Amendment No. 1 to Investor Rights Agreement between Engage, Inc. and CMGI, Inc.

Summary

This amendment updates the Investor Rights Agreement originally made between Engage, Inc. and CMGI, Inc. The main change is a revised definition of "Registrable Shares," clarifying which shares of common stock held or acquired by the investor are covered by the agreement. The amendment specifies shares from various transactions and outlines when shares cease to be considered registrable. The amendment is effective as of June 19, 2000, and is signed by both companies' chief financial officers.

EX-10.23 4 b36992eiex10-23.txt INVESTOR RIGHTS AGREEMENT AMENDMENT #1 1 Exhibit 10.23 INVESTOR RIGHTS AGREEMENT AMENDMENT NO. 1 Simultaneous and in connection with the execution of a Stock Purchase Agreement by and among Engage, Inc., a Delaware corporation (the "Company"), CMGI, Inc., a Delaware corporation (the "Investor"), and certain other investors, the Company and the Investor do hereby amend the Investor Rights Agreement dated as of July 20, 1999 between the Company and the Investor (the "Investor Rights Agreement") by this Amendment No. 1 to the Investor Rights Agreement, dated as of June 19, 2000 (this "Amendment"). The Investor Rights Agreement is hereby amended by replacing the definition of "Registrable Shares" under "Section I, Certain Definitions" with the following language: "REGISTRABLE SHARES" means (a) the shares of Common Stock held by the Investor upon the closing of the Initial Public Offering; (b) the shares of Common Stock acquired by the Investor upon consummation of the transactions contemplated in the Agreement and Plan of Merger and Contribution between the Company, the Investor, AK Acquisition Corp., AdKnowledge, Steve Findley, John Mracek and Kevin Wandryk dated as of September 23, 1999; (c) the shares of Common Stock acquired by the Investor upon consummation of the transactions contemplated by the Agreement and Plan of Merger and Contribution among the Company, the Investor, FCET Corp., Adsmart Corporation and Flycast Communications Corporation dated as of January 19, 2000; (d) the shares of Common Stock acquired by the Investor upon consummation of the transactions contemplated by the Stock Purchase Agreement between the Company, the Investor and certain other investors dated as of June 19, 2000; and (e) any other shares of Common Stock issued in respect of such the shares of Common Stock referred to in clause (a) through (d) (because of stock splits, stock dividends, reclassifications, recapitalizations or similar events); provided, however, that shares of Common Stock which are Registrable Shares shall cease to be Registrable Shares upon (i) any sale pursuant to a Registration Statement or Rule 144 under the Securities Act or (ii) any sale in any manner to a person or entity which, by virtue of Section 3.4 of this Agreement, is not entitled to the rights provided by this Agreement. 2 IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date and year first above written. - -------------------------------------------------------------------------------- ENGAGE, INC. CMGI, INC. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- By: /s/ Stephen A. Royal By: /s/ Andrew J. Hadjucky ------------------------ ---------------------------- Name: Stephen A. Royal Name: Andrew J. Hadjucky III Title: CFO Title: Chief Financial Officer and Treasurer - -------------------------------------------------------------------------------- Address: Address: 100 Brickstone Square, 5th Floor 100 Brickstone Square, 5th Floor Andover, Massachusetts 01810 Andover, Massachusetts 01810 - -------------------------------------------------------------------------------- Telephone No: Telephone No: (978) 684-3600 Facsimile No: Facsimile No: (978) 684-3601 - -------------------------------------------------------------------------------- with copy to: with copy to: Mark G. Borden, Esquire David T. Brewster, Esquire Hale and Dorr LLP Skadden, Arps, Slate, Meagher 60 State Street & Flom LLP Boston, Massachusetts 02108 One Beacon Street, 31st Floor Boston, Massachusetts 02108 - -------------------------------------------------------------------------------- Telephone No: (617) 526-6000 Telephone No: (617) 573-4800 Facsimile No: (617) 526-5000 Facsimile No: (617) 573-4822 Constantine Alexander, Esquire Nutter, McClennen & Fish, LLP One International Place Boston, Massachusetts 02110 Telephone No: (617) 439-2000 Facsimile No: (617) 973-9748 - --------------------------------------------------------------------------------