AMENDMENT NO. 1, dated as of
March 10, 2000 (this "Amendment No. 1"),
to the Note and Warrant Purchase
Agreement dated as of March 3, 2000 (the
"Purchase Agreement"), among GREENFIELD
ONLINE, INC., a Delaware corporation (the
"Borrower"), and GREENFIELD HOLDINGS,
LLC, a Delaware limited liability company
(the "Purchaser").
RECITALS
The Borrower has requested that the Maturity Date (as defined in the
Purchase Agreement) of the 10% Notes issued pursuant to the Purchase Agreement
be extended to June 30, 2001. The Purchaser is willing to agree to such
extension, 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 Purchase
Agreement.
Section 2. Amendments to the Purchase Agreement.
2.1. Section 1 of the Purchase Agreement is hereby amended by
deleting the reference to "June 30, 2000" in subclause (ii) of clause (a)
thereof and replacing it with "June 30, 2001".
2.2. The Purchase Agreement is hereby amended by adding a new
Section 4A thereto to read in its entirety as follows:
"Section 4A. Contingent Right To Additional Warrants.
Notwithstanding anything to the contrary contained in the Financing
Documents, if the Corporation has not repaid all of the principal
and interest due on the 10% Notes on or prior to each date set forth
below, then, not later than the fifth business day following such
date, the Corporation shall issue to the Purchaser additional
warrants (the "Contingent Warrants") to purchase the number of Class
A Common Shares (as such number of Class A Common Shares may be
adjusted for stock splits, stock dividends, split ups, combinations,
reclassifications of Class A Common Shares, capital reorganizations,
mergers or consolidations and other similar events) set forth
opposite the corresponding date below (each such date, as
applicable, shall be referred to as the "Contingent Warrant
Effective Date"):
September 30, 2000 34,965
December 31, 2000 34,965
March 31, 2001 34,965
June 30, 2001 34,965
The exercise price at any time for each Class A Common Share subject
to a particular Contingent Warrant shall be the fair market value of
a Class A Common Share, as determined in good faith by the
Corporation's Board of Directors, as of the applicable Contingent
Warrant Effective Date. The exercise period for each Contingent
Warrant shall be at any time or from time to time after the
applicable Contingent Warrant Effective Date until and including the
fifth anniversary thereof. The Contingent Warrants shall contain
such other terms and conditions substantially as set forth in the
form of Warrant attached hereto as Exhibit B."
Section 3. Expenses. The Corporation hereby confirms its obligations under
Section 16 of the Purchase Agreement with respect to the payment of expenses,
fees and other amounts thereunder in connection with this Amendment No. 1, the
Contingent Warrants and the Class A Common Shares issued pursuant to exercise of
the Contingent Warrants.
Section 4. References to the Purchase Agreement. From and after the date
hereof, all references in the Purchase Agreement and each of the other Financing
Documents to the Purchase Agreement shall be deemed to be references to the
Purchase Agreement after giving effect to this Amendment No. 1.
Section 5. No Other Amendments. Except as expressly set forth herein, the
Purchase 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 Purchase
Agreement or any other Financing Document (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 Purchaser may have
under the Purchase Agreement and/or any of the other Financing Documents, or
(iv) to entitle the Corporation to a waiver, amendment, modification or other
change of any term, condition or provision of the Purchase Agreement or any
other Financing Document (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 Agent may at any time reasonably
request in connection with the administration and enforcement of this Amendment
No. 1 or in order better to assure and confirm unto the Purchaser its rights and
remedies hereunder and to permit the exercise thereof in compliance with
applicable law.
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Section 7. Notices. All notices, demands and requests of any kind to be
delivered to any party hereto in connection with this Amendment No. 1 shall
be delivered in accordance with the notice provisions contained in the
Purchase 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 No. 1.
Section 9. Counterparts. This Amendment No. 1 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 AMENDMENT NO. 1 SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW
YORK (WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICTS OF LAW).
[SIGNATURE PAGES FOLLOW]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment
No. 1 to be duly executed and delivered as of the day and year first above
written.
GREENFIELD ONLINE, INC.
By: /s/ Xxxxxxxx X. Xxxxxx
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Xxxxxxxx X. Xxxxxx
Secretary
GREENFIELD HOLDINGS, LLC
By: /s/ Xxxxxxx Xxxxxx
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Xxxxxxx Xxxxxx
President
