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EXHIBIT 10.4(c)
AMENDMENT TO STOCKHOLDERS' AGREEMENT
THIS AMENDMENT TO STOCKHOLDERS' AGREEMENT (this "Amendment") is made
and entered into as of the 15th day of March, 2000, by and among INTERLAND,
INC., a Georgia corporation (the "Company"), CREST COMMUNICATIONS PARTNERS,
L.P., a Delaware limited partnership, CREST ENTREPRENEURS FUND, L.P., a Delaware
limited partnership (collectively "Crest"), BOULDER VENTURES III, L.P., a
Delaware limited partnership ("Boulder"), MICROSOFT CORPORATION, a Washington
corporation ("Microsoft"), NETWORK SOLUTIONS, INC., a Delaware corporation
("NetSol"), and the other investors set forth on the signature page hereto (the
"Other Investors"), to amend the terms of that certain Stockholders' Agreement
by and among the Company, Crest, Boulder and the Other Investors dated as of
December 2, 1999 (the "Agreement").
WHEREAS, the Agreement was entered into in connection with Crest's and
Boulder's acquisition of an aggregate of 9,174,313 shares of the Company's
Series A Convertible Participating Preferred Stock, no par value per share (the
"Series A Stock") and amended on December 23, 1999 to include Microsoft as a
party to the Agreement (the "Microsoft Amendment") in connection with its
purchase of 2,300,000 shares of Series A Stock;
WHEREAS, in connection with NetSol's acquisition of 689,655 shares of
the Series A Stock, NetSol desires to be entitled and subject to all of the
rights and obligations of the Agreement pari passu with each of Boulder, Crest
and Microsoft;
WHEREAS, the Company, Crest, Boulder and Microsoft and the Other
Investors have determined and agreed that it would be in the strategic best
interest of the Company to amend the Agreement to include NetSol as a party to
the Agreement.
NOW, THEREFORE, the parties hereto, in consideration of the foregoing
and other good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, agree as follows:
1. The Agreement is hereby amended to include NetSol as a party
thereto as one of the Investor Stockholders for all purposes thereunder, except
that NetSol's acquisition of the Series A Stock is in addition to the purchase
of 9,174,313 shares of Series A Stock described in the recitals section of the
Agreement and the 2,300,000 shares of Series A Stock described in the Microsoft
Amendment. As such, NetSol shall have all of the rights and obligations under
and pursuant to the Agreement in exactly the same manner and to the same extent
as such rights and obligations are granted to each of the Investor Stockholders.
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IN WITNESS WHEREOF, the undersigned individuals and the
respective duly authorized officer or partner, as the case may be, of each of
the parties hereto have executed this Amendment as of the day and year first
hereinabove set forth.
INTERLAND, INC.
By: /s/ Xxx Xxxxxxxxxx
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Name: Xxx Xxxxxxxxxx
Title: President and Chief Executive
Officer
THE INVESTOR STOCKHOLDERS
CREST COMMUNICATIONS PARTNERS L.P.
By: Crest Communications Holdings LLC
Its: Authorized Representative
By: Xxxxx X. Xxxxxxxxxxx
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Name: Xxxxx X. Xxxxxxxxxxx
Title: Managing Director
CREST ENTREPRENEURS FUND L.P.
By: Crest Communications Holdings LLC
Its: Authorized Representative
By: Xxxxx X. Xxxxxxxxxxx
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Name: Xxxxx X. Xxxxxxxxxxx
Title: Managing Director
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BOULDER VENTURES III, L.P.
By: /s/ Xxxxxx X. Xxxxx
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Name: Xxxxxx X. Xxxxx
Title: Partner
BANCBOSTON VENTURES INC.
By: /s/ M. Xxxxx XxXxxxxxx
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Name: M. Xxxxx XxXxxxxxx
Title: Vice President
PRIVATE EQUITY CO-INVEST LTD.
By: VBTC Management, Ltd.
Its: Sole Director
By: /s/ Clive Munyard
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Name: Clive Munyard
Title: Executive Director
BOULDER VENTURES III (ANNEX), L.P.
By: /s/ Xxxxxx X. Xxxxx
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Name: Xxxxxx X. Xxxxx
Title: Partner
MICROSOFT CORPORATION
By: /s/ Xxxx Xxxxx
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Name: Xxxx Xxxxx
Its: GM-Corporate Development
NETWORK SOLUTIONS, INC.
By: /s/ Xxxxx X. Xxxx
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Name: Xxxxx X. Xxxx
Its: Chief Executive Officer
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/s/ Xxxxxxxx Xxxxxxxxx
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Xxxxxxxx Xxxxxxxxx
/s/ Xxx Xxxxxxxxxx
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Xxx Xxxxxxxxxx
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