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EXHIBIT 4
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AMENDMENT NUMBER ONE TO THE AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
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THIS AMENDMENT NUMBER ONE TO THE AMENDED AND RESTATED REGISTRATION
RIGHTS AGREEMENT (this "AMENDMENT") is made as of December 6, 2000, by and among
World Commerce Online, Inc., a Delaware corporation (the "COMPANY"), Interprise
Technology Partners, L.P., a Delaware limited partnership (the "INVESTOR"), Drax
Holdings, LP ("DRAX"), Viscaya Investments, Inc. ("VISCAYA"), DC Investment
Partners Exchange Fund ("DC"), Xxxx Xxxxxxx ("XXXXXXX") and Xxxxxx and Xxxx
Xxxxx, and each other lender listed on the Schedule of Holders attached hereto
as Exhibit A ("XXXXX", and together with the Investor, Drax, Viscaya, DC and
Drasner, the "LENDERS") and each other investor listed on the Schedule of
Holders attached hereto as Exhibit A (together with the Lenders and the
Investor, the "STOCKHOLDERS") and.
R E C I T A L S :
A. The Company, the Investor and certain of the Stockholders are parties
to an Amended and Restated Registration Rights Agreement, dated as of April 29,
2000 (the "EXISTING REGISTRATION RIGHTS AGREEMENT").
B. The Company and the Lenders are parties to Subscription Agreements by
which the Company has granted to each of the Lenders, and each of the Lenders
has subscribed for, a warrant representing the right to purchase certain stock
of the Company (the "WARRANT PURCHASE AGREEMENT"). In order to induce each
Lender to enter into a Warrant Purchase Agreement, the Company agreed to provide
the registration rights set forth in this Agreement.
C. The Existing Registration Rights Agreement provides that it may be
amended by the prior written consent of the Company and the holders of a
majority of all Registrable Securities, with certain amendments also requiring
the consent of the holders of a majority of all the Investor Registrable
Securities and certain amendments requiring the consent of a majority of the
holders of the i2 Registrable Securities.
D. The Company, the Investor and the Lenders intend that this Amendment
amend the Existing Registration Rights Agreement.
E. Unless otherwise provided in this Amendment, capitalized terms used
herein shall have the meanings set forth in Section 1 hereof, or if not defined
therein, capitalized terms shall have the meanings set forth in the Existing
Registration Rights Agreement.
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AGREEMENT
The parties hereto agree as follows:
1. DEFINITIONS.
Section 8(h) of the Existing Registration Rights Agreement shall be and
hereby is amended and restated as follows:
"(h) The term "REGISTRABLE SECURITIES" means (i) any Common Stock issued or
issuable pursuant to or upon conversion or recapitalization of (A) any Series A
Preferred Stock, Series B Preferred Stock or Series D Preferred Stock, (B) that
certain warrant granted to i2 on April 29, 2000 representing the right to
purchase 1,250,000 shares of Common Stock or (C) that warrants granted to the
Lenders representing the right to purchase certain shares of either Common Stock
or Series D Preferred Stock, (ii) any other Common Stock issued or issuable with
respect to the securities referred to in clause (i) by way of a stock dividend
or stock split or in connection with an exchange or combination of shares,
recapitalization, merger, consolidation or other reorganization, and (iii) any
other shares of Common Stock held by Persons holding securities described in
clauses (i) and (ii), inclusive above, including, without limitation, any shares
of Common Stock issued upon conversion of the Company's preferred stock. As to
any particular Registrable Securities, such securities shall cease to be
Registrable Securities when they have been distributed to the public pursuant to
a offering registered under the Securities Act or sold to the public through a
broker, dealer or market maker in compliance with Rule 144 under the Securities
Act (or any similar rule then in force). For purposes of this Agreement, a
Person shall be deemed to be a holder of Registrable Securities whenever such
Person has the right to acquire such Registrable Securities (upon conversion of
any capital stock or upon exercise of any options or warrants or in connection
with a transfer of securities or otherwise, but disregarding any restrictions or
limitations upon the exercise of such right), whether or not such acquisition
has actually been effected."
2. MISCELLANEOUS.
(a) NO OTHER CHANGES. All other provisions of the Existing Registration
Rights Agreement remain in full force and effect.
(b) COUNTERPARTS; FACSIMILE TRANSMISSION. This Amendment may be executed
simultaneously in two or more counterparts, any one of which need not contain
the signatures of more than one party, but all such counterparts taken together
shall constitute one and the same Amendment. Each party to this Amendment agrees
that it will be bound by its own telecopied signature and that it accepts the
telecopied signature of each other party to this Amendment.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.
WORLD COMMERCE ONLINE, INC.
By: /s/ Xxxx Xxxxxx
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Name: Xxxx Xxxxxx
Title: Chief Financial Officer
INTERPRISE TECHNOLOGY PARTNERS, L.P.
By: /s/ Xxxxx X. Xxxxxx
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Name: Xxxxx X. Xxxxxx
Title: Managing Principal
