EXHIBIT 10.7
------------
AMENDMENT NO. 3 TO
AMENDED AND RESTATED
REGISTRATION RIGHTS AGREEMENT
AND
WAIVER OF REGISTRATION RIGHTS
THIS AMENDMENT NO. 3 TO AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
(the "Third Amendment") and WAIVER OF REGISTRATION RIGHTS (the "Waiver") is made
and entered into as of the 22nd day of March, 2000 by and among edocs, Inc., a
Delaware corporation (the "Company"), Xxxxx Xxxxxxx, Xxxx Xxxxxxxxxxx and Xxxxx
Xxxxx (each, a "Founder" and together, the "Founders"), the holders of the
Company's Series A Convertible Preferred Stock (the "Series A Holders"), the
holders of the Company's Series B Convertible Preferred Stock (the "Series B
Holders"), the holders of the Company's Series C Convertible Preferred Stock
(the "Series C Holders") and the holders of the Company's Series D Convertible
Preferred Stock (the "Series D Holders").
All capitalized terms used herein but not defined herein shall have the
respective meanings as set forth in the Amended and Restated Registration Rights
Agreement dated as of April 30, 1999, as amended by Amendment No. 1 dated as of
August 6, 1999 and Amendment No. 2 dated as of January 7, 2000 (as so amended,
the "Amended and Restated Registration Rights Agreement").
WHEREAS, the Company, the Founders, the Series A Holders, the Series B
Holders, the Series C Holders and the Series D Holders are parties to the
Amended and Restated Registration Rights Agreement.
WHEREAS, the Company and the Holders wish to amend the provisions of
Section 13 of the Amended and Restated Registration Rights Agreement as set
forth herein.
WHEREAS, the Company is planning an underwritten public offering (the
"Proposed Offering") of its common stock, par value $0.001 per share (the
"Common Stock"), pursuant to a Registration Statement (the "Registration
Statement") which is expected to be filed with the Securities and Exchange
Commission.
WHEREAS, in connection with the Proposed Offering, Xxxxxxx, Sachs & Co.,
FleetBoston Xxxxxxxxx Xxxxxxxx Inc., and U.S. Bancorp Xxxxx Xxxxxxx Inc., as
representatives of the several underwriters (the "Underwriters"), have requested
that all holders of registration rights relating to the securities of the
Company which such holders may have with respect to the Proposed Offering waive
any and all such rights.
NOW, THEREFORE, in consideration of the mutual promises and covenants
contained in this Third Amendment and pursuant to Section 13 of the Amended and
Restated Registration Rights Agreement, the Company and the Holders holding at
least sixty percent (60%) of the Registrable Stock and the securities
convertible into,
-2-
exchangeable for or exercisable for Registrable Stock (calculated on an as
converted, exchanged or exercised basis), do hereby amend the Amended and
Restated Registration Rights Agreement, as follows:
1. Section 13 of the Amended and Restated Registration Rights Agreement
shall be amended and restated as follows:
13. Waivers; Amendments. No waiver of any right hereunder by any party
-------------------
shall operate as a waiver of any other right, or of the same right with
respect to any subsequent occasion for its exercise, or of any right to
damages. No waiver by any party of any breach of this Agreement shall be
held to constitute a waiver of any other breach or a continuation of the
same breach. All remedies provided by this Agreement are in addition to all
other remedies provided by law. Except for Section 3, this Agreement may
not be amended or modified, and no provision hereof may be waived, except
by a writing executed by the Company and the Holders of at least sixty
percent (60%) of the then outstanding Registrable Stock and the securities
convertible into, exchangeable for or exercisable for Registrable Stock
(calculated on an as converted, exchanged or exercised basis). Section 3
may only be amended, modified or any provision thereof waived by a writing
executed by the Company, the Holders of at least a majority of the Founder
Registrable Stock and the Holders of at least sixty percent (60%) of the
then outstanding Registrable Stock and the securities convertible into,
exchangeable for or exercisable for Registrable Stock (calculated on an as
converted, exchanged or exercised basis). This Agreement may be amended,
modified or any provision hereof waived with the consent of the Holders
holding less than all of the outstanding Registrable Stock or Founder
Registrable Stock only in a manner which applies to all such Holders in the
same fashion.
2. Waiver of Registration Rights. In connection with the Proposed
-----------------------------
Offering and as an inducement for the Underwriters to enter into an underwriting
agreement with the Company, pursuant to Section 13 of the Amended and Restated
Registration Rights Agreement, as amended by paragraph 1 hereof, the Holders
holding at least sixty percent (60%) of the Registrable Stock and the Holders
holding at least a majority of the Founder Registrable Stock hereby waive and
relinquish, on behalf of all Holders of Registrable Stock and Founder
Registrable Stock, any and all registration rights relating to the securities of
the Company which the Holders may have with respect to the Proposed Offering,
pursuant to the Amended and Restated Registration Rights Agreement, or under any
other contract, agreement, charter provision or otherwise binding on the
Company. The Holders also waive, on behalf of all Holders of Registrable Stock
and Founder Registrable Stock, any notice period requirements with respect to
any such registration rights. This waiver shall lapse and become null and void
if the Registration Statement shall not have been declared effective on or
before October 31, 2000.
3. Governing Law. This Third Amendment and Waiver shall be governed by,
-------------
construed in accordance with, the laws of the Commonwealth of Massachusetts
(without regard to conflict of laws provisions).
-3-
4. Entire Agreement. The Amended and Restated Registration Rights
----------------
Agreement, as amended hereby, constitutes the full and entire understanding
among the parties regarding the subject matter herein. Except as otherwise
expressly provided herein, the provisions hereof shall inure to the benefit of,
and be binding upon, the successors, assigns, heirs, executors and
administrators of the parties hereto.
5. Full Force and Effect. Except as amended hereby, the Amended and
---------------------
Restated Registration Rights Agreement shall remain in full force and effect.
6. Counterparts. This Third Amendment and Waiver 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.
7. Headings. Headings in this Third Amendment and Waiver are included
--------
for reference only and have no effect upon the construction or interpretation of
any part of this Third Amendment and Waiver.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
-4-
IN WITNESS WHEREOF, the Company has caused this Third Amendment and Waiver
to be executed by a duly authorized officer, and each Holder has duly executed
this Third Amendment and Waiver (or has caused it to be executed by a duly
authorized officer, partner, trustee or agent, as the case may be), as of the
date first above recited.
COMPANY:
edocs, Inc.
By: /s/ Xxxxx Xxxxxxx
------------------
(See counterpart signature pages.)
-5-
AMENDMENT NO. 3 TO
AMENDED AND RESTATED
REGISTRATION RIGHTS AGREEMENT
AND
WAIVER OF REGISTRATION RIGHTS
* COUNTERPART SIGNATURE PAGE *
--------------------------
INVESTORS:
---------
XXXXXXX RIVER PARTNERSHIP VIII,
A Limited Partnership
By:/s/ Xxxxxxxx X. Xxxxxxx
-----------------------
Address: 0000 Xxxxxx Xxxxxx
Xxxxx 0000
Xxxxxx, XX 00000
SIGMA PARTNERS IV, L.P.
By:/s/ Xxxxxx X. Xxxxxx
--------------------
Address: 0000 Xxxx Xxxx Xxxx, Xxxxx 000
Xxxxx Xxxx, XX 00000
SIGMA ASSOCIATES IV, L.P.
By:/s/ Xxxxxx X. Xxxxxx
--------------------
Address: 0000 Xxxx Xxxx Xxxx, Xxxxx 000
Xxxxx Xxxx, XX 00000
-6-
SIGMA INVESTORS IV, L.P.
By:/s/ Xxxxxx X. Xxxxxx
--------------------
Address: 0000 Xxxx Xxxx Xxxx, Xxxxx 000
Xxxxx Xxxx, XX 00000
SIGMA PARTNERS V, L.P.
By:/s/ Xxxxxx X. Xxxxxx
--------------------
Address: 0000 Xxxx Xxxx Xxxx, Xxxxx 000
Xxxxx Xxxx, XX 00000
SIGMA ASSOCIATES V, L.P.
By:/s/ Xxxxxx X. Xxxxxx
--------------------
Address: 0000 Xxxx Xxxx Xxxx, Xxxxx 000
Xxxxx Xxxx, XX 00000
SIGMA INVESTORS V, L.P.
By:/s/Xxxxxx X. Xxxxxx
-------------------
Address: 0000 Xxxx Xxxx Xxxx, Xxxxx 000
Xxxxx Xxxx, XX 00000
-7-
JAFCO CO., LTD.
By:/s/ Xxxxxx X. Xxxxxxxx
----------------------
Xxxxxx X. Xxxxxxxx, Managing Member
JAV Management Associates III, LLC
Address: Xxx Xxxxxx Xxxxx
Xxxxx 0000
Xxxxxx, XX 00000
JAFCO L-1 VENTURE CAPITAL
INVESTMENT LIMITED PARTNERSHIP
By:/s/ Xxxxxx X. Xxxxxxxx
----------------------
Xxxxxx X. Xxxxxxxx, Managing Member
JAV Management Associates III, LLC
Address: Xxx Xxxxxx Xxxxx
Xxxxx 0000
Xxxxxx, XX 00000
JAFCO USIT FUND III, L.P.
By:/s/ Xxxxxx X. Xxxxxxxx
----------------------
Xxxxxx X. Xxxxxxxx, Managing Member
JAV Management Associates III, LLC
Address: Xxx Xxxxxx Xxxxx
Xxxxx 0000
Xxxxxx, XX 00000
-8-
THE XXXXXXX XXXXX GROUP, L.P.
By: /s/ Xxxxxxx X. X'Xxxxx
----------------------
Name: Xxxxxxx X. X'Xxxxx
Title: Attorney-in-Fact
Address: 00 Xxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Attention: Xxxx Xxxxxxxx
Facsimile: (212) 357-5505
STONE XXXXXX XXXX 0000, X.X.
By: Stone Street 1999, L.L.C.,
its general partner
By:/s/ Xxxx X. Xxxxxx
------------------
Name: Xxxx X. Xxxxxx
Title: Vice President
Address: 00 Xxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Attention: Xxxx Xxxxxxxx
Facsimile: (000) 000-0000
COMDISCO, INC.
By:
------------------------
Address: 0000 Xxxxx Xxxxx Xxxx
Xxxxxxxx, XX 00000
-9-
AMERICAN EXPRESS TRAVEL RELATED SERVICES
COMPANY, INC.
By:
--------------------------
Address: American Express Tower
World Financial Center
Xxx Xxxx, XX 00000
GE CAPITAL EQUITY INVESTMENTS, INC.
By:
----------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Sr. Vice President
Address: 000 Xxxx Xxxxx Xxxx
Xxxxxxxx, XX 00000-0000
VIGNETTE CORPORATION
By:
-----------------------------
Name: Xxxxx Xxxxxxx
Title: Vice President of Finance
Address: 000 Xxxxx Xxxxx Xxxxxxxxxx
Xxxxxx, XX 00000
FOUNDERS:
--------
/s/ Xxxxx X. Xxxxxxx
---------------------
Xxxxx X. Xxxxxxx
/s/ Xxxxx Xxxxx
---------------------
Xxxxx Xxxxx
/s/ Xxxx Xxxxxxxxxxx
--------------------
Xxxx Xxxxxxxxxxx
