<PAGE> 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
<PAGE> 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
<PAGE> 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
<PAGE> 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
<PAGE> 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
