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EXHIBIT 4.03
AMENDMENT TO RESTATED AND AMENDED
INVESTORS' RIGHTS AGREEMENT
This Amendment is entered into as of August 1, 1996, by and among Excite, Inc.,
a California corporation (the "Company") and the other persons and entities
whose names are set forth on the signature pages hereto. This Amendment is
intended to amend that certain Restated and Amended Investors' Rights Agreement
dated as of March 8, 1996 by and among the Company and the investors listed on
the signature pages thereto (the "Rights Agreement").
RECITALS
A. On March 8, 1996, the Company entered into the Rights Agreement with
certain of its securities holders.
B. On August 1, 1996, Go Media, Inc., a Texas corporation ("Go Media"),
merged with and into the Company (the "Merger") and pursuant to such Merger, the
Company issued 15,000 shares of the Company's Common Stock to Xxxxx Xxxxxx and
Xxxxxx Xxxxxxxx in exchange for all of Go Media's outstanding stock.
C. In order to comply with the Merger Agreement, the Company and certain
Investors (as defined in the Rights Agreement) desire to amend the Rights
Agreement to provide for the inclusion of the Merger Shares as Registrable
Securities (as defined in the Rights Agreement) thereunder for the purposes of
piggyback registration rights.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual promises and covenants set forth
herein, the Company and the Investors hereby agree that the Rights Agreement
shall be amended as follows:
1. Section 2.1(b) and 2.1(d) of the Investors' Agreement shall be
amended in their entirety as set forth below:
"(b) Registrable Securities. The term "Registrable Securities" means: all
the shares of Common Stock of the Company issued or issuable (i) upon conversion
of any shares of Series A Stock issued under the Series A Agreement or under the
Preferred Stock Purchase Warrant dated August 2, 1995 issued by the Company to
Lighthouse Capital Partners, L.P., or (ii) upon conversion of any shares of
Series B Stock issued under the Series B Agreement or under the Preferred Stock
Purchase Warrant dated November 17, 1995 issued by the Company to Lighthouse
Capital Partners, L.P., or (iii) upon conversion of any shares of Series C Stock
issued under the Series C Agreement or (iv) upon exercise of those Common Stock
Purchase Warrants dated November 6, 1995 issued by the Company under the Series
B Agreement to those Investors indicated on Exhibit A (the "Common Stock
Purchase Warrants") or (v) upon conversion of any shares of Series D Stock
issued under the Series D Agreement or (vi) to Xxxxx Xxxxx pursuant to the Asset
Acquisition Agreement or upon exercise of that certain Stock Purchase Warrant
issued to Xxxxx Xxxxx pursuant to the Asset Acquisition Agreement or (vii) to
Xxxxx Xxxxxx or Xxxxxx Xxxxxxxx, as shareholders of Go Media, Inc., pursuant to
that certain Agreement and Plan of Reorganization dated July 31, 1996, by and
between the Company, Go Media, Inc. and Xxxxx Xxxxxx (the "Merger Shares") or
(viii) to AOL Ventures, Inc. or Tribune Company or any other party pursuant to
Section 8 of the Series D Agreement (the "IPO Shares") or upon exercise of the
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Warrant issued by the Company to AOL Ventures, Inc. pursuant to the Series D
Agreement (the "AOL Warrant") in accordance with its terms (provided, however,
that the shares of Common Stock issued or issuable upon exercise of the AOL
Warrant shall not be considered "Registrable Securities" until the Exercise
Commencement Date (as defined in the AOL Warrant)), that are now owned or may
hereafter be acquired by any Investor or any Investor's permitted successors and
assigns, excluding any securities previously sold to the public or held by a
Holder (as defined below) whose securities set forth in subsections (i) through
(viii) herein may be sold in any three month period without registration under
the Securities Act pursuant to Rule 144 of the Securities Act; provided,
however, that notwithstanding anything to herein to the contrary, the Merger
Shares shall not be Registrable Shares for purposes of Sections 2.2, 2.4 or 3."
"(d) Holder. For purposes of this Section 2 and Sections 3 and 4 hereof,
the term "Holder" means any person owning of record Registrable Securities that
have not been sold to the public or pursuant to Rule 144 promulgated under the
Securities Act or any assignee of record of such Registrable Securities to whom
rights under this Section 2 have been duly assigned in accordance with this
Agreement; provided, however, that for purposes of this Agreement, a record
holder of shares of Series A Stock or Series B Stock or Series C Stock or Series
D Stock convertible into such Registrable Securities shall be deemed to be the
Holder of such Registrable Securities; provided, further, that a holder of
Merger Shares (as defined in Section 2.1(b)) shall not be a Holder with respect
to such Merger Shares for purposes of Sections 2.2, 2.4 or 3; and provided,
further, that the Company shall in no event be obligated to register shares of
Series A Stock or Series B Stock or Series C Stock or Series D Stock or warrants
therefor or for Common Stock, and that Holders of Registrable Securities will
not be required to convert their shares of Series A Stock or Series B Stock or
Series C Stock or Series D Stock into Common Stock in order to exercise the
registration rights granted hereunder, until immediately before the closing of
the offering to which the registration relates."
2. All notices and other communications under the Rights Agreement
shall be made to Xxxxx Xxxxxx and Xxxxxx Xxxxxxxx at the addresses specified
below and thereafter at such other address, notice of which is given in
accordance with Section 6.1 of the Rights Agreement:
Xxxxx Xxxxxx
0000 Xxxxx Xxxxxxxx Xxxxxx, Xxxxx Xxxxx
Xxxxxx, Xxxxx 00000
Xxxxxx Xxxxxxxx
0000 Xxxxx Xxxxxxxx Xxxxxx, Xxxxx Xxxxx
Xxxxxx, Xxxxx 00000
3. The Rights Agreement as modified herein shall remain in full force
and effect as so modified.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first written above.
EXCITE, INC.
By: /s/ Xxxxxx Xxxx
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Xxxxxx Xxxx, President
INVESTORS:
INSTITUTIONAL VENTURE PARTNERS VI
By: Its Managing General Partner
Institutional Venture Management VI
By: /s/ Xxxxxxxx X. Xxxx
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Xxxxxxxx X. Xxxx, General Partner
INSTITUTIONAL VENTURE MANAGEMENT VI
By: /s/ Xxxxxxxx X. Xxxx
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Xxxxxxxx X. Xxxx, General Partner
IVP FOUNDERS FUND I, L.P.
By: Its General Partner
Institutional Venture Management VI
By: /s/ Xxxxxxxx X. Xxxx
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Xxxxxxxx X. Xxxx, General Partner
XXXXXXX XXXXXXX XXXXXXXX & XXXXX VII
By: /s/ Xxxxx Xxxxxx
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Xxxxx Xxxxxx, General Partner
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KPCB VII FOUNDERS FUND
By: /s/ Xxxxx Xxxxxx
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Xxxxx Xxxxxx, General Partner
KPCB INFORMATION SCIENCES ZAIBATSU
FUND II
By: Its General Partner
KPCB VII Associates
By: /s/ Xxxxx Xxxxxx
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Xxxxx Xxxxxx, General Partner
Agreed and Accepted:
XXXXX XXXXXX
/s/ Xxxxx Xxxxxx
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XXXXXX XXXXXXXX
/s/ Xxxxxx Xxxxxxxx
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