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INVESTOR RIGHTS AGREEMENT
AMENDMENT NO. 1
Simultaneous and in connection with the execution of a Stock Purchase
Agreement by and among Engage, Inc., a Delaware corporation (the "Company"),
CMGI, Inc., a Delaware corporation (the "Investor"), and certain other
investors, the Company and the Investor do hereby amend the Investor Rights
Agreement dated as of July 20, 1999 between the Company and the Investor (the
"Investor Rights Agreement") by this Amendment No. 1 to the Investor Rights
Agreement, dated as of June 22, 2000 (this "Amendment").
The Investor Rights Agreement is hereby amended by replacing the definition
of "Registrable Shares" under "Section I, Certain Definitions" with the
following language:
"Registrable Shares" means (a) the shares of Common Stock held by the
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Investor upon the closing of the Initial Public Offering; (b) the shares of
Common Stock acquired by the Investor upon consummation of the transactions
contemplated in the Agreement and Plan of Merger and Contribution between
the Company, the Investor, AK Acquisition Corp., AdKnowledge, Steve
Findley, John Mracek and Kevin Wandryk dated as of September 23, 1999; (c)
the shares of Common Stock acquired by the Investor upon consummation of
the transactions contemplated by the Agreement and Plan of Merger and
Contribution among the Company, the Investor, FCET Corp., Adsmart
Corporation and Flycast Communications Corporation dated as of January 19,
2000; (d) the shares of Common Stock acquired by the Investor upon
consummation of the transactions contemplated by the Stock Purchase
Agreement between the Company, the Investor and certain other investors
dated as of June 19, 2000; and (e) any other shares of Common Stock issued
in respect of such the shares of Common Stock referred to in clause (a)
through (d) (because of stock splits, stock dividends, reclassifications,
recapitalizations or similar events); provided, however, that shares of
Common Stock which are Registrable Shares shall cease to be Registrable
Shares upon (i) any sale pursuant to a Registration Statement or Rule 144
under the Securities Act or (ii) any sale in any manner to a person or
entity which, by virtue of Section 3.4 of this Agreement, is not entitled
to the rights provided by this Agreement.
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of
the date and year first above written.
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ENGAGE, INC. CMGI, INC.
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By: /s/ Stephen A. Royal By: /s/ Andrew J. Hadjucky III
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Name: Stephen A. Royal Name: Andrew J. Hadjucky III
Title: Chief Financial Officer Title: Chief Financial Officer
and Treasurer
Address: Address:
100 Brickstone Square, 5th Floor 100 Brickstone Square, 5th Floor
Andover, Massachusetts 01810 Andover, Massachusetts 01810
Telephone No: Telephone No: (978) 684-3600
Facsimile No: Facsimile No: (978) 684-3601
with copy to: with copy to:
Mark G. Borden, Esquire David T. Brewster, Esquire
Hale and Dorr LLP Skadden, Arps, Slate, Meagher
60 State Street & Flom LLP
Boston, Massachusetts 02109 One Beacon Street, 31st Floor
Boston, Massachusetts 02108
Telephone No: (617) 526-6000 Telephone No: (617) 573-4800
Facsimile No: (617) 526-5000 Facsimile No: (617) 573-4822
Constantine Alexander, Esquire
Nutter, McClennen & Fish, LLP
One International Place
Boston, Massachusetts 02110
Telephone No: (617) 439-2000
Facsimile No: (617) 973-9748
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