Registration Rights Agreement [Amendment] - CareerBuilder Inc. and Microsoft Corp.
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AMENDMENT AGREEMENT
This Agreement is made and entered into as of the 4th day of May,
1999, by and among CareerBuilder, Inc., a Delaware corporation (the "Company"),
Microsoft Corporation (the "New Investor") and the persons and entities listed
on Schedule I hereto (collectively, the "Prior Investors").
WITNESSETH:
WHEREAS, the Company and the Prior Investors entered into the Third
Amended and Restated Registration Rights Agreement dated as of January 26, 1999
(the "Registration Rights Agreement"); and
WHEREAS, the Company and the Prior Investors desire to amend the
Registration Rights Agreement as provided herein;
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereby agree as
follows:
1. The term "Investor" as defined in the Preamble is hereby amended to
include Microsoft Corporation ("Microsoft").
2. A new definition is hereby added on page 3 as follows:
""Microsoft Common Stock" shall mean the shares of Common Stock
purchased by Microsoft pursuant to a certain Purchase Agreement dated May __,
1999 by and between Microsoft and the Company, excluding such shares which have
been (a) registered under the Securities Act pursuant to an effective
registration statement filed thereunder and disposed of in accordance with the
registration statement covering them or (b) publicly sold pursuant to Rule 144
under the Securities Act."
3. The definition of the term "Registrable Securities" on page 3 is
hereby amended and restated in its entirety to read as follows:
""Registrable Securities" shall mean the Individuals' Common Stock,
the Microsoft Common Stock, the Class A Restricted Stock, the Class B Restricted
Stock, the Class C Restricted Stock, the Class D Restricted Stock, the Class E
Restricted Stock and the Class F Restricted Stock."
4. The first sentence of Section 2, "Restrictive Legend," is hereby
amended
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and restated in its entirety to read as follows:
"Each certificate representing Preferred Shares, Conversion Shares
or Microsoft Common Stock shall, except as otherwise provided in
this Section 2 or in Section 3, be stamped or otherwise imprinted
with a legend substantially in the following form:"
5. The first sentence of Section 3, "Notice of Proposed Transfer," is
hereby amended and restated in its entirety to read as follows:
"Prior to any proposed transfer of any Preferred Shares, Conversion
Shares or Microsoft Common Stock (other than under the circumstances
described in Sections 4, 5 or 6), the holder thereof shall give
written notice to the Company of its intention to effect such
transfer."
6. The third sentence of Section 3, "Notice of Proposed Transfer," is
hereby amended and restated in its entirety to read as follows:
"Each certificate for Preferred Shares, Conversion Shares or
Microsoft Common Stock transferred as above provided shall bear the
legend set forth in Section 2, except that such certificate shall
not bear such legend if (i) such transfer is in accordance with the
provisions of Rule 144 (or any other rule permitting public sale
without registration under the Securities Act) or (ii) the opinion
of counsel referred to above is to the further effect that the
transferee and any subsequent transferee (other than an affiliate of
the Company) would be entitled to transfer such securities in a
public sale without registration under the Securities Act."
7. Effect of Modification. In the event of any inconsistency between
the provisions of the Registration Rights Agreement and the applicable
provisions of this Amendment Agreement, the provisions of this Amendment
Agreement shall control in all respects. Otherwise, the Registration Rights
Agreement shall remain in full force and effect. Pursuant to Section 13(d) of
the Registration Rights Agreement, the agreements contained herein shall become
effective and binding upon the Company and each of the Investors when the
Company has obtained the signatures of (i) the holders of a majority of the
Class B Restricted Stock, (ii) the holders of a majority of the Class C
Restricted Stock, (iii) the holders of a majority of the Class D Restricted
Stock, (iv) the holders of a majority of the Class E Restricted Stock, (v) the
holders of a majority of the Class F Restricted Stock and (vi) the holders of at
least two-thirds of the outstanding shares of Registrable Securities.
8. Successors and Assigns; Governing Law. Subject to the restrictions
in the Registration Rights Agreement as amended hereby, this Amendment Agreement
shall inure to the benefit of and bind the respective heirs, personal
representatives,
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successors and assigns of the parties hereto and shall be governed by and
construed in accordance with the laws of the State of Delaware.
9. Severability; Modifications. Should one or more of the provisions of
this Amendment Agreement be determined by a court of law to be illegal or
unenforceable, the other provisions shall nevertheless remain effective and
shall be enforceable. This Amendment Agreement shall not be modified without the
prior consent of the Company and (i) the holders of a majority of the Class B
Restricted Stock, (ii) the holders of a majority of the Class C Restricted
Stock, (iii) the holders of a majority of the Class D Restricted Stock, (iv) the
holders of a majority of the Class E Restricted Stock, (v) the holders of a
majority of the Class F Restricted Stock and (vi) the holders of at least
two-thirds of the outstanding shares of Registrable Securities.
10. Execution in Counterparts. This Amendment Agreement may be executed
in any number of counterparts, each of which when so executed and delivered
shall be deemed an original and such counterparts together shall constitute one
instrument.
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment
Agreement as of the date set forth below.
Effective date of this Amendment Agreement: May 4, 1999.
THE COMPANY:
CAREERBUILDER, INC.
By: /s/ ROBERT J. MCGOVERN
-----------------------------------
Name: Robert J. McGovern
Title: President, Chairman of the
Board and Chief Executive
Officer
NEW INVESTOR:
MICROSOFT CORPORATION
By: /s/ ROBERT A. ESHELMAN
-----------------------------------
Name: Robert A. Eshelman
Title: Assistant Secretary
PRIOR INVESTORS:
21st CENTURY INTERNET
FUND, L.P.
By: /s/ JOHN NEIL WEINTRAUT
-----------------------------------
Name: John Neil Weintraut
Title:
THOMSON U.S. INC.
By: /s/ JAMES R. SCHNURR
-----------------------------------
Name: James R. Schnurr
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Title: Vice President
NEW ENTERPRISE ASSOCIATES VI,
LIMITED PARTNERSHIP
By: NEA PARTNERS VI, LIMITED
PARTNERSHIP
By: /s/ PETER J. BARRIS
-----------------------------------
Name: Peter J. Barris
Title: General Partner
NEA PRESIDENTS' FUND, L.P.
By: /s/ PETER J. BARRIS
-----------------------------------
Name: Peter J. Barris
Title: General Partner
ADP, INC.
By: /s/ GARY C. BUTLER
-----------------------------------
Name: Gary C. Butler
Title: President and Chief Executive
Officer
FBR TECHNOLOGY VENTURE
PARTNERS, L.P.
By: /s/ GENE RIECHERS
-----------------------------------
Name: Gene Riechers
Title: Managing Director
FBR eCOMM, L.P.
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By: /s/ GENE RIECHERS
-----------------------------------
Name: Gene Riechers
Title: Managing Director
GE CAPITAL EQUITY
INVESTMENTS, INC.
By: /s/ JEFFREY COATS
-----------------------------------
Name: Jeffrey Coats
Title: Dept. Ops. Mgr.
GENERAL ELECTRIC PENSION
TRUST
By: /s/ PATRICK J. MCNEELA
-----------------------------------
Name:
Title:
/s/ JOHN BURTON
------------------------------------
John Burton, individually
/s/ BARRY GOLDSMITH
------------------------------------
Barry Goldsmith, individually
/s/ MARK GRUHIN
------------------------------------
Mark Gruhin, individually
/s/ ROBERT MCGOVERN
------------------------------------
Robert McGovern, individually
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/s/ DAVID WETMORE
------------------------------------
David Wetmore, individually
/s/ JAMES WINCHESTER
------------------------------------
James Winchester, individually
/s/ SUZANNE HOOPER KING
------------------------------------
Suzanne Hooper King, individually
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SCHEDULE I
Prior Investors
21st CENTURY INTERNET FUND, L.P.
THOMSON U.S. INC.
NEW ENTERPRISE ASSOCIATES VI, LIMITED PARTNERSHIP
NEA PRESIDENTS' FUND, L.P.
ADP, INC.
FBR TECHNOLOGY VENTURE PARTNERS, L.P.
FBR eCOMM, L.P.
GE CAPITAL EQUITY INVESTMENTS, INC.
GENERAL ELECTRIC PENSION TRUST
JOHN BURTON
BARRY GOLDSMITH
MARK GRUHIN
ROBERT MCGOVERN
DAVID WETMORE
JAMES WINCHESTER
SUZANNE HOOPER KING