Exhibit 10.21
THIS AMENDMENT NO. 1 dated as of October 4, 1999 to the Amended and
Restated Investors' Rights Agreement (the "Agreement") dated as of July 16,
1999, by and among XXX.xxx, Inc., a Delaware corporation (the "Company"), the
investors listed on Schedules A, B, C and D thereto (together, the "Preferred
Stockholders"), Xxxx Xxxxx, Xxxxx Xxxxxxx, Xxxx Xxx, Xxxxx Xxxx, the Trust U/A
Xxxx Xxx Dated 5/7/99, the Trust U/A Xxxx Xxx Dated 10/17/97 F/B/O Xxxxxxxxx
Sun, and the Trust U/A Xxxx Xxx Dated 10/17/97 F/B/O Xxxxxxx Sun.
WHEREAS, the Company and the Preferred Stockholders desire to amend
Section 2.10 of the Agreement in connection with the Company's initial public
offering of its common stock, $.0005 par value per share;
WHEREAS, pursuant to Section 3.7 of the Agreement, any term of the
Agreement may be amended with the written consent of the Company and the holders
of a majority of the voting power of the Series B Preferred Stock, $.001 par
value per share, the Series C Preferred Stock, $.001 par value per share, the
Series D Preferred Stock, $.001 par value per share, and the Series E Preferred
Stock, $.001 par value per share, voting together as a class;
NOW, THEREFORE, the parties hereto, in consideration of the premises and
the agreements herein contained and intending to be legally bound hereby, agree
as follows:
1. Section 2.10 of the Agreement is hereby amended and restated to read in
its entirety as follows:
"2.10 Termination of Certain Covenants. The covenants set forth in
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Sections 2.4, 2.5, 2.6, 2.7, 2.9, 2.11, and 2.12 shall terminate and be of
no further force or effect upon the consummation of the sale of securities
pursuant to a bona fide, firmly underwritten public offering of shares of
common stock, registered under the Act, at an initial public offering price
of not less than $7.50 per share (appropriately adjusted for any stock
split, dividend, combination or other recapitalization occurring after the
date of this Amendment No. 1) and resulting in net proceeds to the Company
of at least $30,000,000.
2. This Amendment No. 1 may be signed in counterparts, each of which shall
be an original, but all of which taken together shall constitute one agreement.
IN WITNESS WHEREOF, the undersigned have executed this Amendment No. 1 as
of the day and year first above written.
XXX.XXX, INC.
By: /s/ Xxxxxxx Xxxxxxxx
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Name: Xxxxxxx Xxxxxxxx
Title:
VantagePoint Venture Partners 1996, L.P.
By: VantagePoint Associates, LLC, its
General Partner
By: /s/ Xxxxx X. Xxxxxx
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Managing Member
VantagePoint Communications Partners, L.P.
By: VantagePoint Communications Associates, LLC,
its General Partner
By: /s/ Xxxxx X. Xxxxxx
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Managing Member
VantagePoint Venture Partners III (Q), L.P.
By: VantagePoint Venture Associates III, LLC
its General Partner
By: /s/ Xxxxx X. Xxxxxx
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Managing Member
