VARIATION AGREEMENT IN RELATION TO THE SUBSCRIPTION AND SHAREHOLDERS AGREEMENT
Exhibit 10.1
20 DECEMBER 2004
ON DEMAND GROUP LIMITED
XXXXXXX XXXXX, XXXXXX XXXXXXXX AND OTHERS
SEACHANGE INTERNATIONAL, INC.
IN RELATION TO THE
SUBSCRIPTION AND SHAREHOLDERS AGREEMENT
CONTENTS
| Clause | Page | |||
| 1. | Interpretation | 1 | ||
| 2. | Variation of the Agreement | 1 | ||
| 3. | Construction | 1 | ||
| 4. | Counterparts | 1 | ||
| 5. | Governing Law | 2 | ||
| 6. | Jurisdiction | 2 | ||
| SCHEDULE 1 | THE EXISTING SHAREHOLDERS | 3 |
THIS AGREEMENT is made on 20 December 2004
BETWEEN:
| (1) | ON DEMAND GROUP LIMITED, a company incorporated in England and Wales (registered no. 4094951), whose registered office is at 000 Xxxxx Xxx Xxxx, Xxxxxx XX0X 0XX (the “Company”); |
| (2) | THE PERSONS whose names and addresses are set out in Schedule 1 (the “Existing Shareholders” and each an “Existing Shareholder”); and |
| (3) | SEACHANGE INTERNATIONAL, INC., a company incorporated under the laws of the state of Massachusetts whose registered office is at 000 Xxxxx Xxxxxx, Xxxxxxx, XX 00000, XXX (the “Investor”). |
WHEREAS:
| (A) | The parties have entered into an Amended and Restated Subscription and Shareholders Agreement (the “ShareholdersAgreement”) dated 16 October 2003. |
| (B) | The parties wish to vary the terms of the Shareholders Agreement. |
| (C) | Save as set out herein, the parties wish the Shareholders Agreement to remain in full force and effect. |
IT IS AGREED as follows:
| 1. | INTERPRETATION |
Words and phrases defined in the Shareholders Agreement shall have the same meanings in this Agreement and this Agreement shall be interpreted in accordance with clause 1 of the Shareholders Agreement.
| 2. | Variation of the shareholders Agreement |
The parties agree that the Shareholders Agreement shall from the date of this Agreement be amended such that Section 4 (Loans) is of no further force and effect.
| 3. | CONSTRUCTION |
Subject to the amendments set out in this Agreement the Shareholders Agreement shall remain in full force and effect and shall be read and construed as supplemented and amended by this Agreement.
| 4. | COUNTERPARTS |
| 4.1 | This Agreement may be executed in any number of counterparts, and by the parties on separate counterparts, but shall not be effective until each party has executed at least one counterpart. |
| 4.2 | Each counterpart shall constitute an original of this Agreement, but the counterparts shall together constitute but one and the same instrument. |
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| 5. | GOVERNING LAW |
This Agreement is governed by, and shall be construed in accordance with, English law.
| 6. | JURISDICTION |
| 6.1 | Each party agrees that the courts of England are to have exclusive jurisdiction to settle any dispute arising out of or in connection with this Agreement. Any proceeding, suit or action arising out of or in connection with this Agreement (“Proceedings”) must therefore be brought in the English courts. Each party agrees that this jurisdiction agreement is irrevocable and that it is for the benefit of each of the other parties. |
| 6.2 | Each party irrevocably waives (and irrevocably agrees not to raise) any objection, on the ground of forum non conveniens or on any other ground, to the taking of Proceedings in any court referred to in this clause. Each party also irrevocably agrees that a judgement against it in Proceedings brought in any jurisdiction referred to in this clause shall be conclusive and binding upon it and may be enforced in any other jurisdiction. |
IN WITNESS OF WHICH this Agreement has been executed by the parties on the above date.
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SCHEDULE 1
THE EXISTING SHAREHOLDERS
Name and Address:
| Xxxxxx Xxxxxxxx Xxxx Water, Admirals Xxxxxx Xxxx, Xxxx Xxxxxxxxx, XX00 0XX |
| Xxxxxxxxx Xxxxxxxx Xxxx Water, Admirals Xxxxxx Xxxx, Xxxx Xxxxxxxxx, XX00 0XX |
| Xxxxxxx Xxxxx 00 Xxxxxxxxx Xxxx, Xxxx Xxxxxxx, XX0 0XX |
| Xxxxxx Xxxxx 00 Xxxxxxxxx Xxxx, Xxxx Xxxxxxx, XX0 0XX |
| Xxxxxxx Xxxxx Xxxxxxxxx, Xxxxxxxx Xxxxx, Xxxxxxx, XX00 0XX |
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EXECUTED by the parties:
| Signed by Xxxxxxx Xxxxx for and on behalf of On Demand Group Limited |
) ) ) ) |
/s/ Xxxxxxx Xxxxx | ||
| Signed by Xxxxxx Xxxxxxxx |
) ) |
/s/ Xxxxxx Xxxxxxxx | ||
| Signed by Xxxxxxxxx Xxxxxxxx |
) ) |
/s/ Xxxxxxxxx Xxxxxxxx | ||
| Signed by Xxxxxxx Xxxxx |
) ) |
/s/ Xxxxxxx Xxxxx | ||
| Signed by Xxxxxx Xxxxx |
) ) |
/s/ Xxxxxx Xxxxx | ||
| Signed by Xxxxxxx Xxxxx |
) ) |
/s/ Xxxxxxx Xxxxx | ||
| Signed by Xxxxxxx X Xxxxxxx for and on behalf of |
) ) ) ) |
/s/ Xxxxxxx X. Xxxxxxx | ||
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