFER OR OTHER DISPOSITION OF THIS WARRANT OR SAID SHARES MAY BE EFFECTED WITHOUT (i) AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO, OR (ii) AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO COUNSEL TO THE COMPANY, THAT AN EXE

May 15, 2002 EX-10.32

EXHIBIT 10.32

EXHIBIT 10.32 NEITHER THIS WARRANT NOR THE SHARES OF STOCK ISSUABLE UPON EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. NO SALE, TRANSFER OR OTHER DISPOSITION OF THIS WARRANT OR SAID SHARES MAY BE EFFECTED WITHOUT (i) AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO, OR (ii) AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO COUNSEL TO THE COMPANY, THAT AN EXE

May 15, 2002 EX-10.27

EXHIBIT 10.27

EXHIBIT 10.27 AMENDED AND RESTATED LIMITED GUARANTY AGREEMENT (Knowledge Universe Capital Co. LLC) WITNESSETH: WHEREAS, Nextera Enterprises, Inc., a Delaware corporation ("Company") has entered into an Amended and Restated Credit Agreement dated March 29, 2002 (the "Amended and Restated Credit Agreement") with Fleet National Bank, a national banking association, as agent (the "Agent") for itself a

May 15, 2002 EX-10.30

EXHIBIT 10.30

EXHIBIT 10.30 NEITHER THIS WARRANT NOR THE SHARES OF STOCK ISSUABLE UPON EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. NO SALE, TRANSFER OR OTHER DISPOSITION OF THIS WARRANT OR SAID SHARES MAY BE EFFECTED WITHOUT (i) AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO, OR (ii) AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO COUNSEL TO THE COMPANY, THAT AN EXE

May 15, 2002 EX-10.31

EXHIBIT 10.31

EX-10.31 9 a81708ex10-31.txt EXHIBIT 10.31 EXHIBIT 10.31 NEITHER THIS WARRANT NOR THE SHARES OF STOCK ISSUABLE UPON EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. NO SALE, TRANSFER OR OTHER DISPOSITION OF THIS WARRANT OR SAID SHARES MAY BE EFFECTED WITHOUT (i) AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO, OR (ii) AN OPINION OF COUNSEL, REASONABLY SATISFAC

April 30, 2002 DEF 14A

SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934

Table of Contents SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [X] Definitive Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [ ] Definitive Additional Materials [ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12 NEXTERA ENTERPRISES, INC.

April 1, 2002 EX-21.1

EXHIBIT 21.1

Exhibit 21.1 U. S. Subsidiaries A. Nextera Interactive, Inc. (i) Nextera Interactive, Inc. is incorporated in the State of Delaware (ii) It does not conduct business under any name other than Nextera Interactive. B. Nextera Business Performance Solutions Group, Inc. (i) Nextera Business Performance Solutions Group, Inc. is incorporated in the State of Massachusetts. (ii) It does not conduct busine

April 1, 2002 EX-10.22

EXHIBIT 10.22

Exhibit 10.22 BINDING TERM SHEET Management Incentives A. If the entire company is sold for cash or liquid equivalents in one or more contiguous transactions: 1. The sale(s) must be completed in such a fashion that the entire bank debt has been paid in full on or before December 15, 2001 as a condition to payment of any management incentives; provided that, in the event that a detailed term sheet

April 1, 2002 EX-10.23

EXHIBIT 10.23

EXHIBIT 10.23 TERMINATION AGREEMENT, WAIVER, AND GENERAL RELEASE This Termination Agreement, Waiver, and General Release (the "Release") is entered into this day of January, 2002 (the "Effective Date") by and between Nextera Enterprises, Inc., a Delaware corporation (the "Company"), Sibson & Company LLC, a Delaware limited liability company ("Sibson") , and Vincent C. Perro ("Employee") and is mad

April 1, 2002 10-K

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2001 Commission file number 0-25995 NEXTERA ENTERPRISES, I

Table of Contents SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2001 Commission file number 0-25995 NEXTERA ENTERPRISES, INC. (Name of Registrant as Specified in its Charter) Delaware (State or Other Jurisdiction of Incorporation or Organization) 95-4700

April 1, 2002 EX-10.10

EXHIBIT 10.10

EXHIBIT 10.10 $10,000,000.00 December 15, 2000 DEBENTURE 1. For value received, Nextera Enterprises, Inc., a Delaware corporation ("Borrower"), promises to pay to the order of Knowledge Universe Capital Co. LLC, a Delaware limited liability company, or its assigns ("Lender"), the principal sum of Ten Million Dollars ($10,000,000.00) or such lesser sum as shall be advanced by Lender to Borrower her

February 15, 2002 EX-2.1

EXHIBIT 2.1

EX-2.1 3 a79311ex2-1.txt EXHIBIT 2.1 EXECUTION COPY Exhibit 2.1 ASSET PURCHASE AGREEMENT by and among THE SEGAL GROUP, INC., as Buyer, and NEXTERA ENTERPRISES, INC. and SIBSON & COMPANY, LLC, as Sellers TABLE OF CONTENTS Page - INTRODUCTION .............................................................................. 1 ARTICLE I PURCHASE AND SALE OF ASSETS.........................................

February 15, 2002 8-K

Current Report

Table of Contents SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of The Securities Act of 1934 Date of Report (Date of earliest event reported): January 30, 2002 NEXTERA ENTERPRISES, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 0-25995 (Commission File Number) 9

February 14, 2002 SC 13G/A

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (RULE 13D-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (AMENDMENT NO. 1) NEXT

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (RULE 13D-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (AMENDMENT NO. 1) NEXTERA ENTERPRISES, INC. (Name of issuer) CLASS A COMMON STOCK, $.001 PAR VALUE (Title of class of securities) 65332E 10 1 (CUSIP number) May 18, 2002 (D

November 14, 2001 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2001 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File N

November 14, 2001 EX-10.1

EXHIBIT 10.1

EXHIBIT 10.1 as of November 14, 2001 Nextera Enterprises, Inc. 343 Congress Street, Suite 2100 Boston, Massachusetts 02210 Re: Forbearance Agreement ("Agreement") Gentlemen: Reference is made to the Credit Agreement dated December 30, 1999 ("Credit Agreement"), as amended by a Fourth Amendment to Credit Agreement dated as of March 30, 2001 ("Fourth Amendment") and all promissory notes, mortgages,

August 14, 2001 EX-4.1

EXHIBIT 4.1

1 Exhibit 4.1 [NEXTERA LETTERHEAD] Knowledge Universe, Inc. 844 Moraga Drive Los Angeles, CA 90049 Attention: Stanley E. Maron Dear Mr. Maron: This Letter Agreement (the "Agreement"), dated as of June 29, 2001, is entered into by and between Nextera Enterprises, Inc., a Delaware corporation (the "Company"), and Knowledge Universe, Inc. ("KU"). On December 14, 2000 the Company entered into a Note C

August 14, 2001 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2001 [ ] TRANSITION REPOR

Nextera Enterprises, Inc. Form 10-Q 6/30/2001 Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2001 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the tr

June 19, 2001 EX-4.1

EXHIBIT 4.1

1 EXHIBIT 4.1 THE AMENDED AND RESTATED 1998 EQUITY PARTICIPATION PLAN OF NEXTERA ENTERPRISES, INC. (AS AMENDED AND RESTATED EFFECTIVE MAY 30, 2001) Nextera Enterprises, Inc., a Delaware corporation, has adopted The Amended and Restated 1998 Equity Participation Plan of Nextera Enterprises, Inc. (the "Plan"), effective May 30, 2001, which amends and restates The Amended and Restated 1998 Equity Par

June 19, 2001 S-8

As filed with the Securities and Exchange Commission on June 19, 2001

Table of Contents As filed with the Securities and Exchange Commission on June 19, 2001 Registration No.

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