Exhibit 10.24
AMENDMENT NO. 2 TO
AND WAIVER OF
AMENDED AND RESTATED STOCKHOLDERS AGREEMENT
THIS AMENDMENT NO. 2 TO AND WAIVER OF AMENDED AND RESTATED STOCKHOLDERS
AGREEMENT (the "Amendment") is entered into as of June 23, 2000 by and among
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Synapse Group, Inc., a Delaware corporation (the "Company"); General Atlantic
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Partners 46, L.P., a Delaware limited partnership ("GAP LP"); General Atlantic
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Partners 49, L.P., a Delaware limited partnership ("GAP 49"); General Atlantic
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Partners 60, L.P., a Delaware limited partnership ("GAP 60"); GAP Coinvestment
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Partners, L.P., a New York limited partnership ("GAP Coinvestment"); GAP
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Coinvestment Partners II, L.P., a Delaware limited partnership ("GAP
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Coinvestment II") (GAP LP, GAP 49, GAP 60, GAP Coinvestment and GAP Coinvestment
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II are referred to collectively as the "General Atlantic Stockholders"); Xxxxxxx
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Loeb ("Loeb"); The Loeb Family Limited Partnership (the "Loeb Partnership"), Xxx
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Xxxxxx ("Xxxxxx"); The Xxx X. Xxxxxx Irrevocable Credit Trust (the "Xxxxxx
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Trust") (Loeb, the Loeb Partnership, Xxxxxx and the Xxxxxx Trust are referred to
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collectively as the "Major Stockholders") (the Company, the General Atlantic
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Stockholders and the Major Stockholders are referred to collectively herein as
the "Parties"); and Xxxxxxx Xxxxxxxx ("Xxxxxxxx").
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WHEREAS, the Parties are parties to that Amended and Restated Stockholders
Agreement, dated January 12, 2000, among each of the Parties and the other
stockholders listed on Schedule 1 thereto, as amended by that Amendment No. 1 to
Amended and Restated Stockholders Agreement dated as of March 20, 2000 (as
amended, the "Stockholders 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 Stockholders
Agreement and to waive certain rights arising under the Stockholders Agreement
in connection with the sale of the Purchased Shares to Xxxxxxxx;
WHEREAS, pursuant to Section 9.3(b) of the Stockholders Agreement, the
Parties may amend and waive the terms of the Stockholders 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:
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1. Amendment and Waiver of Stockholders Agreement.
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1.1 Amendment. Xxxxxxxx is hereby added as a party to the Stockholders
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Agreement as an "Other Investor." Xxxxxxxx shall execute and deliver to the
Company an Acknowledgement and Agreement attached as Exhibit C-2 to the
Stockholders Agreement.
1.2 Waiver. The Parties, on behalf of all of the Stockholders, hereby
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waive any and all of its or their respective rights under the Stockholders
Agreement with respect to the issuance by the Company to Xxxxxxxx of the
Purchased Shares.
2. Effect on Stockholders Agreement. Except as amended by this Amendment, the
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Stockholders Agreement shall remain in full force and effect. After the date of
this Amendment, every reference in the Stockholders Agreement to "this
Agreement" shall mean the Stockholders 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
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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. 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.
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(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.
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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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