AMENDMENT NO. 1 TO INVESTORS’ RIGHTS AGREEMENT
Exhibit 4.7
AMENDMENT NO. 1 TO INVESTORS’ RIGHTS AGREEMENT
AMENDMENT NO. 1, dated as of December 22, 2006, to the Investors’ Rights Agreement dated as of
September 11, 2006 (the “Investors’ Rights Agreement”) by and between LiveWorld, Inc., a Delaware
corporation (the “Company”), and J. Xxxxxx Xxxxxxxx U.S.A., Inc. (“WPP”). Capitalized terms used
herein and not otherwise defined shall have the meanings assigned to such terms in the Investors’
Rights Agreement.
W I T N E S S E T H:
WHEREAS, the Company and WPP are entering into a Purchase Agreement of even date herewith (the
"Purchase Agreement”) pursuant to which WPP is purchasing shares of Common Stock from the Company;
WHEREAS, in connection with WPP’s purchase of Common Stock pursuant to the Purchase Agreement,
the Company and WPP desire to amend the terms of the Investors’ Rights Agreement in accordance with
Section 4.9 thereof to provide that the shares of Common Stock purchased by WPP pursuant to the
Purchase Agreement shall constitute Registrable Shares as such term is defined in the Investors’
Rights Agreement; and
WHEREAS, WPP presently holds a majority of the outstanding Securities.
NOW THEREFORE, in consideration of the premises and the mutual agreements hereinafter set
forth, and for other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows:
1. This Amendment No. 1 to the Investors’ Rights Agreement shall be effective as of December
22, 2006.
2. The first WHEREAS clause in the preamble is hereby deleted in its entirety and replaced
with the following:
WHEREAS, the Company and the Investors have entered into a purchase agreement dated as of
September 11, 2006 (the “Purchase Agreement”), pursuant to which the Company has sold to the
Investors, and the Investors have purchased from the Company, shares of Common Stock of the
Company.
3. A new definition of “Securities” is added Section 1.1 of the Investors’ Rights
Agreement and reads as follows:
“Securities” means (i) Common Stock purchased pursuant to the Purchase Agreement, (ii) Common Stock
purchased pursuant to the Purchase Agreement between J. Xxxxxx Xxxxxxxx U.S.A., Inc. and the
Company dated as of December 22, 2006, and (iii) any Common Stock
purchased pursuant to any purchase agreement between the Company and J. Xxxxxx Xxxxxxxx U.S.A.,
Inc. entered into after the date hereof.”
4. Except as set forth above, the Investors’ Rights Agreement, as amended herein, shall remain
in full force and effect without further modification, unless altered or amended in accordance with
Section 4.9 thereof.
5. This Amendment No. 1 may be executed in any number of counterparts, and it shall not be
necessary that the signature of, or on behalf of, each party, or that the signatures of all persons
required to bind any party, appear on each counterpart, but it shall be sufficient that the
signature of, or on behalf of, each party, or that the signatures of the persons required to bind
any party, appear on one or more counterparts. All counterparts shall constitute one and the same
instrument. It shall not be necessary in making proof of this Agreement or any counterpart hereof
to produce or account for any of the other counterparts.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to be duly executed as
of the first date first above written.
| LiveWorld, Inc. | ||||||
| By: | /s/ Xxxxx X. Xxxxxxxx
Title: President and Chief Executive Officer |
|||||
| J. Xxxxxx Xxxxxxxx U.S.A., Inc. | ||||||
| By: | /s/ Xxxxxx X. Xxxxxx | |||||
| Name: | ||||||
| Title: | Assistant Treasurer | |||||
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