Amendment to Second Amended and Restated Investor Rights Agreement by and among Webridge, Inc. and Certain Stockholders

Summary

This amendment, dated September 27, 2000, modifies the Second Amended and Restated Investor Rights Agreement between Webridge, Inc. and several of its investors. The amendment lowers the public offering price threshold from $7.60 to $7.00 per share (without adjustment for stock splits or dividends) for the termination of certain registration rights and board representation provisions. The change is agreed upon by the company and the required majority of investors, and it affects when specific investor rights will expire following a public offering.

EX-10.7A 5 v60076a3ex10-7a.txt AMENDMENT TO INVESTOR RIGHTS AGREEMENT 1 EXHIBIT 10.7a AMENDMENT TO SECOND AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT THIS AMENDMENT TO THE SECOND AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (this "Amendment") is made as of the 27th day of September 2000 and amends that certain Second Amended and Restated Investor Rights Agreement dated as of December 22, 1999 among the Company and certain of its stockholders (the "Agreement"). WHEREAS, Section 3.7 of the Agreement provides that the Agreement may be amended only with the written consent of the Company and the holders of at least sixty percent (60%) of the of the Registrable Securities then outstanding (excluding Founders' shares); and WHEREAS, the undersigned include the Company and the holders of at least sixty percent (60%) of the of the Registrable Securities outstanding on the date hereof (on a fully converted basis and excluding shares held by the Founders); and WHEREAS, under Section 1.3 of the Agreement, the Company has granted to each of the parties to the Agreement a right of registration for all Registrable Securities (as defined therein) that each holder has requested to be registered (the "Registration Right") with respect to the Company registering any of its stock or other securities under the Securities Act of 1933, as amended, in connection with the public offering of such securities solely for cash; and WHEREAS, under Section 1.15 of the Agreement, the Registration Right terminates after five (5) years following the consummation of the sale of securities pursuant to a registration statement filed by the Company under the Act in connection with the initial firm commitment underwritten offering of its securities to the general public, the public offering price of which was not less than $7.60 per share (adjusted to reflect subsequent stock dividends, stock splits or recapitalizations), and $30,000,000 gross proceed to the Company (before deducting underwriters' discounts, commissions and expenses); and WHEREAS, under Section 2.5(e) of the Agreement, Section 2.5, which relates to representation on the Company's Board of Directors, terminates upon the sale of securities pursuant to a registration statement filed by the Company under the Act in connection with the firm commitment underwritten offering of the its securities to the general public is consummated, the public offering price of which was not less than $7.60 per share (adjusted to reflect subsequent stock dividends, stock splits or recapitalizations), and $30,000,000 gross proceed to the Company (before deducting underwriters' discounts, commissions and expenses); and Signature Page to Webridge, Inc. Amendment to Second Amended and Restated Investor Rights Agreement 1 2 WHEREAS, the undersigned and the Company desire to amend Section 1.15 of the Agreement to reduce the public offering price pursuant to which the Registration Right shall terminate; and WHEREAS, the undersigned and the Company desire to amend Section 2.5(e) of the Agreement to reduce the public offering price pursuant to which Section 2.5 shall terminate; NOW, THEREFORE, in consideration of the mutual promises and covenants set forth herein, the parties hereto hereby amend the Agreement, effective as of the date hereof, (i) to amend Section 1.15 of the Agreement to replace "$7.60 (adjusted to reflect subsequent stock dividends, stock splits and recapitalizations)" with "$7.00 (without adjustment to reflect subsequent stock dividends, stock splits and recapitalizations)" and (ii) to amend Section 2.5(e) of the Agreement to replace "$7.60 (adjusted to reflect subsequent stock dividends, stock splits and recapitalizations)" with "$7.00 (without adjustment to reflect subsequent stock dividends, stock splits and recapitalizations)." IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written. THE COMPANY: WEBRIDGE, INC. By: GARY N. FIELLAND ------------------------------------------ Gary N. Fielland Chief Executive Officer Address: 1925 N.W. AmberGlen Parkway Beaverton, Oregon 97006 INVESTORS: MERITECH CAPITAL PARTNERS L.P. By: Meritech Capital Associates L.L.C. its General Partner By: Meritech Management Associates L.L.C. a managing member By: MICHAEL B. GORDON ------------------------------------------ Michael B. Gordon, a managing member Signature Page to Webridge, Inc. Amendment to Second Amended and Restated Investor Rights Agreement 2 3 MERITECH CAPITAL AFFILIATES L.P. By: Meritech Capital Associates L.L.C. its General Partner By: Meritech Management Associates L.L.C. a managing member By: MICHAEL B. GORDON ------------------------------------------ Michael B. Gordon, a managing member Address: 90 Middlefield Road, Suite 201 Menlo Park, CA 94025 SEVIN ROSEN FUND V L.P. By: SRB Associates V L.P. Its General Partner By: JOHN V. JAGGERS ------------------------------------------ (signature) Name: John V. Jaggers ---------------------------------------- Title: General Partner SEVIN ROSEN V AFFILIATES FUND L.P. By: SRB Associates V L.P. Its General Partner By: JOHN V. JAGGERS ------------------------------------------ (signature) Name: John V. Jaggers ---------------------------------------- Title: General Partner Signature Page to Webridge, Inc. Amendment to Second Amended and Restated Investor Rights Agreement 3 4 SEVIN ROSEN BAYLESS MANAGEMENT COMPANY By: JOHN V. JAGGERS ------------------------------------------ (signature) Name: John V. Jaggers ---------------------------------------- Title: Vice President --------------------------------------- Address: c/o The Sevin Rosen Funds 13455 Noel Road, Suite 1670 Dallas, Texas 75240 OLYMPIC VENTURE PARTNERS IV, L.P. By: OVMC IV, L.L.C., General Partner By: GERARD H. LANGELER ------------------------------------------ (signature) Name: Gerard H. Langeler ---------------------------------------- Title: Member Address: 2420 Carillon Point Kirkland, Washington 98033 OVP IV ENTREPRENEURS FUND, L.P. By: OVMC IV, L.L.C., General Partner By: GERARD H. LANGELER ------------------------------------------ (signature) Name: Gerard H. Langeler ---------------------------------------- Title: Member Address: 2420 Carillon Point Kirkland, Washington 98033 Signature Page to Webridge, Inc. Amendment to Second Amended and Restated Investor Rights Agreement 4 5 KAUFMAN FAMILY LLC By: HENRY KAUFMAN ------------------------------------------ Name: Henry Kaufman ---------------------------------------- Title: Member --------------------------------------- Address: 660 Madison Avenue, 15th Floor New York, NY 10021 INDIVIDUAL INVESTOR: GARY N. FIELLAND --------------------------------------------- Gary N. Fielland Address: 11255 NW Ridge Road Portland, Oregon 97229 INDIVIDUAL INVESTOR: WILLIAM W. LATTIN --------------------------------------------- William W. Lattin, as Trustee for The William and June Lattin Revocable Living Trust Address: The William and June Lattin Revocable Living Trust 10911 NW Quarry Road Portland, Oregon 97231 INDIVIDUAL INVESTOR: GREGORY DARMOHRAY --------------------------------------------- Gregory Darmohray Address: 8350 NW Ash Portland, OR 97229 INDIVIDUAL INVESTOR: MARCIA HOOPER --------------------------------------------- Marcia Hooper Address: 4 Claybrook Road Dover, MA 02030 Signature Page to Webridge, Inc. Amendment to Second Amended and Restated Investor Rights Agreement 5