EXHIBIT 10.7.1
AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT
THIS AMENDMENT NO. 1 (the "AMENDMENT") dated as of February 26, 1997
to the Registration Rights Agreement (the "AGREEMENT"), dated December 10, 1992,
by and among AXENT Technologies, Inc. (then named RAXCO, INC.), a Delaware
corporation (the "COMPANY"), and the undersigned holders of the Company's issued
and outstanding capital stock (the "STOCKHOLDERS") is hereby entered into by and
among the Company, the Stockholders and the undersigned holders (the "ASSURENET
WARRANT HOLDERS") of warrants (the "ASSURENET WARRANTS") originally issued to
purchase common stock of AssureNet Pathways, Inc. ("ASSURENET"), a California
company. The undersigned Stockholders own at least 75% of all Registrable
Securities (as defined in the Agreement) currently held by the Holders (as
defined in the Agreement).
WHEREAS, the Company is assuming the AssureNet Warrants pursuant to
certain Warrant Assumption Agreements (the "WARRANT ASSUMPTION AGREEMENTS") by
and between the Company and the AssureNet Warrant Holders, and the Agreement and
Plan of Merger dated as of January 6, 1997 as amended (the "MERGER AGREEMENT"),
by and between the Company, Axquisition, Inc. and AssureNet, pursuant to which
the AssureNet Warrants will be exercisable for a number of shares of the
Company's common stock (the "ASSURENET WARRANT SHARES") to be calculated
pursuant to the terms contained in the Warrant Assumption Agreements;
WHEREAS, the Merger Agreement contemplates that the AssureNet Warrant
Holders will receive registration rights pursuant to an amendment to the
Agreement; and
WHEREAS, the Agreement may be amended with the written consent of the
Company and Holders owning at least 75% of all Registrable Securities then held
by the Holders.
NOW THEREFORE, in consideration of the foregoing, and intending to be
legally bound hereby, the parties hereto agree as follows:
1. Wherever the Agreement is itself referred to in the Agreement, or
wherever there are references in the Agreement to "hereunder," "hereof,"
"herein" or words of like import, they shall mean the Agreement, as amended
hereby.
2. Capitalized terms not otherwise defined herein shall have the
meaning ascribed to them in the Agreement.
3. When issued upon the exercise of the AssureNet Warrants, the
AssureNet Warrant Shares shall be treated for all purposes as "Registrable
Securities" under the Agreement.
4. The AssureNet Warrant Holders shall be treated for all purposes as
"Stockholders" under the Agreement and Exhibit A thereto will be amended to
reflect the respective Assurenet Warrant Shares.
5. This Amendment may be executed in two or more counterparts, each
of which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
IN WITNESS WHEREOF, the undersigned (or sufficient of them) have executed
this Amendment No. 1 to Registration Rights Agreement as of the date first
written above.
COMPANY:
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AXENT TECHNOLOGIES, INC.
By:
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Xxxx X. Xxxxxx, President
STOCKHOLDERS:
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LAWRENCE, TYRRELL, XXXXXX & XXXXX
By: Xxxxxxxx Venture Partners, General Partner
By:
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General Partner
LAWRENCE, TYRRELL, XXXXXX & XXXXX II, L.P.
By: LTOS II Partners, General Partner
By:
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General Partner
THE CHASE MANHATTAN BANK, N.A., as Trustee for
the SEARS PENSION TRUST
By:
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Title:
BANCBOSTON CAPITAL, INC.
By:
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Title:
- 2 -
ADVENT VI, L.P.
By: TA Associates VI, L.P.
By:
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General Partner
ADVENT INDUSTRIAL LIMITED PARTNERSHIP
By: TA Associates V, L.P.
By:
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General Partner
CHESTNUT CAPITAL INTERNATIONAL II
By: TA Associates V, L.P.
By:
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General Partner
CHESTNUT III LIMITED PARTNERSHIP
By: TA Associates Chestnut Venture Partners, L.P.
By:
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General Partner
DESIFTA LIMITED
By: TA Associates V, L.P.
By:
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General Partner
ADVENT ATLANTIC & PACIFIC LIMITED
PARTNERSHIP
By: TA Associates AAP, L.P.
By:
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General Partner
- 3 -
TA VENTURE INVESTORS LIMITED PARTNERSHIP
By:
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General Partner
TA ASSOCIATES PARTNERS PROFIT SHARING
TRUST F/B/O XXXXX XXXXXXX
By:
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Title:
ACCEL INVESTORS '89 L.P.
By:
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General Partner
ACCEL III, L.P.
By: Accel III Associates L.P.
By:
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General Partner
- 4 -
MAYFLOWER FUND LIMITED PARTNERSHIP
By: Back Bay Partners X.X. XX, General Partner
By: Xxxx Xxxxxxx Venture Capital
Management Inc., General Partner
By:
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General Partner
FALCON VENTURES L.P.
By: Back Bay Partners X.X. XX, General Partner
By: Xxxx Xxxxxxx Venture Capital
Management Inc., General Partner
By:
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General Partner
XXXXXXX VENTURE PARTNERS III L.P.
By: Back Bay Partners X.X. XX, General Partner
By: Xxxx Xxxxxxx Venture Capital
Management Inc., General Partner
By:
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General Partner
GENERAL ATLANTIC PARTNERS II, L.P.
By: General Atlantic Partners, General Partner
By:
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General Partner
COMPUTER ASSOCIATES INTERNATIONAL, INC.
By:
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Title:
- 5 -
SPRINT CORPORATION
By:
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Title:
EDISON VENTURE FUND II, L.P.
By: Edison Partners, L.P., General Partner
By:
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General Partner
EDISON VENTURE FUND II-PA, L.P.
By: Edison Partners, L.P., General Partner
By:
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General Partner
- 6 -
MENLO VENTURES VI, L.P.
By: MV Management VI, L.P., General Partner
By:
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General Partner
MENLO ENTREPRENEURS FUND VI, L.P.
By: MV Management VI, L.P., General Partner
By:
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General Partner
W.P.G. ENTERPRISE FUND II, L.P.
By: WPG Venture Partners III, L.P., General Partner
By:
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General Partner
XXXXX, XXXX & XXXXX VENTURE ASSOCIATES III,
L.P.
By: WPG Venture Partners III, L.P., General Partner
By:
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General Partner
IMPERIAL BANCORP
By:
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Title:
- 7 -
