Investor Rights Agreement [Amendment No. 1] - Navisite Inc. and CMGI Inc.
NAVISITE, INC.
INVESTOR RIGHTS AGREEMENT
AMENDMENT NO. 1
Simultaneous and in connection with the execution of a Common Stock
Purchase Agreement by and between NaviSite, Inc., a Delaware corporation (the
"Company"), and CMGI, Inc., a Delaware corporation (the "Investor"), the Company
and the Investor do hereby amend the Investor Rights Agreement dated as of
October 27, 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 8, 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
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by the 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 by the Common Stock Purchase Agreement
between the Company and the Investor, dated as of June 8, 2000; and (c)
any other shares of Common Stock issued in respect of such the shares
of Common Stock referred to in clause (a) or (b) (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.
NAVISITE, INC. CMGI, INC.
By: /s/ Joel Rosen By: /s/ Andrew J. Hadjucky III
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Name: Joel Rosen Name: Andrew J. Hadjucky III
Title: Chief Executive Officer Title: Chief Financial Officer
and Treasurer
Address: Address:
40 Minuteman Road 100 Brickstone Square, 5th Floor
Andover, Massachusetts 01810 Andover, Massachusetts 01810
Telephone No: (978) 682-8300 Telephone No: (978) 684-3600
Facsimile No: (978) 688-8100 Facsimile No: (978) 684-3601
with copy to: with copy to:
Philip Rossetti, Esquire David T. Brewster, Esquire
Hale & Dorr LLP Skadden, Arps, Slate, Meagher
60 State Street & Flom LLP
Boston, Massachusetts 02108 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