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EXHIBIT 10.09
SKILLSOFT CORPORATION
AMENDMENT NO. 1
TO
FIRST AMENDED AND RESTATED REGISTRATION AND
INVESTOR RIGHTS AGREEMENT
This Amendment No. 1 is made to the First Amended and Restated Registration
and Investor Rights Agreement dated August 5, 1999 among SkillSoft Corporation,
a Delaware corporation (the "Company"), and the Investors, as defined in such
Agreement (the "Rights Agreement").
For good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties executing this Amendment hereby agree as
follows:
1. The Rights Agreement is hereby amended such that the term "Holder"
shall be deemed to include Greyrock Capital, a division of Banc of America
Commercial Finance Corporation.
2. The Rights Agreement is hereby amended such that the term
"Registerable Securities" shall include the shares of common stock of the
Company issued or issuable pursuant to the Warrant to Purchase Stock dated
December 8, 1999 issued by the Company to Greyrock Capital, a division of Banc
of America Commercial Finance Corporation, and any common stock of the Company
issued in respect of such shares upon any stock split, dividend,
recapitalization or similar event.
3. The Company represents that this Amendment has been executed by the
holders of a majority of the Registrable Securities outstanding as of the date
of this Amendment.
Executed as of this 20 day of December, 1999.
SkillSoft Corporation
By: /s/ Xxxxxxx Xxxxx
--------------------------------
By: Xxxxxxx Xxxxx
Title: President and Chief
Executive Officer
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INVESTORS
Warburg, Xxxxxx Ventures, L.P.,
By: Warburg, Xxxxxx & Co.
Its: General Partner
By: /s/ Xxxxxxx Xxxxx
-----------------------------
Title: Partner
SI Venture Fund, L.L.C.,
a Delaware limited liability company
By: _________________________________
Title: Managing Member
_____________________________________
Xxxxxxx X. Xxxxxxx III, Trustee
Xxxxxxx Family Trust
_____________________________________
Xxxxx Xxxxxxxx
_____________________________________
Xxxxx Xxxx Xxx
Greyrock Capital, a Division of Banc
of America Commercial Finance
Corporation
By:/s/ Xxxxxxx Xxxx
----------------
Title: President
