iVILLAGE INC.
AMENDMENT TO FOURTH AMENDED AND
RESTATED REGISTRATION RIGHTS AGREEMENT
July 26, 1999
Reference is hereby made to the Fourth Amended and Restated
Registration Rights Agreement dated as of December 4, 1998 (the "Agreement")
among iVillage Inc., a Delaware corporation (the "Company"), each of the
signatories thereto identified as an Investor on the signature page thereof (the
"Investors"), Bear, Xxxxxxx & Co. Inc. and each of the parties identified on
Annex A to the Agreement (the "Founders"). The undersigned hereby agrees to
amend Section 3(a) of the Agreement (piggyback registration) to delete the
parenthetical in the first sentence which currently reads as follows "(other
than on Form S-4 or Form S-8 promulgated under the Securities Act or any
successor forms thereto or other than in connection with an exchange offer or
offering solely to, the company's stockholders)" and to replace it with a
parenthetical which reads as follows: "(other than (i) on Form S-4 or Form S-8
promulgated under the Securities Act or any successor forms thereto, (ii) in
connection with an exchange offer or offering solely to the Company's security
holders, or (iii) as it relates to the Company's acquisition of Lamaze
Publishing Company, Inc., on Forms S-1 or S-3 or any successor forms thereto in
connection with mergers or acquisitions conducted or contemplated by the
Company, including, without limitation, any such registration statement filed to
permit the resale of securities issued in connection with any such merger or
acquisition)".
This Amendment may be executed in one or more counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
[SIGNATURE PAGE FOLLOWS]
[COUNTERPART SIGNATURE PAGE TO THE
AMENDMENT TO THE FOURTH AMENDED AND
RESTATED REGISTRATION RIGHTS
AGREEMENT DATED AS OF DECEMBER 4, 1998]
IN WITNESS WHEREOF, the parties hereto have executed this
Amendment as of the date first written above.
iVILLAGE INC.
By
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Name:
Title:
THE INVESTORS:
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By
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Name:
Title:
FOUNDERS:
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Xxxxxxx Xxxxxxxxx
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Xxxxx Xxxxx
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Xxxxxx Xxxxxxx
Xxxxxxxxx Family 1998 Irrevocable
Trust, dated May 31, 1998
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Xxxxx Xxxxx
Trustee
