Exhibit 10.10
AMENDMENT NO. 1 TO COMPANY VOTING AGREEMENT
This Amendment No. 1 to the Company Voting Agreement (this
"Amendment") is made as of August 7, 2002, by and among Island Holding Company,
Inc. (the "Company"), the stockholders of the Company whose names are set forth
on the signature pages hereto (each a "Stockholder" and, collectively, the
"Stockholders") and Instinet Group Incorporated ("Parent").
WHEREAS, the Company, the Stockholders and Parent entered into a
Company Voting Agreement, dated as of June 9, 2002 (the "Company Voting
Agreement"); and
WHEREAS, Parent, Instinet Merger Corporation ("Merger Sub") and the
Company have entered into an Agreement and Plan of Merger, dated as of June 9,
2002 (the "Merger Agreement"); and
WHEREAS, simultaneously with the execution and delivery of this
Amendment, Parent, Merger Sub and the Company are entering into Amendment No. 1
to the Merger Agreement (the "Merger Agreement Amendment"); and
WHEREAS, the parties desire to clarify and amend certain provisions
of the Company Voting Agreement in the context of the Merger Agreement
Amendment.
NOW THEREFORE, pursuant to Section 16 of the Company Voting
Agreement, the parties hereby amend the Company Voting Agreement as follows:
Section 1. Amendment to Merger Agreement. The parties agree that all
references to the Merger Agreement in the Company Voting Agreement are deemed to
be references to the Merger Agreement as amended by the Merger Agreement
Amendment, and the parties consent to the Merger Agreement Amendment.
Section 2. Capitalized Terms. Capitalized terms used but not
defined in this Amendment shall have the meanings provided therefor in the
Company Voting Agreement.
Section 3. Counterparts. This Amendment may be executed in
counterparts, all of which shall be considered one and the same agreement and
shall become effective when counterparts have been signed by each of the parties
and delivered to the other parties, it being understood that all parties need
not sign the same counterpart.
SECTION 4. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY THE
LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED
ENTIRELY IN SUCH STATE, EXCEPT TO THE EXTENT THAT THE DELAWARE GENERAL
CORPORATION LAW APPLIES AS A RESULT OF THE COMPANY BEING A DELAWARE CORPORATION.
Section 5. No Other Amendments. Except as specifically amended
hereby, the Company Voting Agreement shall continue in full force and effect in
accordance with the provisions thereof in existence on the date hereof. Unless
the context otherwise requires, after the date hereof, any reference to the
Company Voting Agreement shall mean the Company Voting Agreement as amended
hereby.
IN WITNESS WHEREOF, the parties hereto have duly executed and
delivered this Amendment on the day and year first above written.
ISLAND HOLDING COMPANY, INC.
By:________________________________
Name:
Title:
INSTINET GROUP INCORPORATED
By:________________________________
Name:
Title:
[Signature Page to Amendment No. 1 to Company Voting Agreement]
FINANZAS B.V. (as assignee of Europatweb N.V.)
By: ________________________________
Name:
Title:
[Signature Page to Amendment No. 1 to Company Voting Agreement]
TA/ADVENT VIII, L.P. ADVENT ATLANTIC & PACIFIC III, L.P.
By: TA Associates VIII, LLC, By: TA Associates AAP III Partners,
its General Partner L.P., its General Partner
By: TA Associates, Inc., its By: TA Associates, Inc., its
Manager General Partner
By: _____________________________
Name: By: __________________________________
Title: Name:
Title:
TA ATLANTIC & PACIFIC IV, L.P. TA EXECUTIVES FUND, LLC
By: TA Associates AP IV Partners, By: TA Associates, Inc., its Manager
L.P.,
its General Partner
By: __________________________________
By: TA Associates, Inc., its Name:
General Partner Title:
By: _____________________________
Name:
Title:
TA INVESTORS, LLC TA IX, L.P.
By: TA Associates, Inc., its By: TA Associates IX, LLC,
Manager its General Partner
By: ______________________________ By: TA Associates, Inc.,
Name: its Manager
Title:
By: _______________________________
Name:
Title:
[Signature Page to Amendment ▇▇. ▇ ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇]
▇▇▇▇ ▇▇▇ FUND, LLC
By: ________________________________
Name:
Title:
GPH DT PARTNERS
By: ________________________________
Name:
Title:
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ FUND, LLC
By: ________________________________
Name:
Title:
[Signature Page to Amendment No. 1 to Company Voting Agreement]
▇▇▇▇ CAPITAL FUND VII, LLC
By: ▇▇▇▇ Capital Fund VII, L.P.,
its Sole Member
By: ▇▇▇▇ Capital Partners VII, L.P.,
its General Partner
By: ▇▇▇▇ Capital Investors, LLC,
its General Partner
By: ____________________________
Name:
Title:
▇▇▇▇ CAPITAL VII COINVESTMENT FUND, LLC
By: ▇▇▇▇ Capital VII Coinvestment Fund, L.P.,
its Sole Member
By: ▇▇▇▇ Capital Partners VII, L.P.,
its General Partner
By: ▇▇▇▇ Capital Investors, LLC,
its General Partner
By: ____________________________
Name:
Title:
BCI DATEK INVESTORS, LLC
By: ▇▇▇▇ Capital Partners VII, L.P.,
its Administrative Member
By: ▇▇▇▇ Capital Investors, LLC,
its General Partner
By: ____________________________
Name:
Title:
[Signature Page to Amendment No. 1 to Company Voting Agreement]
BCIP ASSOCIATES II
BCIP ASSOCIATES II-B
BCIP TRUST ASSOCIATES II
BCIP TRUST ASSOCIATES II-B
By: ▇▇▇▇ Capital Investors, LLC,
their Managing Partner
By: ____________________________
Name:
Title:
[Signature Page to Amendment No. 1 to Company Voting Agreement]
SILVER LAKE PARTNERS, L.P.
By: Silver Lake Technology Associates, L.L.C.,
its General Partner
By: ____________________________
Name:
Title:
SILVER LAKE INVESTORS, L.P.
By: Silver Lake Technology Associates, L.L.C.,
its General Partner
By: ____________________________
Name:
Title:
SILVER LAKE TECHNOLOGY INVESTORS, L.L.C.
By: Silver Lake Technology Management, L.L.C.,
its Managing Member
By: ____________________________
Name:
Title:
[Signature Page to Amendment No. 1 to Company Voting Agreement]
ADVENT GLOBAL GECC III LIMITED PARTNERSHIP
By: Advent Global Management Limited Partnership,
its General Partner
By: Advent International Limited Partnership,
its General Partner
By: Advent International Corporation,
its General Partner
By: ____________________________
Name:
Title:
ADVENT PGGM GLOBAL LIMITED PARTNERSHIP
DIGITAL MEDIA & COMMUNICATIONS III LIMITED PARTNERSHIP
DIGITAL MEDIA & COMMUNICATIONS III-A LIMITED PARTNERSHIP
DIGITAL MEDIA & COMMUNICATIONS III-B LIMITED PARTNERSHIP
DIGITAL MEDIA & COMMUNICATIONS III-C LIMITED PARTNERSHIP
DIGITAL MEDIA & COMMUNICATIONS III-D C.V.
DIGITAL MEDIA & COMMUNICATIONS III-E C.V.
GLOBAL PRIVATE EQUITY III LIMITED PARTNERSHIP
GLOBAL PRIVATE EQUITY IV LIMITED PARTNERSHIP
By: Advent International Limited Partnership,
its General Partner
By: Advent International Corporation,
its General Partner
By: ____________________________
Name:
Title:
[Signature Page to Amendment No. 1 to Company Voting Agreement]
ADVENT PARTNERS DMC III LIMITED PARTNERSHIP
ADVENT PARTNERS GPE III LIMITED PARTNERSHIP
ADVENT PARTNERS (NA) GPE III LIMITED PARTNERSHIP
ADVENT PARTNERS LIMITED PARTNERSHIP
ADVENT PARTNERS GPE IV LIMITED PARTNERSHIP
ADVENT PARTNERS (NA) GPE IV LIMITED PARTNERSHIP
By: Advent International Corporation,
its General Partner
By: ____________________________
Name:
Title:
FIRST UNION CAPITAL PARTNERS, LLC
By: Advent International Corporation,
its Voting Trustee
By: ____________________________
Name:
Title:
GUAYACAN PRIVATE EQUITY FUND LIMITED PARTNERSHIP
By: Advent International Corporation,
its Voting Trustee
By: ____________________________
Name:
Title:
[Signature Page to Amendment No. 1 to Company Voting Agreement]
___________________________
▇▇▇▇▇▇ ▇▇▇▇▇▇
[Signature Page to Amendment No. 1 to Company Voting Agreement]
