Exhibit 4.3.1
Amendment No. 2
To
Registration Rights Agreement
(Acorn)
This Amendment No. 2 by and between Intek Information Inc., a Delaware
corporation (the "Company"), the former owners of all the outstanding capital
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stock of Acorn Information Services, Inc., ("Acorn") and Prospero, LLC (the
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"Acorn Shareholders") is made effective upon the Company's IPO (as defined
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below).
Whereas, the Company and the Acorn Shareholders are parties to a
Registration Rights Agreement dated as of October 30, 1999 (the "Acorn
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Registration Rights Agreement"), pursuant to which the Company has agreed to
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provide the Acorn Shareholders with certain rights relating to the registration
of the shares of Common Stock issuable in connection with the acquisition of
Acorn by the Company (capitalized terms used herein and not otherwise defined
shall have the meanings assigned to them in the Registration Rights Agreement);
and
Whereas, Section 4.4 of the Acorn Registration Rights Agreement permits
amendments without the consent of the Acorn Shareholders if the same amendments
are made in respect of Other Registration Rights Agreements; and
Whereas, the Company has agreed to provide certain of its other
shareholders with rights relating to the registration of the shares of its
common stock and has determined to consolidate such registration rights into an
Amended and Restated Registration Rights Agreement (the "Amended and Restated
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Rights Agreement") upon the closing of the initial public offering of the
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Company's common stock under Section 12 of the Securities Exchange Act of 1934,
as amended (the "IPO"); and
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Whereas, the Amended and Restated Rights Agreement necessitates that
certain modifications be made to the Acorn Registration Rights Agreement, and
the Company and the Acorn Shareholders desire to make such modifications.
Now, therefore, in consideration of the premises and of the mutual
covenants and obligations hereinafter set forth, the parties hereto agree as
follows:
The following term as set forth, used or otherwise defined in the
Registration Rights Agreement are hereby amended as follows:
"Other Registration Rights Agreements" means that certain Amended and
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Restated Registration Rights Agreement made as of the closing of the
Company's initial public offering, by and among the Company and THE BEACON
GROUP III-FOCUS VALUE FUND, L.P., a Delaware limited partnership, SQUAM
LAKE INVESTORS II, L.P., a Delaware limited partnership, XXXX & COMPANY,
INC., a Massachusetts corporation, CONNING CAPITAL LIMITED PARTNERSHIP V, a
Delaware limited partnership, U.S.
INFORMATION TECHNOLOGY FINANCING, L.P., a Washington corporation, ENCOMPASS
GROUP, INC., a Washington corporation, TRANS COSMOS USA, INC., a Washington
corporation, BVCF IV, L.P., a Delaware limited partnership, XXXXXXX X.
X'XXXXXXX, XXXX XXXXXX, XXXXX XXXXXXXX and the stockholders of the Company
listed on the Schedule of Investors thereto.
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In Witness Whereof, the undersigned have executed this Amendment No.2 to
Registration Rights Agreement as of the date set forth above.
Intek Information Inc.
By:___________________________
Name:_________________________
Title:________________________
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