Exhibit 10.9
AMENDMENT NO. 1 TO INVESTOR'S RIGHTS AGREEMENT
THIS AMENDMENT NO. 1 ("Amendment") to the INVESTOR'S RIGHTS AGREEMENT
is made as of July 2nd, 2003 by and among FIND/SVP, Inc., a New York corporation
(the "Company"), Petra Mezzanine Fund, L.P. (the "Investor"), Xxxxxx X. Xxxxxxxx
and Xxxxx Xxxxx (collectively, the "Major Shareholders"). Terms not otherwise
defined herein shall have the meanings set forth in the Investor's Rights
Agreement, by and among the Company, the Investor and the Major Shareholders,
dated as of April 1, 2003 (the "Investor's Rights Agreement").
RECITALS
WHEREAS, the parties hereto are parties to the Investor's Rights
Agreement;
WHEREAS, pursuant to Section 5.2 of the Investor's Rights Agreement,
the Investor's Rights Agreement may be amended with the written consent of the
Company and the holders of a majority of the outstanding shares of the
Registrable Securities; provided however, that Section 3 may only be amended
with the consent of the Company, the holders of a majority of the outstanding
shares of Registrable Securities and the holders of a majority of the
outstanding shares of Common Stock held by the Major Shareholders; and
WHEREAS, the parties desire to amend the Investor's Rights Agreement as
set forth herein.
NOW, THEREFORE, in consideration of the premises and the mutual
promises and covenants contained in this Amendment, the receipt and sufficiency
of which are hereby acknowledged, the parties mutually agree to amend the
Investor's Rights Agreement as follows:
SECTION 1. AMENDMENTS.
1.1. The following recitals are hereby added to the Investor's Rights
Agreement:
"WHEREAS, the Company has requested that the Investor make
available to the Company Five Hundred Thousand Dollars ($500,000)
pursuant to an amended and restated loan agreement and promissory note
(the "Second Loan"); and
WHEREAS, as consideration for the Investor making the Second Loan
to the Company, the Company proposes to grant the Investor a warrant
(the "Second Warrant") to purchase 70,000 shares of Common Stock."
1.2. The definition of "Registrable Securities" in Section 1.1 is
hereby deleted and replaced with the following:
"REGISTRABLE SECURITIES" means (i) the Common Stock issued or
issuable upon conversion of the Series A Preferred Stock, upon exercise
of the Warrant and/or the Second Warrant or upon exercise of each
Additional Warrant (as such term is defined in the Warrant and the
Second Warrant) or (ii) stock issued in respect of the stock referred
to in (i) as a result of a stock split, stock dividend,
recapitalization or the like, and in the case of (i) and (ii) which has
not been sold to the public or sold pursuant to Rule 144 promulgated
under the Securities Act of 1933, as amended (the "Securities Act"),
excluding in all cases, however, any Registrable Securities transferred
by any Person in a transaction in which the rights under this Section 1
are not assigned in accordance with this Agreement.
1.3. Clause (ii) of Section 2.2 is hereby deleted and replaced with the
following:
" (ii) securities issuable upon exercise of the Warrant, the
Second Warrant or any Additional Warrant."
1.4. The last sentence of Section 2.3 is hereby deleted and replaced
with the following:
"A PRO RATA share, for purposes of this Section 2, is the ratio of
the number of shares of Common Stock issued and held, including
shares issuable upon conversion of the Series A Preferred Stock
and/or upon exercise of the Warrant, the Second Warrant and/or any
Additional Warrant then held, by such Investor to the total number
of shares of Common Stock of the Company then outstanding on an as
converted and fully diluted basis (excluding shares reserved for
option grants not yet granted)."
1.5. The first sentence of Section 3.4 is hereby deleted and replaced
with the following:
"Such Holder shall effect its participation in the Selling
Shareholder's sale by either promptly (i) delivering to the
Selling Shareholder the appropriate number of shares of Common
Stock which such Holder has elected to sell, or (ii) to the extent
such Holder does not hold any shares of Common Stock, exercising
the Warrant, the Second Warrant, or any Additional Warrant and/or
converting shares of Series A Preferred Stock, as case may be, for
the appropriate number of shares of Common Stock and then
delivering to the Selling Shareholder for transfer to the
prospective purchaser, one or more certificates, properly endorsed
for transfer, which represent that number of shares of Common
Stock which such Holder has elected to sell.
SECTION 2. EFFECT OF AMENDMENTS. All of the terms of the Investor's
Rights Agreement not amended by this Amendment shall continue in full force and
effect and the Investor's Rights Agreement shall be amended and restated to
reflect the amendments contained herein.
SECTION 3. COUNTERPARTS. This Amendment may be executed in
counterparts.
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SECTION 4. EFFECTIVE DATE. This Amendment shall become effective upon
the execution and delivery by the parties hereto.
IN WITNESS WHEREOF, the Company, the Major Shareholders and the
Investor have executed this Amendment to the Investor's Rights Agreement as of
the day and year first above written.
FIND/SVP, INC.
By: /s/ Xxxxx Xxxxx
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Name: Xxxxx Xxxxx
Title: Chief Executive Officer
PETRA MEZZANINE FUND, L.P.
By: Petra Partners, LLC, its General Partner
By: /s/ Xxxxxx X. X'Xxxxx III
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Name: Xxxxxx X. X'Xxxxx III
Title: Managing Member
/s/ Xxxxxx X. Xxxxxxxx
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Xxxxxx X. Xxxxxxxx
/s/ Xxxxx Xxxxx
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Xxxxx Xxxxx
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