Amendment No. 1 to Amended and Restated Registration Rights Agreement among I-Many, Inc., Stockholders, and Procter & Gamble

Summary

This amendment adds The Procter & Gamble Company as an "Investor" to the existing Registration Rights Agreement dated December 30, 1999, between I-Many, Inc. and various stockholders. Procter & Gamble will have the rights of an Investor under the agreement, except for those specified in Section 2. All other terms of the original agreement remain unchanged. The amendment is effective as of May 1, 2000, and is signed by all relevant parties.

EX-10.5(1) 5 ex-10_51.txt EXHIBIT 10.5.1 Exhibit 10.5.1 ================================================================================ Amendment No. 1 to AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT dated December 30, 1999, among I-Many, INC. and THE STOCKHOLDERS NAMED THEREIN ================================================================================ I-MANY, INC., a Delaware corporation (the "Company"), formerly known as SCCTechnologies, Inc., and DBV Investments, L.P., a Delaware limited partnership, MSD Portfolio L.P. Investments, a Delaware limited partnership, Vermeer Investments, LLC, a Delaware limited liability company, Black Marlin Investments LLC, a Delaware limited liability company, INSIGHT CAPITAL PARTNERS II, L.P., a Delaware limited partnership, INSIGHT CAPITAL PARTNERS (CAYMAN) II, L.P., a Cayman Island limited partnership, INSIGHT CAPITAL PARTNERS III, L.P., a Delaware limited partnership, INSIGHT CAPITAL PARTNERS III-COINVESTORS, L.P., a Delaware limited partnership, INSIGHT CAPITAL PARTNERS (CAYMAN) III, L.P., a Cayman Islands limited partnership, WI SOFTWARE INVESTORS LLC, a Delaware limited liability company, and IMPRIMIS SB, L.P., a Delaware limited partnership and Alan Hyman and Mark Tilly, being the owners of more than 80% of the Restricted Shares (based on Common Stock equivalents) held by all Stockholders who are party to the Amended and Restated Registration Rights Agreement dated December 30, 1999(the "Agreement") the Proctor and Gamble Company ("P&G") hereby agree as follows: 1. P&G shall be considered an "Investor" as defined in the Agreement, other than for purposes of Section 2 thereof. 2. In all other respects, the Agreement shall remain in full force and effect. The date of this Amendment No. 1 is May 1, 2000. In witness whereof, the parties have executed this Amendment No. 1 on the date written above. I-MANY, INC. By: /s/ Philip M. St. Germain ------------------------------------------ Name: Title: Treasurer & CFO DBV INVESTMENTS, L.P. By: DRT Capital, L.L.C., its general partner By: /s/ John Phelan ------------------------------------------ Name: John Phelan Title: Manager MSD PORTFOLIO L.P. - INVESTMENTS By: MSD Capital, L.P., its general partner By: /s/ John Phelan ------------------------------------------ Name: John Phelan Title: Managing Principal VERMEER INVESTMENTS, LLC By: /s/ John Phelan ------------------------------------------ Name: John Phelan Title: Manager BLACK MARLIN INVESTMENTS, LLC By: /s/ John C. Phelan ------------------------------------------ Name: John C. Phelan Title: Manager MSD EC I, LLC By: /s/ John Phelan ------------------------------------------ Name: John Phelan Title: Manager INSIGHT CAPITAL PARTNERS II, L.P. By: InSight Venture Associates II, LLC, its General Partner By: /s/ Jeffrey L. Horing ------------------------------------------ Jeffrey L. Horing Member INSIGHT CAPITAL PARTNERS (CAYMAN) II, L.P. By: Insight Venture Associates II, LLC, its general Partner By: /s/ Jeffrey L. Horing ------------------------------------------ Jeffrey L. Horing Member 3 INSIGHT CAPITAL PARTNERS III, L.P. By: Insight Venture Associates III, LLC, its general partner By: /s/ William Doyle ------------------------------------------ Name: William Doyle Title: Managing Member INSIGHT CAPITAL PARTNERS III- COINVESTORS, L.P. By: Insight Venture Associates III, LLC, its general partners By: /s/ William Doyle ------------------------------------------ Name: William Doyle Title: Managing Member INSIGHT CAPITAL PARTNERS (CAYMAN) III, L.P. By: Insight Venture Associates III, LLC, its general partner By: /s/ William Doyle ------------------------------------------ Name: William Doyle Title: Managing Member WI SOFTWARE INVESTORS LLC By: Wexford Management LLC, its Investment Manager By: /s/ Robert Holtz ------------------------------------------ Name: Title: 4 IMPRIMIS SB, LP. By: Imprimis SB, GP LLC, its general partner By: /s/ Robert Holtz ------------------------------------------ Name: Title: /s/ Alan Hyman --------------------------------------------- Alan Hyman /s/ Mark Tilly --------------------------------------------- Mark Tilly THE PROCTER AND GAMBLE COMPANY By: /s/ Charles E. Pierce ------------------------------------------ Name: Charles E. Pierce Title: Vice President - Global and North American Commercial Products Group 5