EXHIBIT 4.2
AMENDMENT NO. 1 TO
SECOND AMENDED AND RESTATED
INVESTOR RIGHTS AGREEMENT
xxxxxxxx.xxx, inc.
July , 1998
AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED
INVESTOR RIGHTS AGREEMENT
This AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED INVESTOR RIGHTS
AGREEMENT (the "Amendment") is entered into as of the ____ day of July,
1998, by and among xxxxxxxx.xxx, inc., a Delaware corporation (the
"Company"), and the Investors, as defined in the Second Amended and
Restated Investor Rights Agreement (the "Agreement"). Capitalized items
used herein and not otherwise defined shall have the meanings ascribed
thereto in the Agreement.
W I T N E S S E T H:
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WHEREAS, the Investors hold registration and information rights
pursuant to the Agreement;
WHEREAS, pursuant to Section 2.10 of the Agreement, the holders of a
majority in interest of the Registrable Securities desire to amend the
provisions of Section 2 of the Agreement.
NOW, THEREFORE, for good and valuable consideration, the receipt of
which is hereby acknowledged, the parties hereto agree as follows:
The first paragraph of Section 2.2 of the Agreement is hereby deleted
in its entirety and is replaced with the following:
2.2 PIGGYBACK REGISTRATIONS. Except in connection with an
Initial Offering, the Company shall notify all Holders in writing
at least fifteen (15) days prior to the filing of any
registration statement under the Securities Act for purposes of a
public offering of securities (other than non-convertible debt
securities) of the Company (excluding registration statements
relating to employee benefit plans or with respect to corporate
reorganizations or shares sold in connection with an acquisition,
including other transactions under Rule 145 of the Securities
Act) and will afford each such Holder an opportunity to include
in such registration statement all or part of such Registrable
Securities held by such Holder. Each Holder desiring to include
in any such registration statement all or any part of the
Registrable Securities held by it shall, within fifteen (15) days
after the above-described notice from the Company, so notify the
Company in writing. Such notice shall state the maximum number of
Registrable Securities intended to be included in such
registration and the intended method of disposition of the
Registrable Securities by such Holder. If a Holder decides not to
request inclusion of all of its Registrable Securities in any
registration statement thereafter filed by the Company, such
Holder shall nevertheless continue to have the right to include
any Registrable Securities in any subsequent such registration
statement or registration statements as may be filed by the
Company with respect to offerings of its securities, all upon the
terms and conditions set forth herein. Notwithstanding the
foregoing, nothing in this Section 2.2 shall be deemed to convey
upon any Holder the right to include in any registration
statement filed in connection with an Initial Offering all or
part of such Holder's Registrable Securities.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment
No. 1 to Second Amended and Restated Investor Rights Agreement as of the
date set forth above.
xxxxxxxx.xxx, inc. Investor:
Dancing Bear Investments, Inc.
By: By:
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Xxxx X. Xxxxxxxxx Name:
Co-Chief Executive Officer and Title:
Co-President
Xxxxxx Xxxxxxxx
By:
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Xxxxxxx X. Xxxxxxxx
Co-Chief Executive Officer,
Co-President and Secretary --------------------------------
Xxxxx Xxxxxxxx
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