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EXHIBIT 4.9.1
FIRST AMENDMENT TO
REGISTRATION RIGHTS AGREEMENT
THIS FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT, is dated and
effective as of September 29, 2000, by and between Netzee, Inc., a Georgia
corporation (the "Company") and Xxxxx X. Xxxx & Associates, Inc., a California
corporation ("Seller"), both for itself and as the holder of a majority of the
Registrable Securities (as defined in the Registration Rights Agreement (as
defined below)).
W I T N E S S E T H:
WHEREAS, the Company, Seller and the shareholders of Seller entered
into a Registration Rights Agreement, dated as of December 15, 1999 (the
"Registration Rights Agreement"), in connection with the acquisition by Netcal,
Inc., a wholly-owned subsidiary of the Company, of substantially all of the
assets of Seller, formerly known as DPSC Software, Inc.; and
WHEREAS, the parties to the Registration Rights Agreement desire to
amend such agreement, in accordance with the terms and provisions of Section 15
thereof.
NOW, THEREFORE, in consideration of the mutual covenants and
agreements set forth herein, and for other good and valuable consideration, the
receipt and sufficiency of which are herby acknowledged, the parties hereby
agree as follows:
1. REFERENCES TO "SERIES A PREFERRED STOCK." All references to
shares of the Company's "Series A 8% Convertible Preferred Stock" and the
defined term "Preferred Stock" in the Registration Rights Agreement shall
hereby be amended to refer to shares of the Company's Series B Convertible 8%
Preferred Stock (the "Series B Preferred Stock").
2. CAPITALIZED TERMS. All capitalized terms not defined herein
shall have the meanings ascribed to them in the Registration Rights Agreement.
3. AMENDMENT OF DEMAND REGISTRATION RIGHTS. The parties hereby
amend Section 2(a) of the Registration Rights Agreement as follows:
(a) The final date for Holders of at least 50% of the
Preferred Stock outstanding to notify the Company of the exercise of the demand
registration rights described in Section 2(a) of the Registration Rights
Agreement shall be extended from February 1, 2000 to February 1, 2001.
(b) The date upon which the Company shall be required to
file a registration statement under the Securities Act shall be extended from
March 31, 2000 to April 2, 2001.
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(c) The Company shall be permitted to file a registration
statement covering the Demand Shares on any form that the Company is then
permitted or required to use with respect to the registration of the Demand
Shares under the 1933 Act and all applicable state securities laws.
4. NO EFFECT OF PRIOR NOTICE. The notice previously given on
February 1, 2000 by the Holders of at least 50% of the Preferred Stock
outstanding (the "Requesting Holders") to exercise their demand registration
rights pursuant to Section 2(a) of the Registration Rights Agreement shall have
no force and effect and the Requesting Holders shall be treated for purposes of
the Registration Rights Agreement as if no such notice had been given, and no
registration pursuant to Section 2(a) shall be deemed to have been requested or
made.
5. NO EFFECT OF PRIOR POSTPONEMENT. The notice previously given
on March 29, 2000 by the Company to the Requesting Holders exercising its right
pursuant to Section 2(d) of the Registration Rights Agreement to delay the
filing of the registration statement for up to 120 days shall have no force and
effect and the Company shall be treated for purposes of the Registration Rights
Agreement as if no such notice had been given.
6. NO OTHER CHANGES. Except as otherwise provided herein, the
terms and provisions of the Registration Rights Agreement shall remain in full
force and effect as set forth therein.
IN WITNESS WHEREOF, the parties hereto have caused this First
Amendment to the Registration Rights Agreement to be executed as of the date
first written above.
NETZEE, INC.
By: /s/ Xxxxxxx X. Xxxxxxxx
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Xxxxxxx X. Xxxxxxxx
Senior Executive Vice President and
Chief Financial Officer
XXXXX X. XXXX & ASSOCIATES, INC.
By: /s/ Xxxxx X. Xxxx
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Xxxxx X. Xxxx
President
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The undersigned represents that it is the holder of a majority of the
outstanding Registrable Securities, taken together as a single class, and the
undersigned hereby consents to and approves of all of the amendments to the
Registration Rights Agreement set forth herein.
XXXXX X. XXXX & ASSOCIATES, INC.
By: /s/ Xxxxx X. Xxxx
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Xxxxx X. Xxxx
President
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