EXHIBIT 10.56
▇▇▇▇▇.▇▇▇, INC.
AMENDMENT NO. 1 TO
AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT
This Amendment No. 1 (the "Amendment") to the Amended and Restated
Investor Rights Agreement dated as of February 9, 1998 (the "Agreement") is made
as of this 9th day of April, 1999 by and among ▇▇▇▇▇.▇▇▇, Inc. (formerly COMPS
Infosystems, Inc.), a Delaware corporation (the "Company"), each of the
individuals and entities listed on Schedule A to the Agreement (the "Existing
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Purchasers"), and the entity listed as New Purchaser on the signature page to
this Amendment (the "New Purchaser"). Capitalized terms used herein which are
not defined herein shall have the definition ascribed to them in the Agreement.
RECITALS
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A. Pursuant to that certain Loan and Security Agreement dated as of April
9, 1999 (the "Loan Agreement") between the Company and the New Purchaser, the
New Purchaser has agreed to extend credit to the Company.
B. In connection with the Loan Agreement, the Company desires to sell to
the New Purchaser that certain Warrant dated as of April 9, 1999 to Purchase
Stock to purchase shares of the Company's Series A Preferred Stock and that
certain Warrant dated as of April 9, 1999 to Purchase Stock to purchase shares
of the Company's Series B Preferred Stock (collectively, the "Warrants").
C. The Existing Purchasers desire for the New Purchaser to extend credit
to the Company pursuant to the terms of the Loan Agreement and, as a condition
thereof and to induce the New Purchaser to extend such credit, the Existing
Purchasers and the Company are willing to enter into this Amendment to permit
the New Purchaser to become a party to the Agreement.
In consideration of the foregoing and the promises and covenants
contained herein and other good and valuable consideration the receipt of which
is hereby acknowledged, the parties hereto agree as follows:
1. ADDITIONAL PARTY TO THE AGREEMENT.
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The New Purchaser hereby enters into and becomes a party to the
Agreement as if such New Purchaser had originally executed the signature page to
the Agreement and appeared on Schedule A thereto.
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2. AMENDMENTS TO AGREEMENT.
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The New Purchaser and the Existing Purchasers are collectively
referred to as the "Purchasers" for the purposes of the Agreement.
3. WAIVER AND CONSENT.
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Each Existing Purchaser, pursuant to any rights such Existing
Purchaser may have under the Agreement, hereby, on behalf of itself and the
other Purchasers under the Agreement, (a) waives all rights under, and any
notice required by, Article III of the Agreement relating to any rights to
purchase or rights of first offer with respect to the sale of the Warrants, (b)
consents to adding the New Purchaser as a party to the Agreement, and (c)
consents to the registration rights hereby provided to the New Purchaser, which
consent is given pursuant to Article II, Section K of the Agreement.
4. EFFECT OF AMENDMENT.
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Except as amended and set forth above, the Agreement shall continue in
full force and effect.
5. COUNTERPARTS.
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This Amendment may be executed in any number of counterparts, each
which will be deemed an original, and all of which together shall constitute one
instrument.
6. SEVERABILITY.
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If one or more provisions of this Amendment are held to be
unenforceable under applicable law, such provision shall be excluded from this
Amendment and the balance of the Amendment shall be interpreted as if such
provision were so excluded and shall be enforceable in accordance with its
terms.
7. ENTIRE AGREEMENT.
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This Amendment, together with the Agreement, constitutes the full and
entire understanding and agreement between the parties with regard to the
subjects hereof and thereof.
8. GOVERNING LAW.
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This Amendment shall be governed by and construed under the laws of
the State of California as applied to agreements among California residents
entered into and to be performed entirely within California.
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This Amendment is hereby executed as of the date first above written.
THE COMPANY: ▇▇▇▇▇.▇▇▇, INC., a Delaware corporation
By: /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, President and
Chief Executive Officer
Address: ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
EXISTING PURCHASERS: SUMMIT VENTURES III, L.P.
By: Summit Partners III, L.P.,
its General Partner
By: Stamps, ▇▇▇▇▇▇▇ & Co. III,
its General Partner
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇, General Partner
Address: ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
SUMMIT INVESTORS II, L.P.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇, General Partner
Address: ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
/s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, in his
individual capacity
Address: c/o ▇▇▇▇▇.▇▇▇, Inc.
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇▇▇▇▇, in his individual
capacity
Address: c/o ▇▇▇▇▇.▇▇▇, Inc.
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
NEW PURCHASER: SILICON VALLEY BANK
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, Vice President
Address: ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇