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Exhibit 10.32
AMENDMENT NO. 1 TO
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
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This is an Amendment No. 1 dated as of June 8, 2000 (the "Amendment") to
that certain Amended and Restated Registration Rights Agreement dated as of
September 10, 1999 (the "Agreement") by and:
among: GREENWICH TECHNOLOGY PARTNERS, INC., a Delaware corporation (the
"Corporation");
and: the holders of shares of Series D Preferred Stock, Series E Preferred
Stock and Series F Preferred Stock of the Corporation (collectively, the
"Investors").
Capitalized terms used herein and not otherwise defined have the meaning
set forth in the Agreement.
RECITALS
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WHEREAS, the Corporation and holders of the Corporation's Series D
Preferred Stock and Series E Preferred Stock are parties to the Agreement;
WHEREAS, certain of the Investors are purchasing from the Corporation
shares of its Series F Preferred Stock, $0.01 par value per share; and
WHEREAS, the Corporation and certain of the parties to the Agreement
representing at least 50% in interest of the Registrable Securities outstanding
on the date hereof, wish to amend the Agreement to include such Investors as
further set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants and agreements set
forth herein, the parties hereby agree as follows:
1. The definition of "Preferred Stock" in Section 1 of the Agreement shall be
deleted in its entirety and replaced with the following:
" "Preferred Stock": Collectively, the Series D Preferred Stock of the
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Corporation, the Series E Preferred Stock of the Corporation, and the Series F
Preferred Stock of the Corporation."
2. Section 2.2.1 of the Agreement shall be deleted in its entirety and replaced
with the following:
"2.2.1. The Corporation shall notify all Holders of Registrable Securities in
writing at least 30 days prior to filing any registration statement under the
Securities Act for purposes of effecting a public offering of securities of the
Corporation (including, but not limited to, registration statements relating to
secondary offerings of securities of the Corporation, but excluding any
registration statement relating to any employee benefit plan or a corporate
reorganization) other than in the case of an Initial Public Offering and will
afford each such
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Holder an opportunity to include in such registration statement all or any part
of the Registrable Securities then held by such Holder. Each Holder desiring to
include in any such registration statement all or any part of the Registrable
Securities held by such Holder shall, within 20 days after receipt of the above-
described notice from the Corporation, so notify the Corporation in writing, and
in such notice shall inform the Corporation of the number of Registrable
Securities such Holder wishes to include in such registration statement. If a
Holder decides not to include all of its Registrable Securities in any
registration statement thereafter filed by the Corporation, such Holder shall
nevertheless continue to have the right to include any Registrable Securities in
any subsequent registration statement or registration statements as may be filed
by the Corporation with respect to offerings of its securities, all upon the
terms and conditions set forth herein."
3. The introductory paragraph of Section 2.3 shall be amended by striking the
number "$5,000,000" and replacing it with "$15,000,000".
4. Miscellaneous.
4.1 Original Agreement. In all other respects, the Agreement will remain
unchanged and in full force and effect.
4.2 Binding Effect; Assignment. This Amendment No. 1 is binding on the
Corporation and the Holders and their respective heirs, personal representatives
and successors in interest.
4.3 Interpretation; Construction.
4.3.1. The terms of this Amendment No. 1 have been fully negotiated by the
parties in consultation with counsel, and the wording of this Amendment No. 1
has been arrived at by all of them as a result of their joint discussions.
Accordingly, no provision of this Amendment No. 1 shall be construed against a
particular party or in favor of another party merely because of which party (or
its representative) drafted or supplied the wording for such provision.
4.3.2. Section headings appearing in this Amendment No. 1 are inserted
solely as reference aids for the ease and convenience of the reader; they shall
not be deemed to modify, limit or define the scope or substance of the
provisions they introduce, nor shall they be used in construing the intent or
effect of such provisions.
5. Multiple Counterparts. This Amendment No. 1 may be signed in one or
more counterparts, all of which shall be considered one and the same agreement
and shall become effective when each of the parties has signed and delivered a
counterpart to the other.
6. Governing Law. This Amendment No. 1 shall be governed by and
interpreted according to the laws of Delaware, but without giving effect to any
Delaware choice of law provisions which might otherwise make the Laws of a
different jurisdiction govern or apply.
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IN WITNESS WHEREOF, the Corporation and the Shareholders have executed this
Agreement as of the day and year first above written.
THE CORPORATION: THE INVESTORS:
GREENWICH TECHNOLOGY VANTAGEPOINT COMMUNICATIONS PARTNERS, LP
PARTNERS, INC.
By VantagePoint Communications
By:/s/ Joseph Beninati Associates, LLC, Its General
----------------------- Partner
Name: Joseph Beninati
Title: Chief Executive Officer By: /s/ Jeff Marshall
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Name: Jeff Marshall
Title: Managing Member
VANTAGEPOINT VENTURE PARTNERS 1996, LP
By: VantagePoint Associates, LLC,
Its General Partner
By: /s/ Jeff Marshall
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Name: Jeff Marshall
Title: Managing Member
/s/ Dennis M. Goett
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Dennis M. Goett
FG-GTPD
By: /s/ Kathleen Shepphird
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Name: Kathleen Shepphird
Title: Managing Director
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FG-GTPF
By:/s/ Kathleen Shepphird
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Name: Kathleen Shepphird
Title: Managing Director
CHASE VENTURE CAPITAL ASSOCIATES, L.P.
By:/s/ Stephen Murray
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its General Partner
By:____________________________________
Name:
Title:
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JUNIPER NETWORKS, INC.
By: /s/ Lisa C. Berry
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Name: Lisa C. Berry
Title: Vice President, General
Counsel and Secretary
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BLUE VECTOR
By: /s/ Michael Tunstall
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Name:
Title
AZURE CAPITAL PARTNERS
By: /s/ Paul Ferris
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Name:
Title:
