Exhibit 10.27
AMENDMENT NO. 1 TO
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
THIS AMENDMENT NO. 1 TO AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
(the "Amendment") is entered into as of June 23, 2000 by and among Synapse
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Group, Inc., a Delaware corporation (the "Company"); General Atlantic Partners
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46, L.P., a Delaware limited partnership ("GAP LP"); General Atlantic Partners
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49, L.P., a Delaware limited partnership ("GAP 49"); General Atlantic Partners
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60, L.P., a Delaware limited partnership ("GAP 60"); GAP Coinvestment Partners,
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L.P., a New York limited partnership ("GAP Coinvestment"); GAP Coinvestment
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Partners II, L.P., a Delaware limited partnership ("GAP Coinvestment II") (GAP
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LP, GAP 49, GAP 60, GAP Coinvestment and GAP Coinvestment II are referred to
collectively as the "General Atlantic Stockholders"); Xxxxxxx Xxxx ("Xxxx"); The
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Loeb Family Limited Partnership (the "Loeb Partnership"), Xxx Xxxxxx ("Xxxxxx");
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The Xxx X. Xxxxxx Irrevocable Credit Trust (the "Xxxxxx Trust") (Loeb, the Loeb
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Partnership, Xxxxxx and the Xxxxxx Trust are referred to collectively as the
"Major Stockholders") (the Company, the General Atlantic Stockholders and the
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Major Stockholders are referred to collectively herein as the "Parties"); and
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Xxxxxxx Xxxxxxxx ("Xxxxxxxx").
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WHEREAS, the Parties are parties to that Amended and Restated Registration
Rights Agreement, dated January 12, 2000, among each of the Parties and the
other stockholders listed on Schedule 1 thereto (the "Registration Rights
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Agreement");
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WHEREAS, this Amendment is being entered into in connection with that Stock
Purchase Agreement, dated May 17, 2000, between the Company and Xxxxxxxx,
pursuant to which the Company is selling shares of its Class B Common Stock, par
value $0.001 per share (the "Purchased Shares"), to Xxxxxxxx;
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WHEREAS, the Parties desire to add Xxxxxxxx as a party to the Registration
Rights Agreement;
WHEREAS, pursuant to Section 10(d) of the Registration Rights Agreement,
the Parties may amend the terms of the Registration Rights Agreement and the
Parties desire to do so as set forth herein; and
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, and with the specific intent to be
bound hereby, the Parties hereby agree as follows:
1. Amendment of Registration Rights Agreement. Xxxxxxxx is hereby added as a
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party to the Registration Rights Agreement and Schedule 1 thereto listing the
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"Other Investors" is amended to include Xxxxxxxx. Xxxxxxxx does hereby
acknowledge and agree that (a) he has been given a copy of the Registration
Rights Agreement and ample opportunity to read it, and he is thoroughly familiar
with its terms, (b) the Purchased Shares are subject to terms and conditions set
forth in the Registration Rights Agreement, and (c) he does hereby agree fully
to be bound thereby as an "Other Investor."
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2. Effect on Registration Rights Agreement. Except as amended by this
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Amendment, the Registration Rights Agreement shall remain in full force and
effect. After the date of this Amendment, every reference in the Registration
Rights Agreement to "this Agreement" shall mean the Registration Rights
Agreement as amended by this Amendment.
3. Miscellaneous.
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3.1 No Third Party Beneficiaries. This Amendment shall not confer any
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rights or remedies upon any person other than the Parties and their respective
successors and permitted assigns.
3.2 Succession and Assignment. This Amendment shall be binding upon and
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inure to the benefit of the Parties named herein and their respective successors
and permitted assigns. No Party may assign either this Amendment or any of its
rights, interests or obligations hereunder without the prior written approval of
the other Parties.
3.3 Counterparts and Facsimile Signature This Amendment may be executed in
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two or more counterparts, each of which shall be deemed an original but all of
which together shall constitute one and the same instrument. This Amendment may
be executed by facsimile signature.
3.4 Headings. The section headings contained in this Amendment are
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inserted for convenience only and shall not affect in any way the meaning or
interpretation of this Amendment.
3.5 GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN
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ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE
PRINCIPLES OF CONFLICTS OF LAW OF ANY JURISDICTION.
3.6 Construction.
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(a) The language used in this Amendment shall be deemed to be the
language chosen by the Parties to express their mutual intent, and no rule of
strict construction shall be applied against any Party.
(b) Any reference to any federal, state, local or foreign statute or
law shall be deemed also to refer to all rules and regulations promulgated
thereunder, unless the context requires otherwise.
[Remainder of page intentionally left blank.]
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IN WITNESS WHEREOF, the undersigned have executed, or have cause to be
executed, this Waiver on the date first written above.
SYNAPSE GROUP, INC.
By: /s/Xxxxxxx X. Xxxx
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Name: Xxxxxxx Xxxx
Title: President
GENERAL ATLANTIC PARTNERS 46, L.P.
By: GENERAL ATLANTIC PARTNERS, LLC,
its General Partner
By: /s/Xxxxxx X. Xxxxxxx
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Name: Xxxxxx X. Xxxxxxx
Title: A Managing Member
GENERAL ATLANTIC PARTNERS 49, L.P.
By: GENERAL ATLANTIC PARTNERS, LLC,
its General Partner
By: /s/Xxxxxx X. Xxxxxxx
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Name: Xxxxxx X. Xxxxxxx
Title: A Managing Member
GENERAL ATLANTIC PARTNERS 60, L.P.
By: GENERAL ATLANTIC PARTNERS, LLC,
its General Partner
By: /s/Xxxxxx X. Xxxxxxx
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Name: Xxxxxx X. Xxxxxxx
Title: A Managing Member
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GAP COINVESTMENT PARTNERS, L.P.
By: /s/Xxxxxx X. Xxxxxxx
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Name: Xxxxxx X. Xxxxxxx
Title: A General Partner
GAP COINVESTMENT PARTNERS II, L.P.
By: /s/Xxxxxx X. Xxxxxxx
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Name: Xxxxxx X. Xxxxxxx
Title: A General Partner
/s/Xxxxxxx X. Xxxx
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XXXXXXX XXXX
THE LOEB FAMILY LIMITED PARTNERSHIP
By: /s/Xxxxxxx X. Xxxx
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Xxxxxxx Xxxx, General Partner
/s/Xxx Xxxxxx
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XXX XXXXXX
THE XXX X. XXXXXX IRREVOCABLE CREDIT TRUST
By: /s/Xxxxx X. Xxxxx III
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Xxxxx X. Xxxxx III, Trustee
By: /s/Xxxxxx Xxxxxx
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Xxxxxx Xxxxxx, Trustee
/s/Xxxxxxx Xxxxxxxx
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XXXXXXX XXXXXXXX
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