AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT
THIS AMENDMENT NO. 1, dated as of September 22, 1998 (this
"Amendment"), to the Registration Rights Agreement, dated as of December 3,
1997, by and between V-ONE CORPORATION, a Delaware corporation (the "Company"),
and ADVANTAGE FUND II LTD., a British Virgin Islands corporation (the "Initial
Investor").
W I T N E S S E T H:
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WHEREAS, the Company and the Initial Investor are parties to a
Registration Rights Agreement, dated as of December 3, 1997 (the "Registration
Rights Agreement"), pursuant to which the Company agreed to provide certain
registration rights under the Securities Act with respect to shares of Common
Stock issuable upon conversion of the Preferred Shares and the exercise of
common stock purchase warrants issuable upon conversion of such Preferred
Shares;
WHEREAS, the Company and the Initial Investor are parties to a Waiver
Agreement, dated the date hereof (the "Waiver Agreement"), pursuant to which the
Company is issuing to the Initial Investor common stock purchase warrants (the
"Additional Warrants") to purchase an aggregate of 489,441 shares (the
"Additional Warrant Shares") of Common Stock; and
WHEREAS, the Company and the Initial Investor wish to amend the
Registration Rights Agreement to cover the shares of Common Stock issuable upon
exercise of the Additional Warrants;
NOW THEREFORE, in consideration of the premises and the mutual
covenants contained herein and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
1. AMENDMENT OF REGISTRATION RIGHTS AGREEMENT. The Registration Rights
Agreement is hereby amended as follows:
(a) The definition of "Registrable Securities" in Section 1 is amended
to read in its entirety as follows:
"Registrable Securities" means the Conversion Shares, the Warrant
Shares, any shares of Common Stock issued by the Company to any Investor as
a dividend on the Preferred Shares, and the Additional Warrant Shares.
(b) The definition of "Registration Period" in Section 1 is amended to
read in its entirety as follows:
"Registration Period" means (i) with respect to Registrable Securities
other than the Additional Warrant Shares, the period from the Closing Date
to the earlier of (A) the date which is three years after the Closing Date
and (B) the date on which Investors no longer beneficially own any such
Registrable Securities and (ii) with respect to the Additional Warrant
Shares, the period from the date the Additional Warrants are issued
pursuant to the Waiver Agreement to the earlier of (A) the date which is
three years after such issuance date and (B) the date on which Investors no
longer beneficially own any such Registrable Securities.
(c) Section 2(a) is amended by deleting the second and third sentences
of Section 2(a) and adding the following in lieu thereof:
With respect to the Additional Warrant Shares, the Company shall prepare,
and on or prior to the date which is 45 days after the date the Additional
Warrants are first issued, file with the SEC a separate Registration
Statement on Form S-3 which covers the resale by the Initial Investor of
the number of shares of Common Stock issuable upon exercise of the
Additional Warrants. If at any time the number of shares of Common Stock
included in (i) the Registration Statement required to be filed as provided
in the first sentence of this Section 2(a) shall be insufficient to cover
the number of shares of Common Stock issuable on conversion in full of the
unconverted Preferred Shares and exercise in full of the Warrants that have
been issued prior to the date of Amendment No. 1 to this Agreement or (ii)
the Registration Statement required to be filed as provided in the second
sentence of this Section 2(a) shall be insufficient to cover the number of
shares of Common Stock issuable on exercise in full of the Additional
Warrants, then promptly, but in no event later than 20 days after such
insufficiency shall occur, the Company shall file with the SEC an
additional Registration Statement on Form S-3 (which shall not constitute a
post-effective amendment to the Registration Statement filed pursuant to
the first or second sentence, as applicable, of this Section 2(a)) covering
such number of shares of Common Stock as shall be sufficient to permit such
conversion or exercise. For all purposes of this Agreement such additional
Registration Statements shall be deemed to be the Registration Statements
required to be filed by the Company pursuant to Section 2(a) of this
Agreement, and the Company and the Investors shall have the same rights and
obligations with respect to such additional Registration Statements as they
shall have with respect to the initial Registration Statements required to
be filed by the Company pursuant to this Section 2(a). The Registration
Statement required to be filed as provided in the second sentence of this
Section 2(a) may also cover the resale of shares of Common Stock held by
such other securityholders as the Company may reasonably desire upon notice
thereof to the Initial Investor.
(d) Section 2(c) is amended to add the following paragraph at the end
thereof:
The foregoing provisions of Section 2(c) shall not apply to the
Additional Warrants or the Additional Warrant Shares. With respect to the
Additional Warrants and the Additional Warrant Shares, if (1) the
Registration Statement covering the Additional Warrant Shares which is
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required to be filed by the Company pursuant to the second sentence of
Section 2(a) hereof is not ordered effective by the SEC within 100 days
after the date the Additional Warrants are issued or (2) such Registration
Statement shall cease to be available for use by any holder of Additional
Warrants which is named therein as a selling stockholder for any reason
(including, without limitation, by reason of an SEC stop order, a material
misstatement or omission in such Registration Statement or the information
contained in such Registration Statement having become outdated), then upon
such occurrence and on each monthly anniversary thereof for so long as any
such occurrence or circumstances continue, the Company shall promptly pay
to the Initial Investor $10,000 (prorated for any partial month in which
such amount is due); provided, however; that the maximum aggregate amount
paid pursuant to this paragraph shall not exceed $50,000.
(e) Section 3(a) is deemed amended such that the filing of a
Registration Statement with the SEC with respect to Registrable Securities which
are Additional Warrants Shares shall be required to be made by the Company not
later than 45 days after the date the Additional Warrants are first issued.
2. EFFECTIVENESS OF THIS AMENDMENT. This Amendment shall become
effective on the date and time when the Additional Warrants are issued and
delivered to the Initial Investor in accordance with the Waiver Agreement.
3. CONFIRMATION OF REGISTRATION RIGHTS AGREEMENT. Except as expressly
amended by this Amendment, all of the terms and provisions of the Registration
Rights Agreement shall remain in full force and effect in accordance with its
terms.
4. MISCELLANEOUS. (a) Capitalized terms used in this Amendment and
defined herein shall have the respective meanings provided herein. Capitalized
terms used in this Amendment and not otherwise defined in this Amendment shall
have the respective meanings provided in the Registration Rights Agreement.
(b) This Amendment may be executed in any number of counterparts and
by different parties hereto on separate counterparts, each of which counterparts
when so executed and delivered, shall be deemed to be an original and all of
which counterparts, taken together, shall constitute but one and the same
instrument. This Amendment may be executed and delivered by a party by a
telephone line facsimile transmission bearing a signature on behalf of such
party transmitted by such party to the other party.
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IN WITNESS WHEREOF, the parties have caused this Amendment to be duly
executed by their respective officers thereunto duly authorized as of day and
year first above written.
V-ONE CORPORATION
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Senior Vice President
and Chief Financial Officer
ADVANTAGE FUND II LTD.
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
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Inter Carribbean Services Ltd.
Secretary