EXHIBIT 10.5
AMENDMENT NO. 1
TO THE
REGISTRATION RIGHTS AGREEMENT
Reference is made to that certain Registration Rights Agreement (the
"Agreement") entered into as of July 20, 2001, by and among MetaSolv, Inc., a
Delaware corporation (the "Company"), each of the persons identified on Exhibit
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A attached thereto (together with each assignee pursuant to Section 6(c)
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thereof, collectively the "Shareholders") and Joseph Hatchuel, acting as the
representative for each Shareholder thereunder (the "Shareholders'
Representative"). This Amendment No. 1 to the Registration Rights Agreement
(this "Amendment") is entered into as of August 2, 2001, by and among the
Company and the Shareholders' Representative.
RECITALS:
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A. The Company and the Shareholders' Representative, acting on behalf of
each Shareholder, wish to enter into this Amendment to amend and restate Section
2 of the Agreement in its entirety.
B. Pursuant to those certain Powers of Attorney executed by each
Shareholder of various dates falling in June and July 2001, each Shareholder has
authorized the Shareholders' Representative to execute, deliver and perform this
Amendment on such Shareholder's behalf.
NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree as follows:
AGREEMENTS:
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1. The parties hereto agree that Section 2 of the Agreement shall be
amended and restated in its entirety to read as follows:
"2. Registration Statement. Within 15 Business Days (as defined in
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the Purchase Agreement) after the date hereof, the Company shall file a
"shelf" registration statement on an appropriate form pursuant to Rule 415
under the Securities Act (the "Registration Statement") with respect to the
sale of all of the Registrable Securities and any other shares of Common
Stock or other securities of the Company that the Company, in its sole
discretion, elects to include therein. The Company shall use all
commercially reasonable efforts to have the Registration Statement declared
effective by the Commission under the Securities Act concurrently with the
delivery of any such shares of Common Stock and to keep the Registration
Statement effective for a period of five years following the date thereof.
The Company further agrees, if necessary, to supplement or make amendments
to the Registration Statement, if required by the registration form used by
the Company for the Registration Statement, the
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instructions applicable to such registration form, the Securities Act or
the rules and regulations thereunder."
2. The parties hereto agree that, except as set forth above in paragraph
1, the Agreement shall remain unaffected and in full force and effect.
3. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF DELAWARE, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OR
CHOICE OF LAW.
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of
the date first above written.
METASOLV, INC.
By:
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Name:
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Title:
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SHAREHOLDERS' REPRESENTATIVE:
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Joseph Hatchuel
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