AMENDMENT AND JOINDER, dated as of April 6, 2005 (this “Amendment and Joinder”), to the Amended and Restated Registration Rights Agreement dated December 16, 2002 (the “Agreement”). among GREENFIELD ONLINE, INC., a Delaware corporation (the...

EXHIBIT 10.48



		AMENDMENT AND JOINDER, dated as
		of April 6, 2005 (this “Amendment and
		Joinder”), to the Amended and Restated
		Registration Rights Agreement dated
		December 16, 2002 (the “Agreement”).
		among GREENFIELD ONLINE, INC., a
		Delaware corporation (the “Company”), and
		the Shareholders listed therein.

RECITALS

In connection with the Purchase by the Company of all, or substantially all of the outstanding shares of Ciao AG (“Ciao” and “Ciao Shares”), from the shareholders listed on the signature pages thereto (the Ciao Shareholders”), pursuant to a certain Share Purchase Agreement (the Share Purchase Agreement”), between the Company and the Ciao Shareholders dated April 6, 2005, the Company has requested that the C-1 Shareholders agree to amend the Agreement to allow the Common Shares received by the Ciao Shareholders in consideration of their Ciao Shares to join and be subject to the Agreement as if such Common Shares were Series C-1 Shares and the holders thereof were Series C-1 Shareholders. The C-1 Shareholders are willing to agree to such amendment and joinder, but only on the terms and subject to the conditions set forth herein.

NOW, THEREFORE, the parties hereto hereby agree as follows:

Section 1. Defined Terms. Unless otherwise defined herein, capitalized terms shall be accorded the definitions assigned to them in the Agreement.

Section 2. Amendments to the Registration Rights Agreement.

2.1. The definition of Series C-1 Shareholders is replaced in its entirety as follows:

“Series C-1 Shareholders” means those Shareholders who purchased the Company’s Series C-1 Convertible Participating Preferred Stock pursuant to the Purchase Agreement, and those Shareholders who were issued Common Shares as partial consideration for their sale to the Company of shares in Ciao AG, and continue to own Restricted Shares.

2.2. The definition of Series C-1 Registrable Shares is replaced in its entirety as follows:

“Series C-1 Registrable Shares” means Restricted Shares that were converted into Common Shares from the Company’s Series C-1 Convertible Participating Preferred Stock or Common Shares issued by the Company in connection with a certain Share Purchase Agreement between the Company and the shareholders of Ciao AG, dated April 6, 2005.

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Section 3. Joinder. The Ciao Shareholders listed on the signature pages hereto each agree to join and become subject to the Agreement with respect of the Common Shares that they receive from the Company as consideration for the sale and conveyance to the Company of their Ciao Shares.

Section 4. References to the Registration Rights Agreement. From and after the date hereof, all references in the Registration Rights Agreement shall be deemed to be references to Registration Rights Agreement after giving effect to this Amendment and Joinder.

Section 5. No Other Amendments. Except as expressly set forth herein, the Agreement remains in full force and effect in accordance with its terms and nothing contained herein shall be deemed (i) to be a waiver, amendment, modification or other change of any term, condition or provision of the Agreement (or a consent to any such waiver, amendment, modification or other change), (ii) to be a consent to any transaction, (iii) to prejudice any right or rights which the Shareholders may have under the Agreement, or (iv) to entitle the Company to a waiver, amendment, modification or other change of any term, condition or provision of the Agreement (or a consent to any such waiver, amendment, modification or other change), or to a consent, in the future in similar or different circumstances.

Section 6. Further Assurances. The parties hereto agree to do such further acts and things, and to execute and deliver such additional conveyances, assignments, agreements and instruments, as the Company may at any time reasonably request in connection with the administration and enforcement of this Amendment and Joinder.

Section 7. Notices. All notices, demands and requests of any kind to be delivered to any party hereto in connection with this Amendment and Joinder shall be delivered in accordance with the notice provisions contained in the Agreement.

Section 8. Headings. The headings used herein are for convenience of reference only and shall not affect the construction of, nor shall they be taken into consideration in interpreting, this Amendment and Joinder.

Section 9. Counterparts. This Amendment and Joinder may be executed in any number of separate counterparts, each of which shall be an original and all of which taken together shall constitute one and the same instrument.

Section 10. Applicable Law. THIS AMEDNMENT AND JOINDER SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW OR CONFLICTING PROVISION OR RULE (WHETHER OF THE STATE OF NEW YORK OR ANY OTHER JURISDICTION) THAT WOULD CAUSE THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF NEW YORK TO BE APPLIED. IN FURTHERANCE OF THE FOREGOING, THE INTERNAL LAWS OF THE STATE OF NEW YORK WILL CONTROL THE INTERPRETATION AND CONSTRUCTION OF THIS AGREEMENT, EVEN IF UNDER SUCH

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JURISDICTION’S CHOICE OF LAW OR CONFLICTS OF LAW ANALYSIS, THE SUBSTANTIVE LAW OF SOME OTHER JURISDICTION WOULD ORDINARILY APPLY.

***** SIGNATURE PAGES FOLLOW *****

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GREENFIELD ONLINE, INC.


By		/s/ Xxxxxxxx X. Xxxxxx

Xxxxxxxx X. Xxxxxx
Secretary

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The foregoing Amendment and Joinder is hereby executed as of the date first above written.


	INSIGHT CAPTIAL PARTNERS
	III, L.P.

INSIGHT CAPTIAL PARTNERS III,	By: Insight Venture Associates, III,
L.P.	LLC, its general partner
000 0^xx Xxx
00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxxx Xxxxxx	By	/s/ Xxxxxxx Xxxxxx

Tel: (000) 000-0000	Xxxxxxx Xxxxxx, Its Managing
Fax: (000) 000-0000	Member

O’MELVENY & XXXXX LLP
00 Xxxxxxxxxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Telephone: 000-000-0000
Facsimile: 000-000-0000
Attn: Xxxx X. Nissan, Esq.

	Social Security Number or Federal
	Tax Identification Number: _______

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The foregoing Amendment and Joinder is hereby executed as of the date first above written.


	INSIGHT CAPTIAL PARTNERS
	III, (CAMAN) L.P.

	By: Insight Venture Associates, III,
INSIGHT CAPTIAL PARTNERS III,	LLC, its general partner
(CAMAN) L.P.
000 0^xx Xxx
00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000	By	/s/ Xxxxxxx Xxxxxx

Attention: Xxxxxxx Xxxxxx	Xxxxxxx Xxxxxx, Its Managing
Tel: (000) 000-0000	Member
Fax: (000) 000-0000

O’MELVENY & XXXXX LLP
00 Xxxxxxxxxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Telephone: 000-000-0000
Facsimile: 000-000-0000
Attn: Xxxx X. Nissan, Esq.

	Social Security Number or Federal
	Tax Identification Number: _______

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The foregoing Amendment and Joinder is hereby executed as of the date first above written.


	INSIGHT CAPTIAL PARTNERS III,
	(CO-INVESTORS) L.P.

	By: Insight Venture Associates, III,
INSIGHT CAPTIAL PARTNERS III,	LLC, its general partner
(CO-INVESTORS) L.P.
000 0^xx Xxx
00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000	By	/s/ Xxxxxxx Xxxxxx

Attention: Xxxxxxx Xxxxxx	Xxxxxxx Xxxxxx, Its Managing
Tel: (000) 000-0000	Member
Fax: (000) 000-0000

O’MELVENY & XXXXX LLP
00 Xxxxxxxxxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Telephone: 000-000-0000
Facsimile: 000-000-0000
Attn: Xxxx X. Nissan, Esq.

	Social Security Number or Federal
	Tax Identification Number: _______

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The foregoing Amendment and Joinder is hereby executed as of the date first above written.


	UBS CAPITAL II LLC

	By	/s/ Xxxxxxxx X. Xxxxxx

UBS Capital II LLC		Xxxxxxxx X. Xxxxxx, Partner
000 xxxx Xxxxxx	By	/s/ Xxxx Xxxxxx
00xx Xxxxx		Xxxx Xxxxxx, Xxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxxxx X. Xxxxxx
Tel: (000) 000-0000
Fax: (000) 000-0000

with copies to:
Xxxx, Xxxxxxx LLP
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention:Xxxx X. Xxxxxxxx
Tel: (000) 000-0000
Fax: (000) 000-0000


	Social Security Number or Federal Tax
	Identification Number: _______

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The foregoing Amendment and Joinder is hereby executed as of the date first above written.


GOL, L.L.C.
c/o Mesco Ltd.
000 Xxxx Xxxxxx
Xxxxx 000	Xx

Xxxxxxxxxx, XX 00000		Xxxx X. Xxxxxxx
Attention: Xxxx Xxxxxxx
Tel: (000) 000-0000
Fax: (000) 000-0000

with copies to:
Xxxxxxx Xxxxx & Xxxxx LLP
000 Xxxxx Xxxxxx
Xxxxx 0000
Xxxxxxx, XX 00000
Attention: Xxxxxx Xxxxx, Esq.
Tel: (000) 000-0000
Fax: (000) 000-0000
	Social Security Number or Federal
	Tax Identification Number: _______

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The foregoing Amendment and Joinder is hereby executed as of the date first above written.


Xxxxxx X. Xxxxxxx
000 Xxxx Xxxxxx, #0X
Xxx Xxxx, XX 00000	By

Tel: (000) 000-0000		Xxxxxx X. Xxxxxxx
Fax: (000) 000-0000

	Social Security Number or Federal
	Tax Identification Number: _______

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The foregoing Amendment and Joinder is hereby executed as of the date first above written.


XXXX X. XXXXXXX
c/o Mesco Ltd.	By

000 Xxxx Xxxxxx		Xxxx X. Xxxxxxx
Xxxxx 000
Xxxxxxxxxx, XX 00000
Attention: Xxxx Xxxxxxx
Tel: (000) 000-0000
Fax: (000) 000-0000

with copies to:
Xxxxxxx Xxxxx & Xxxxx LLP
000 Xxxxx Xxxxxx
Xxxxx 0000
Xxxxxxx, XX 00000
Attention: Xxxxxx Xxxxx, Esq.
Tel: (000) 000-0000
Fax: (000) 000-0000

	Social Security Number or Federal
	Tax Identification Number: _______

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Agreed and acknowledged this 6^th day of April 2005:

CIAO SHAREHOLDER:

/s/ Xxxxxx Xxxxxxxxx Xxxx

/s/ i.v. Xxxxx Xxxxxxxx

Xxxxxx Xxxxxxxxx Xxxx

Xxxxxxxxxx Xxxxxx Xxxxxxxxxxx

CIAO SHAREHOLDER:

Burda Digital Ventures GmbH

Paarl Ventures GmbH

/s/ i.v. Xxxxx Xxxxxxxx

Its

CIAO SHAREHOLDER:

Apax Europe IV A LP

Index Ventures I (Jersey)

/s/ i.v. Xxxxx Xxxxxxxx

Its

CIAO SHAREHOLDER:

/s/ i.v. Xxxxx Xxxxxxxx

Xxxxxxx Xxxxxx

Xxxxxx Xxxxxxx

CIAO SHAREHOLDER:

/s/ i.v. Xxxxx Xxxxxxxx

Xxxxxxx Xxxx

Xxxxxxxx Xxxxx Xxxxxxxxxxx

CIAO SHAREHOLDER:

Index Ventures I (Delaware) L. P., Delaware

Index Ventures I Parallel Entrepreneur Fund

(Jersey)

, L. P., Jersey

/s/ i.v. Xxxxx Xxxxxxxx

Its

CIAO SHAREHOLDER:

Index Ventures I GmbH & Co. KG, München

Index Venture Management SA, Genf

/s/ i.v. Xxxxx Xxxxxxxx

Its

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CIAO SHAREHOLDER:

/s/ i.v. Xxxxx Xxxxxxxx

Xxxxxxxxx Xxxxx

Xxxxxx Xxxxxxxx

CIAO SHAREHOLDER:

/s/ i.v. Xxxxx Xxxxxxxx

Xxxx Xxxxxxx

Xxxxxx Xxxxxxx

CIAO SHAREHOLDER:

CIAO SHAREHOLDERS’ REPRESENTATIVE:

/s/ Xxxxx Xxxxxxxx

Dr. Xxxxx Xxxxxxxx

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AMENDMENT AND JOINDER, dated as of April 6, 2005 (this “Amendment and Joinder”), to the Amended and Restated Registration Rights Agreement dated December 16, 2002 (the “Agreement”). among GREENFIELD ONLINE, INC., a Delaware corporation (the...

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