Exhibit 10.7(c)
AMENDMENT NO. 2
TO
CO-SALE AND STOCK RESTRICTION AGREEMENT
This Amendment No. 2 dated May 9, 1997 (the "Amendment") to the Co-Sale
and Stock Restriction Agreement dated November 13, 1995 among Giga Information
Group, Inc., a Delaware corporation (the "Corporation"), Xxxxxx X. Xxxxxxx and
the holders of Series B Preferred Stock, $.001 par value (the "Stockholders"),
as amended (the "Agreement"), is entered into by the Corporation, Xxxxxx X.
Xxxxxxx and the Stockholders. Except as set forth below, the Agreement shall
remain in full force and effect. Capitalized terms used herein and not otherwise
defined shall have the meanings assigned to them in the Agreement.
WHEREAS, the Corporation proposes to enter into a Series C Preferred
Stock and Warrant Purchase Agreement dated as of the date hereof (the "Series C
Stock and Warrant Purchase Agreement") with the purchasers named on Schedule I
thereto (the "Purchasers"), and
WHEREAS, it is a condition to the performance of the obligations by the
Purchasers under the Series C Stock and Warrant Purchase Agreement that the
Corporation, and the Stockholders enter into this Amendment for the purposes of
making the Purchasers parties to the Agreement.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:
1. Amendments to the Agreement. Acting in accordance with Section
7.2 of the Agreement, the undersigned hereby consent to the following amendments
to the Agreement whereby the purchasers of shares of the Company's Series C
Preferred
Stock, $.001 par value, pursuant to the Series C Preferred Stock and Warrant
Purchase Agreement of even date herewith (the "Series C Investors") will be made
parties to the Agreement such that (i) the Series C Investors will be deemed
"Stockholders," subject to all the terms and conditions applicable to
Stockholders set forth therein and (ii) all of the shares of Series C Preferred
Stock issued or issuable to the Series C Investors will constitute "Preferred
Stock," subject to all the terms and conditions applicable to Preferred Stock
set forth therein.
(a) The last two lines of the preamble paragraph of the
Agreement are hereby deleted and new lines inserted
in lieu thereto which read as follows:
"Delaware corporation (the "Company"), and
the undersigned holders of Series B
Preferred Stock and Series C Preferred Stock
(the "Stockholders")"; and
(b) The definition of "Preferred Stock" set forth in
Section 1(b) of the Agreement is hereby deleted and a
new definition is inserted in lieu thereof which
reads as follows:
"Preferred Stock" shall mean the Company's
outstanding Series B Preferred Stock, $.001
par value, and Series C Preferred Stock,
$.001 par value."
(c) Section 7.6 is hereby deleted in its entirety and a
new Section 7.6 is added in lieu thereof which reads
as follows:
"7.6 Notices. All notices required or
permitted hereunder shall be in writing and
shall be deemed effectively given upon
personal delivery to the party to be notified
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or five days after deposit in the United States mail,
by registered or certified mail, postage prepaid and
properly addressed to the party to be notified (a) in
the case of Stockholders, at such Stockholder's
respective address furnished to the Company and set
forth in the stock record books of the Company, (b)
to the Founder at 000 Xxxx 00xx Xxxxxx, Xxx Xxxx,
X.X. 00000; (c) to the Company at 0 Xxxxxxxxx Xxxxxx,
Xxxxxxx, XX 00000, attention: Vice President-Finance;
or at such other address as such party may designate
by ten (10) days' advance written notice to the other
parties hereto. Notwithstanding the foregoing, the
telephone notice permitted by Section 2(d) shall be
effective at the time it is given."
2. The Agreement, as supplemented and modified by this Amendment,
together with the other writings referred to in the Agreement or delivered
pursuant thereto which form a part thereof, contain the entire agreement among
the parties with respect to the subject matter thereof and amend, restate and
supersede all prior and contemporaneous arrangements or understandings with
respect thereto.
3. Upon the effectiveness of this Amendment, on and after the
date hereof, each reference in the Agreement to "this Agreement," "hereunder,"
"hereof," "herein" or words of like import, and each reference in the other
documents entered into in connection with the Agreement, shall mean and be a
reference to the Agreement, as amended hereby. Except as specifically amended
above, the Agreement shall remain in full force and effect and is hereby
ratified and confirmed.
4. This Amendment shall be governed by the laws of the State of
New York, notwithstanding the conflict-of-law
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doctrines of New York or any other jurisdiction to the
contrary.
5. This Amendment may be executed in any number of counterparts,
and each such counterpart shall be deemed to be an original instrument, but all
such counterparts together shall constitute but one agreement.
[Remainder of Page Left Blank Intentionally]
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Amendment No. 2 to
Co-Sale and Stock
Restriction Agreement
IN WITNESS WHEREOF the parties hereto have executed this Amendment No.
2 to Co-Sale and Stock Restriction Agreement on the date first above written.
GIGA INFORMATION GROUP, INC.
By:
---------------------------------------------
Title:
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Series B Preferred Stockholders:
21st Century Communications Partners, L.P.
By:
---------------------------------------------
Name:
Title:
21st Century Communications T-E Partners, L.P.
By:
---------------------------------------------
Name:
Title:
21st Century Communications Foreign Partners, L.P.
By:
---------------------------------------------
Name:
Title:
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Amendment No. 2 to
Co-Sale and Stock
Restriction Agreement
Acorn Investment Trust, Series Designated Acom Fund
By:
---------------------------------------------
Name:
Title:
AKKAD
By:
---------------------------------------------
Name:
Title:
Xxxxxx University
By:
---------------------------------------------
Name:
Title:
Baupost Limited Partnership 1983 C-1
By:
---------------------------------------------
Name:
Title:
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Xxxx X. Xxxxxxxxxx
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Amendment No. 2 to
Co-Sale and Stock
Restriction Agreement
Neill and Xxxxx Xxxxxxxxxx
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Xxxx X. Xxxxxxxxxx
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Xxxxxx X. Xxxx
Core Technology Fund, Inc.
By:
---------------------------------------------
Name:
Title:
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Xxxxxxxxxxx X. Xx Xxxxxxx
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Xxxxxx X. XxXxxx
-------------------------------------------------
Xxxxx Xxxxxxx
Xxxxxxx Technology Partners III
By:
---------------------------------------------
Name:
Title:
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Amendment No. 2 to
Co-Sale and Stock
Restriction Agreement
-------------------------------------------------
Xxxx X. Brownsein
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Xxxxxx X. Xxxx
Core Technology Fund, Inc.
By:
---------------------------------------------
Name:
Title:
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Xxxxxxxxxxx X. Xx Xxxxxxx
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Xxxxxx X. XxXxxx
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Xxxxx Xxxxxxx
Xxxxxxx Technology Partners III
By:
---------------------------------------------
Name:
Title:
Executive Technology, L.P.
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Amendment No. 2 to
Co-Sale and Stock
Restriction Agreement
By:
---------------------------------------------
Name:
Title:
Foundation Partners
By:
---------------------------------------------
Name:
Title:
Gilo Family Partnership
By:
---------------------------------------------
Name:
Title:
-------------------------------------------------
Will X. Xxxxxx
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Xxx X. Xxxxxx
Xxxxxx & XxXxxxx International
By:
---------------------------------------------
Name:
Title:
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Amendment No. 2 to
Co-Sale and Stock
Restriction Agreement
Xxxxx X. Xxxxxxxx
Hare & Co.
By:
---------------------------------------------
Name:
Title:
Haussman Holdings
By:
---------------------------------------------
Name:
Title:
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Xxxxxxx X. Kolesal
Lagunitas Partners, L.P.
By:
---------------------------------------------
Name:
Title:
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Xxxx X. Xxxxxx
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Xxxxx Xxxxx-xxx Xxxxx
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Amendment No. 2 to
Co-Sale and Stock
Restriction Agreement
The Matrix Technology Group N.V.
By:
---------------------------------------------
Name:
Title:
Xxxxxxx Xxxxx, Custodian for the
benefit of Xxxxxxx Xxxxx, S.C.P.
By:
---------------------------------------------
Name:
Title:
-------------------------------------------------
X. Xxxxxxxxx XxXxxxx
Xxxxxxxxxx Small Cap Partners, L.P.
By:
---------------------------------------------
Name:
Title:
Xxxxxxxxxx Small Cap Partners II, L.P.
By:
---------------------------------------------
Name:
Title:
Xxxxxxxxxx Small Cap Partners III, L.P.
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Amendment No. 2 to
Co-Sale and Stock
Restriction Agreement
By:
---------------------------------------------
Name:
Title:
Montsol Investments N.V.
By:
---------------------------------------------
Name:
Title:
Nosrob Investments Ltd.
By:
---------------------------------------------
Name:
Title:
Pomona Capital II, L.P.
By:
---------------------------------------------
Name:
Title:
Quota Fund N.V.
By:
---------------------------------------------
Name:
Title:
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Amendment No. 2 to
Co-Sale and Stock
Restriction Agreement
Xxxxxxx X. Xxxxxxxx Charitable
Remainder Unitrust
By:
---------------------------------------------
Name:
Title:
RRE Giga Investors, L.P.
By:
---------------------------------------------
Name:
Title:
RRE Giga Investors II, L.P.
By:
---------------------------------------------
Name:
Title:
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Xxxxxxxxx X. Xxxx
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Xxxxxxxxx X. Xxxxx
Sci-Tech Investment Partners, L.P.
By:
---------------------------------------------
Name:
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Amendment No. 2 to
Co-Sale and Stock
Restriction Agreement
Title:
S.G. Partners, L.P.
By:
---------------------------------------------
Name:
Title:
Tampsco II Partnership
By:
---------------------------------------------
Name:
Title:
Xxxxxxxx Foreign Partners, L.P.
By: Xxxxxxxx Partners LLC, General Partner
By:
---------------------------------------------
Name:
Title:
Xxxxxxxx Partners, L.P.
By: Xxxxxxxx Partners LLC, General Partner
By:
---------------------------------------------
Name:
Title:
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Amendment No. 2 to
Co-Sale and Stock
Restriction Agreement
Xxxxx Xxxxx Xxxxxxx
Yale University
By:
---------------------------------------------
Name:
Title:
Yale University Retirement Plan
for Staff Employees
By:
---------------------------------------------
Name:
Title:
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Amendment No. 2 to
Co-Sale and Stock
Restriction Agreement
The undersigned holders of Series C Preferred Stock of the Company
hereby agree that upon their execution of this Amendment the undersigned shall
become parties to the Agreement such that the undersigned shall be deemed
Stockholders subject to all the terms and conditions applicable to Stockholders
set forth therein and all of the shares of Series C Preferred Stock issued or
issuable to the undersigned shall constitute Preferred Stock, subject to all the
terms and conditions applicable to Preferred Stock set forth therein.
Pequot Private Equity Fund, L.P.
By:
---------------------------------------------
Name:
Title:
Pequot Offshore Private Equity Fund, Inc.
By:
---------------------------------------------
Name:
Title:
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