EXHIBIT 2.7
FIRST AMENDMENT TO
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
THIS FIRST AMENDMENT TO AMENDED AND RESTATED REGISTRATION
RIGHTS AGREEMENT (this "First Amendment") is made and entered into as of
February 14, 2005, by and between ▇▇▇▇▇▇▇.▇▇▇, Inc., a Delaware corporation
(the "Company"), GAP Coinvestment Partners II, L.P., a Delaware limited
partnership ("GAP Coinvestment"), GapStar, LLC, a Delaware limited liability
company ("GapStar"), General Atlantic Partners 74, L.P., a Delaware limited
partnership ("GAP LP") (GAP Coinvestment, GapStar, and GAP LP are collectively
referred to hereinafter as the "General Atlantic Stockholders"), and
International Capital Partners, Inc., Profit Sharing Trust, a Connecticut
corporation ("ICP") (the General Atlantic Stockholders and ICP are hereinafter
referred to as the "Stockholders").
RECITALS
WHEREAS, the Company and the Stockholders (collectively, the
"Parties") previously entered into that certain Amended and Restated
Registration Rights Agreement dated as of March 15, 2002 (the "Registration
Rights Agreement"), pursuant to which the Company granted to Stockholders
certain registration rights in connection with the Company's securities
offerings; and
WHEREAS, Section 10.(d) of the Registration Rights Agreement
provides that, among other things, the Agreement may not be amended, modified or
supplemented except by a written instrument executed by each of the Company and
the Stockholders; and
WHEREAS, the Company, MLB Advanced Media, L.P. ("Parent") and
MLBAM Acquisition Corp. ("Purchaser") have entered into Agreement and Plan of
Merger, dated as of February 14, 2005 (the "Merger Agreement"), pursuant to
which Purchaser will commence the Offer (as such term is defined in the Merger
Agreement), and, upon consummation of the Offer and satisfaction of certain
other conditions set forth in the Merger Agreement, consummate the Merger (as
such term is defined in the Merger Agreement); and
WHEREAS, the General Atlantic Stockholders, Parent and
Purchaser have entered into a Securities Purchase Agreement, dated as of the
date hereof, pursuant to which the General Atlantic Stockholders have agreed to
sell their shares of preferred stock and warrants of the Company to the
Purchaser; and
WHEREAS, the General Atlantic Stockholders, Parent and
Purchaser have entered into a Stockholder Agreement, dated as of the date
hereof, pursuant to which the General Atlantic Stockholders have agreed to
tender their shares of common stock of the Company to the Purchaser in
accordance with the terms of the Offer; and
WHEREAS, ICP, Parent and Purchaser have entered into a
Stockholder Agreement, dated as of the date hereof, pursuant to which ICP has
agreed to tender its shares of common stock of the Company to the Purchaser in
accordance with the terms of the Offer; and
WHEREAS, the Parties now wish to amend certain provisions of
the Registration Rights Agreement as set forth below in this First Amendment.
AMENDMENT
NOW, THEREFORE, in consideration of the foregoing and the
mutual covenants and agreements herein contained, and for other good and
valuable consideration, the receipt and sufficiency of which the Parties hereby
acknowledge, the Parties agree as follows:
ARTICLE I.
DEFINITIONS
All capitalized terms used in this First Amendment and not
specifically defined herein shall have the meaning ascribed to such terms in the
Registration Rights Agreement.
ARTICLE II.
AMENDED AND RESTATED TERMS
The Parties hereby agree to amend the Registration Rights
Agreement by adding the following new Section 11:
"11. Termination. This Agreement shall terminate and be of no
further force or effect upon consummation of the Offer (as such term is defined
in that certain Agreement and Plan of Merger, dated as of February 14, 2005, by
and among the Company, MLB Advanced Media, L.P. and MLBAM Acquisition Corp.)."
ARTICLE III.
COUNTERPARTS
This First Amendment may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
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IN WITNESS WHEREOF, the Parties have executed this First
Amendment effective as of the date first written above.
▇▇▇▇▇▇▇.▇▇▇, INC.,
a Delaware corporation
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Title: Chief Executive Officer
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GAP COINVESTMENT PARTNERS II, L.P.,
a Delaware limited partnership
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Title: A General Partner
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INTERNATIONAL PARTNERS INC., PROFIT SHARING,
a Connecticut corporation
By: /s/ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇. ▇▇▇▇▇▇▇▇
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Title: Trustee
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GENERAL.ATLANTIC PARTNERS 74, L.P.,
a Delaware limited partnership
By: General Atlantic Partners, LLC,
its General Partner
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Title: A Managing Member
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GAPSTAR, LLC,
a Delaware limited liability company
By: General Atlantic Partners, LLC, its sole member
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Title: A Managing Member
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