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EXHIBIT 10.5(b)
AMENDMENT TO REGISTRATION RIGHTS AGREEMENT
THIS AMENDMENT TO REGISTRATION RIGHTS AGREEMENT (this "Amendment") is
made and entered into as of the 24th day of December, 1999, by and among
INTERLAND, INC., a Georgia corporation (the "Company"), CREST COMMUNICATIONS
PARTNERS, L.P., a Delaware limited partnership, CREST ENTREPRENEURS FUND, L.P.,
a Delaware limited partnership (collectively "Crest"), BOULDER VENTURES III,
L.P., a Delaware limited partnership ("Boulder"), MICROSOFT CORPORATION
("Microsoft") and the other investors set forth on the signature page hereto
(the "Other Investors"), to amend the terms of that certain Registration Rights
Agreement by and among the Company, Crest, Boulder and the Other Investors
dated as of December 2, 1999 (the "Agreement").
WHEREAS, the Agreement was entered into in connection with Crest's and
Boulder's acquisition of an aggregate of 9,174,313 shares of the Company's
Series A Convertible Participating Preferred Stock, no par value per share (the
"Series A Stock");
WHEREAS, in connection with Microsoft's acquisition of 2,300,000
shares of the Series A Stock, it desires to be entitled and subject to all of
the rights and obligations of the Agreement pari passu with each of Boulder and
Crest;
WHEREAS, the Company, Crest and Boulder have determined and agreed
that it would be in the strategic best interest of the Company to amend the
Agreement to include Microsoft as a party to the Agreement.
NOW, THEREFORE, the parties hereto, in consideration of the foregoing
and other good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, agree as follows:
1. The Agreement is hereby amended to include Microsoft as a
party thereto as one of the Holders (as defined therein) for all purposes
thereunder. As such, Microsoft shall have all of the rights and obligations
under and pursuant to the Agreement in exactly the same manner and to the same
extent as such rights and obligations are granted to each of Holders.
2. The definition of Holders contained in Section 2 of the
Agreement shall be deleted and restated in its entirety as follows:
""Holders" shall mean Crest, Boulder, Microsoft, the Other
Investors and any other person or entity that is a valid transferee of the
rights granted hereunder pursuant to SECTION 1.7 hereof."
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IN WITNESS WHEREOF, the undersigned individuals and the
respective duly authorized officer or partner, as the case may be, of each of
the parties hereto have executed this Amendment as of the day and year first
hereinabove set forth.
INTERLAND, INC.
By: /s/ Xxx Xxxxxxxxxx
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Name: Xxx Xxxxxxxxxx
Title: President and Chief Executive
Officer
THE HOLDERS
CREST COMMUNICATIONS
PARTNERS L.P.
By: Crest Communications Holdings LLC
Its: Authorized Representative
By: /s/ Xxxxx X. Xxxxxxxxxxx
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Name: Xxxxx X. Xxxxxxxxxxx
Title: Managing Director
CREST ENTREPRENEURS FUND L.P.
By: Crest Communications Holdings LLC
Its: Authorized Representative
By: /s/ Xxxxx X. Xxxxxxxxxxx
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Name: Xxxxx X. Xxxxxxxxxxx
Title: Managing Director
BOULDER VENTURES III, L.P.
By: /s/ Xxxxxx X. Xxxxx
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Name: Xxxxxx X. Xxxxx
Title: Partner
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BANCBOSTON VENTURES INC.
By: /s/ M. Xxxxx XxXxxxxxx
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Name: M. Xxxxx XxXxxxxxx
Title: Vice President
PRIVATE EQUITY CO-INVEST LTD.
By: VBTC Management, Ltd.
Its: Sole Director
By: /s/ Xxxx Xxxxxx
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Name: Xxxx Xxxxxx
Title: Chairman
BOULDER VENTURES III (ANNEX),
L.P.
By: /s/ Xxxxxx X. Xxxxx
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Name: Xxxxxx X. Xxxxx
Title: Partner
MICROSOFT CORPORATION
By: /s/ Xxxxx Xxxxx
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Name: Xxxxx Xxxxx
Its: Director - Corporate Development
