Amendment No. 2 to Amended and Restated Registration Rights Agreement among I-many, Inc. and Stockholders

Summary

This amendment updates the Registration Rights Agreement originally dated December 30, 1999, between I-many, Inc. and its major stockholders. The amendment adds Silicon Valley Bank as an "Investor" under the agreement, except for certain specified sections, and requires that copies of certain documents be sent to Silicon Valley Bank. All other terms of the original agreement remain unchanged. The amendment is effective as of June 2000 and is signed by I-many, Inc., the major stockholders, and Silicon Valley Bank.

EX-10.5(2) 6 ex-10_52.txt EXHIBIT 10.5.2 Exhibit 10.5.2 ================================================================================ Amendment No. 2 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 SCC Technologies, 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, LP., 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, LP., a Delaware limited partnership, INSIGHT CAPITAL PARTNERS (CAYMAN) III, LP., a Cayman Islands limited partnership, WI SOFTWARE INVESTORS LLC, a Delaware limited liability company, IMPRIMIS SB, L.P., a Delaware limited partnership Alan Hyman, Mark Tilly and the Proctor & Gamble Company ("P&G"), being the owners of at least 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, as amended (the "Agreement") and Silicon Valley Bank ("SVB") hereby agree as follows: 1. SVB shall be considered an "Investor" as defined in the Agreement, other than for purposes of Section 2 thereof. 2. Section 17 is hereby amended by adding the following as an additional recipient of copies of instruments sent to the Investors: Silicon Valley Bank, Treasury Department, 3003 Tasman Drive, MS NC 821 Santa Clara CA, 95054. 3. In all other respects, the Agreement shall remain in full force and effect. The date of this Amendment No. 2 is June ___, 2000. In witness whereof, the parties have executed this Amendment No.2 on the date written above. I-MANY, INC. By: /s/ Philip M. St. Germain ------------------------------------- Name: Philip M. St. Germain Title: Chief Financial Officer DBV INVESTMENTS, L.P. By: DRT Capital, L.L.C., its general partner By: /s/ John C. Phelan ------------------------------------- Name: John C. Phelan Title: Manager MSD PORTFOLIO L.P. - INVESTMENTS By: MSD Capital, L.P., its general partner By: /s/ John C. Phelan ------------------------------------- Name: John C. Phelan Title: Managing Principal VERMEER INVESTMENTS, LLC By: /s/ John C. Phelan ------------------------------------- Name: John C. Phelan Title: Director BLACK MARLIN INVESTMENTS, LLC By: /s/ John C. Phelan ------------------------------------- Name: John C. Phelan Title: Manager MSD EC I, LLC By: /s/ John C. Phelan ------------------------------------- Name: John C. Phelan Title: Manager 3 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 INSIGHT CAPITAL PARTNERS III, L.P. By: Insight Venture Associates III, LLC, its general partner By: /s/ [ILLEGIBLE] ------------------------------------- Name: William Doyle Title: Managing Member INSIGHT CAPITAL PARTNERS III- COINVESTORS, L.P. By: Insight Venture Associates III, LLC, its general partners By: /s/ [ILLEGIBLE] ------------------------------------- Name: William Doyle Title: Managing Member INSIGHT CAPITAL PARTNERS (CAYMAN) III, L.P. By: Insight Venture Associates III, LLC, its general partner By: /s/ [ILLEGIBLE] ------------------------------------- 4 WI SOFTWARE INVESTORS LLC By: Wexford Management LLC, its Investment Manager By: /s/ Robert Holtz ------------------------------------- Name: Robert Holtz Title: Vice President IMPRIMIS SB, L.P. By: Imprimis SB, GP LLC, its general partner By: /s/ Robert Holtz ------------------------------------- Name: Robert Holtz Title: Vice President /s/ Alan Hyman ----------------------------------------- Alan Hyman /s/ Mark Tilly ----------------------------------------- Mark Tilly THE PROCTER AND GAMBLE COMPANY By: /s/ G. W. Price ------------------------------------- Name: G. W. Price Its: Vice President and Treasurer SILICON VALLEY BANK By: /s/ Mike Field ------------------------------------- Its: SVP ------------------------------------- 5