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EXHIBIT 10.11
AMENDMENT NO. 2 TO
REGISTRATION RIGHTS AGREEMENT
June 3, 1996
To each of the Purchasers named in
Schedule I to the Series C Convertible
Preferred Stock Purchase Agreement
dated June 3, 1996 (the "Purchasers")
Ladies and Gentlemen:
On September 20, 1995 Neon Software, Inc., an Illinois corporation,
now New Era of Networks, Inc., a Delaware corporation, (the "Company"), the
purchasers listed on Schedule I to the Series A Convertible Preferred Stock
Purchase Agreement dated May 9, 1995, and the purchasers listed on Schedule I
to the Series B Convertible Stock Purchase Agreement dated September 20, 1995,
amended the Registration Rights Agreement (the "Agreement") among the Company
and them, dated May 9, 1995. The parties to the Agreement and the amendment
now wish to further amend the Agreement to extend the rights and benefits
thereof to holders of Series C Convertible Preferred Stock, $.01 par value, of
the Company (the "Series C Preferred Stock") issued pursuant to a Series C
Convertible Preferred Stock Purchase Agreement of even date herewith (the
"Series C Purchase Agreement") by and among the Company and the Purchasers and
to make certain other changes as hereinafter set forth. In consideration of
and pursuant to the foregoing, the Company covenants and agrees with each of
you that the Agreement is hereby amended as follows:
All of the shares of Series C Preferred Stock purchased
pursuant to the Series C Purchase Agreement shall be
"Preferred Shares" for all purposes and to the same extent as
if they were originally included as "Preferred Shares" under
the Agreement, and all references in the Agreement to the
"Preferred Stock" and the "Purchase Agreement" shall include
such Series C Preferred Stock and the Series C Purchase
Agreement, respectively.
Further, Section 12(d) of the Agreement is hereby amended by inserting
at the end of the first sentence thereof, the following:
; provided, however, that no such amendment, modification, or
waiver shall adversely affect the rights of any of the holders
of Restricted Stock without the written consent of the holders
so affected.
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.
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Please indicate your acceptance of the foregoing, by signing and
returning the enclosed counterpart of this letter, whereupon this Agreement
shall be a binding agreement between the Company and you.
Very truly yours,
NEW ERA OF NETWORKS, INC.
By:
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Xxxxxx X. Xxxx, Xx. Chief Executive Officer
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AGREED TO AND ACCEPTED as of the date first above written.
PURCHASERS NAMED IN SCHEDULE I TO THE PURCHASE AGREEMENT:
ARCH VENTURE FUND II, L.P.,
a Delaware limited partnership
By: ARCH VENTURE PARTNERS, L.P.,
a Delaware limited partnership,
its General partner
By: ARCH Venture Corporation,
an Illinois corporation,
its General Partner
By:
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Managing Director
VENROCK ASSOCIATES
By:
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General Partner
VENROCK ASSOCIATES II, L.P.
By:
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General Partner
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Xxxxxxx Xxxxxxx
XXXXXXX XXXXX GROUP, INC.,
a Delaware corporation
By:
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THE XXXXXXXX COMPANIES, L.L.C.,
a Colorado limited liability company
By:
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