Re: Amendment to Registration Rights Agreement
Exhibit 10.05
[KANA LETTERHEAD]
September 29, 2005
| NightWatch Capital Partners, LP and NightWatch Capital Partners II, LP 0000 Xxxxx Xxxxxxxxxx Xxxxxx, Xxxxx 000 Xxxxx, Xxxx 00000 Attention: Xxxx Xxxxxxx |
RHP Master Fund, Ltd. c/o Rock Hill Investor Management, L.P. 0 Xxxx Xxxxx – Xxxx, Xxxxx 000 Xxxx Xxxxxx, XX 00000 Attention: Xxxxx Xxxxx |
Re: Amendment to Registration Rights Agreement
Ladies and Gentlemen:
Reference hereby is made to the Registration Rights Agreement dated as of dated June 25, 2005 (the “Registration Rights Agreement”; terms defined in the Registration Rights Agreement and not otherwise defined herein are used herein as therein defined), by and among Kana Software, Inc. (the “Company”) and the Investors named therein (the “Investors”).
In connection with the issuance of securities to the Investors pursuant to the Common Stock and Warrant Purchase Agreement (the “Purchase Agreement”), dated June 25, 2005, by and among the Company and the Investors, the Company and the Investors hereby agree to amend the Registration Rights Agreement so that:
(i) the “Filing Date” shall mean on or prior to the date which is not later than the twentieth (20th) day following the filing of the Company’s Quarterly Report on Form 10-Q for the six months ended June 30, 2005; and
(ii) the “Registration Deadline” shall mean and refer to January 27, 2006.
Except as expressly set forth herein, this letter shall not operate as a waiver or an amendment of any terms, conditions, rights, or privileges of the Investors under the Registration Rights Agreement. Except as expressly set forth herein, all other terms of the Registration Rights Agreement remain in full force and effect.
Please acknowledge your agreement with the foregoing by signing where indicated below and returning an executed counterpart of this letter to the undersigned.
Very truly yours,
| KANA SOFTWARE, INC. | ||
| By: |
/s/ Xxxx Xxxxxxxx | |
| Name: |
Xxxx Xxxxxxxx | |
| Title: |
Chief Financial Officer | |
[Signatures Continue on Following Page]
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Agreed and Acknowledged:
| NIGHTWATCH CAPITAL PARTNERS, LP | ||
| By NightWatch Capital Management, LLC, its general partner | ||
| By: |
/S/ XXXX X. XXXXXXX | |
| Xxxx X. Xxxxxxx | ||
| Managing Principal | ||
| Number | of Units Purchased: |
| Purchase | Price: $ |
| Residency: |
| NIGHTWATCH CAPITAL PARTNERS II, LP | ||
| By NightWatch Capital Management, LLC, its general partner | ||
| By: |
/S/ XXXX X. XXXXXXX | |
| Xxxx X. Xxxxxxx | ||
| Managing Principal | ||
| Number | of Units Purchased: |
| Purchase | Price: $ |
| Residency: |
| RHP MASTER FUND, LTD. | ||
| By: |
Rock Hill Investment Management, L.P., | |
| its investment manager | ||
| By: |
RHP General Partner, LLC | |
| By: |
/S/ XXXXX X. XXXXXXX | |
| Xxxxx X. Xxxxxxx | ||
| Director | ||
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