EXHIBIT 2.1
SECOND AMENDMENT TO
REGISTRATION RIGHTS AGREEMENT
This SECOND AMENDMENT TO REGISTRATION RIGHTS AGREEMENT (the
"Amendment") is entered into as of August 13, 2003 by and among AltaVista
Company, a Delaware corporation (the "Company"), and Overture Services, Inc., a
Delaware corporation (the "Parent"), as parties to the Registration Rights
Agreement dated February 18, 2003, as amended April 25, 2003 (the "Registration
Rights Agreement"). All capitalized terms used herein without definition shall
have the meanings ascribed to them in the Registration Rights Agreement.
RECITALS
WHEREAS, Parent, Aurora I, LLC, a Delaware limited liability company of
which the Company is the sole member, the Company and CMGI, Inc., a Delaware
corporation, entered into an Asset Purchase Agreement, dated as of February 18,
2003 (the "Asset Purchase Agreement"), which provides, among other things, that
the Company shall sell, assign, transfer and convey to Parent, and Parent shall
purchase and assume from the Company, the Acquired Assets and Assumed
Liabilities;
WHEREAS, certain of the Company's obligations under the Asset Purchase
Agreement were conditioned upon the execution and delivery by Parent of the
Registration Rights Agreement; and
WHEREAS, the parties amended the Registration Rights Agreement by that
First Amendment to Registration Rights Agreement dated as of April 25, 2003 to
change the time period under which Parent shall file a registration statement
pursuant to Rule 415 under the Securities Act permitting the continuous resale
from time to time of the Registerable Securities.
WHEREAS, the parties desire to further amend the Registration Rights
Agreement to change the limitations on transfer of the Registerable Securities
pursuant to the registration statement.
NOW THEREFORE, in consideration of the mutual promises,
representations, warranties, covenants and conditions set forth herein, the
parties mutually agree as follows:
1. Transfer Restrictions. The parties hereby amend and restate Section
2.2 of the Registration Rights Agreement to read in its entirety as follows:
"2.2 Transfer Restrictions. Notwithstanding anything to the contrary
set forth in Section 2.1 above, Holder and its permitted transferees may not
sell or transfer any of the Registrable Securities pursuant to the registration
statement except in accordance with the following limitations:
(a) All Holders may not sell more than an aggregate of 400,000
Registrable Securities on any day; and
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(b) All Holders may not sell more than an aggregate of 1,200,000
Registrable Securities in any calendar week;
provided, that a Holder may effect "block trades" (trades not on the
"open market") (i) of not less than one million shares of Registrable
Securities, or (ii) if Holder then owns less than one million shares of
Registrable Securities, all of the Registrable Securities then owned. The
foregoing share numbers shall be appropriately adjusted for stock splits, stock
dividends, recapitalizations and the like. The Company shall either (i) use
reasonable efforts to sell the Registrable Securities from the Escrow Fund prior
to the other Registrable Securities; provided that the Company shall not be
required to do so if effecting sales through the Escrow Fund would cause a
material delay in the completion of a sale, or (ii) sell its Registrable
Securities and exchange the net proceeds therefrom for Registrable Securities
held in the Escrow Fund, until such time as there are no more Registrable
Securities in the Escrow Fund."
2. References. Each reference in the Registration Rights Agreement to
"this Agreement", "hereunder", "hereof" or words of similar import shall mean
and be a reference to the Registration Rights Agreement, as amended hereby, and
each reference to a particular Section, clause, paragraph and/or sentence in the
Registration Rights Agreement shall mean and be a reference to such Section,
clause, paragraph and/or sentence in the Registration Rights Agreement, as
amended hereby.
3. No Further Modification. Except as is specifically provided herein,
this Amendment shall not be deemed to amend or modify the Registration Rights
Agreement. The Registration Rights Agreement, as modified herein, is in all
respects ratified and confirmed, and the terms, covenants and agreements
therein, as amended by this Amendment, shall remain in full force and effect.
4. Counterparts. This Amendment may be executed in any number of
counterparts, all of which shall be considered one and the same amendment and
shall become effective when counterparts have been signed by each of the parties
and delivered to the other party.
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IN WITNESS WHEREOF, the parties hereto have executed the Second
Amendment to Registration Rights Agreement as of the date set forth in the first
paragraph hereof.
OVERTURE SERVICES, INC.
By: /s/Xxx Xxxxxx
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Name: Xxx Mesiel
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Title: CEO
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ALTAVISTA COMPANY
By: /s/Xxx Xxxxxxxx
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Name: Xxx Xxxxxxxx
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Title:
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SIGNATURE PAGE TO SECOND AMENDMENT TO REGISTRATION RIGHTS AGREEMENT
