Exhibit 10.19
AMENDMENT NO. 1 TO SERIES E PREFERRED STOCK PURCHASE AGREEMENT
--------------------------------------------------------------
This Amendment No. 1 (the "Amendment") to that certain Series E Preferred
Stock Purchase Agreement (the "Original Agreement") dated as of February 22,
1996 by and among Production Group International, Inc., a Virginia corporation
(the "Company"), and the investors listed on Schedule A thereto, each of which
is herein referred to as a "Prior Series E Investor" and collectively as the
"Prior Series E Investors," is made as of June 19, 1996 (the "Effective Date")
by and among the Company and the Prior Series E Investors that have executed
this Amendment (collectively, the "Amending Investors"). Capitalized terms not
otherwise defined in this Amendment shall have the meaning set forth in the
Original Agreement.
WHEREAS, the Amending Investors hold a majority of the Common Stock issued or
issuable upon conversion of the Series E Preferred Stock; and
WHEREAS, the Company and the Amending Investors desire to amend the Original
Agreement; and
WHEREAS, the Amending Investors constitute the holders of at least 60% of the
outstanding securities held by "Investors" and "Prior Investors" as defined for
purposes of that certain Second Restated Investors' Rights Agreement (the
"Rights Agreement") dated as of February 22, 1996 between the Company and the
parties thereto.
THE PARTIES HEREBY AGREE AS FOLLOWS:
1. Section 1.3(d), which currently reads as follows:
"(d) in the event that such put option is exercised for less than
the total number of shares of Series E Preferred Stock set forth on
Schedule A hereto, such put option shall be exercised with respect to
each Investor on a pro-rata basis;"
shall be amended in its entirety to read as follows:
"(d) in the event that such put option is exercised for less than
the total number of shares of Series E Preferred Stock set forth on
Schedule A hereto, such put option shall be exercised with respect to
each Investor on a pro-rata basis, based upon the number of shares of
Series E Preferred Stock set forth opposite each Investor's name, less
the number of shares of Series E Preferred Stock previously purchased
by such Investor pursuant to Sections 1.2 or 1.3;"
2. Section 1.5, which currently reads as follows:
"1.5 Additional Investors. The Company may, until sixty (60)
--------------------
days after the Effective Date, add new parties to this Agreement,
provided, that (a) such new
parties execute signature pages to this Agreement and the other
agreements referenced herein, and are subject to the terms and
conditions of this Agreement and the other agreements referenced
herein and shall be deemed an "Investor" for purposes of this
Agreement; (b) Schedule A is amended accordingly; (c) the Company
promptly notifies each Investor of such new party or parties and
concurrently distributes an amended Schedule A; and (d) the aggregate
amount of shares of additional Series E Preferred Stock represented by
such new parties does not exceed 598,804 shares."
shall be amended in its entirety to read as follows:
"1.5 Additional Investors and Subscription Amounts. The Company
---------------------------------------------
may, until June 30, 1996, either add new parties to this Agreement, or
agree with an Investor to increase the number of shares of Series E
Preferred Stock set forth opposite such Investor's name, provided,
that (a) in the event a new party is added to this Agreement, such new
party executes signature pages to this Agreement and the other
agreements referenced herein, and is subject to the terms and
conditions of this Agreement and the other agreements referenced
herein and shall be deemed an "Investor" for purposes of this
Agreement; (b) in the event the number of shares of Series E
Preferred Stock for an Investor is increased, the Company and such
Investor both execute a written document documenting such increase,
(c) in either event, Schedule A is amended accordingly; (c) in either
event, the Company promptly notifies each Investor of such new party
or parties or such increase for an existing Investor and concurrently
distributes an amended Schedule A; and (d) the aggregate amount of
shares of Series E Preferred Stock set forth on Schedule A and
available to be sold pursuant to this Agreement does not exceed
1,796,407 shares."
3. Schedule A to the Original Agreement is hereby amended in its
entirety as of the date hereof to read as set forth in Schedule A attached
hereto.
4. The Amending Investors hereby waive the provisions of Section 2
of the Rights Agreement with respect to any additional issuances of Series E
Preferred Stock pursuant to the Original Agreement and any amendments thereto,
including without limitation, pursuant to this Amendment. Such waiver also
includes waiver of the notice provisions in such Section 2.
5. Except as specifically provided herein, the Original Agreement
shall remain in full force and effect.
[REST OF PAGE LEFT INTENTIONALLY BLANK]
-2-
IN WITNESS WHEREOF, the parties have executed this Amendment No. 1 as of
the Effective Date.
PRODUCTION GROUP INTERNATIONAL, INC.
By:
---------------------------------
Mark N. Sirangelo, President
Address: One Courthouse Metro
Suite 200
2200 Wilson Boulevard
Arlington, Virginia 22201
MELLON BANK, N.A., solely in its capacity as
Trustee for the First Plaza Group Trust (as
directed by General Motors Investment Management
Corporation), and not in its individual capacity
By:
---------------------------------------------
Name:
-------------------------------------------
Title:
------------------------------------------
Address: One Mellon Bank Center
Pittsburgh, PA 15258-0001
SIGNATURE PAGE TO AMENDMENT NO. 1 TO
SERIES E PREFERRED STOCK PURCHASE AGREEMENT
SIERRA VENTURES IV, a
California Limited Partnership
By its General Partner,
SV ASSOCIATES IV, L.P., a California Limited
Partnership
By:
-----------------------------------------
Peter C. Wendell
General Partner
Address: 3000 Sand Hill Road, Bldg 4, Suite 210
Menlo Park, California 94025
SIERRA VENTURES IV INTERNATIONAL, a California
Limited Partnership
By its General Partner,
SV ASSOCIATES IV, L.P., a California Limited
Partnership
By:
-----------------------------------------
Peter C. Wendell
General Partner
Address: 3000 Sand Hill Road, Bldg 4, Suite 210
Menlo Park, California 94025
SIGNATURE PAGE TO AMENDMENT NO. 1 TO
SERIES E PREFERRED STOCK PURCHASE AGREEMENT
MERIFIN CAPITAL N.V.
By: Finabel S.A., Managing Director
By:
---------------------------------------
Name:
-------------------------------------
Title:
------------------------------------
Address: c/o Finabel S.A.
254 Route de Lausanne
CH-1292 Geneva, Chambesy, Switzerland
Attn: Guillaume de Rham
With a copy to: Merifin Capital
200 Park Avenue, 25th Floor
New York, NY 10166
Attn: Christopher Wright
SIGNATURE PAGE TO AMENDMENT NO. 1 TO
SERIES E PREFERRED STOCK PURCHASE AGREEMENT
ORCHID & CO., nominee for T. Rowe Price Theshold
Fund III, L.P.
By: T. Rowe Price Threshold Fund
Associates, Inc.
General Partner
By:
-----------------------------------
Name:
---------------------------------
Title:
--------------------------------
Address: 100 East Pratt Street
Baltimore, Maryland 21202
SIGNATURE PAGE TO AMENDMENT NO. 1 TO
SERIES E PREFERRED STOCK PURCHASE AGREEMENT
TRIDENT CAPITAL PARTNERS FUND-I, L.P., a Limited
Partnership
By: TRIDENT CAPITAL, L.P., a Delaware Limited
Partnership
Title: General Partner
By: TRIDENT CAPITAL, INC.
Title: General Partner
By:
---------------------------
Robert C. McCormack
Address: 2480 Sand Hill Road, Suite 201
Menlo Park, California 94025
190 South La Salle Street, Suite 2760
Chicago, Illinois 60603
SIGNATURE PAGE TO AMENDMENT NO. 1 TO
SERIES E PREFERRED STOCK PURCHASE AGREEMENT
TRIDENT CAPITAL PARTNERS FUND-I, C.V., a
Netherlands Antilles Limited Partnership
By: TRIDENT CAPITAL, L.P., a Delaware Limited
Partnership
Title: Investment General Partner
By: TRIDENT CAPITAL, INC.
Title: General Partner
By:
--------------------------------------
Robert C. McCormack, Co-Chairman
Address: 2480 Sand Hill Road, Suite 201
Menlo Park, California 94025
190 South La Salle Street, Suite 2760
Chicago, Illinois 60603
SIGNATURE PAGE TO AMENDMENT NO. 1 TO
SERIES E PREFERRED STOCK PURCHASE AGREEMENT
MERCURY PARTNERS, LLC
By:
------------------------------
Bradley W. de Koning
Managing Director
Address: Mercury Partners, LLC
11100 Santa Monica Blvd.
Suite 2020
Los Angeles, CA 90025
SIGNATURE PAGE TO AMENDMENT NO. 1 TO
SERIES E PREFERRED STOCK PURCHASE AGREEMENT
------------------------------------------
Frederic C. Hamilton
Address: c/o The Hamilton Companies
1560 Broadway, Suite 2200
Denver, Colorado 80202
SIGNATURE PAGE TO AMENDMENT NO. 1 TO
SERIES E PREFERRED STOCK PURCHASE AGREEMENT
WLD/LAMONT PARTNERS
By:
-----------------------------------
Douglas S. Luke
General Partner
Address: One E. Broward Blvd.
Suite 1101
Ft. Lauderdale, FL 33301
SIGNATURE PAGE TO AMENDMENT NO. 1 TO
SERIES E PREFERRED STOCK PURCHASE AGREEMENT
SCHEDULE A
SCHEDULE OF INVESTORS
Series E Preferred Stock
------------------------
Number of Shares
of Series E
Name and Address Preferred Stock
---------------- ---------------
Mellon Bank, N.A., as Trustee 479,042
for First Plaza Group Trust
Sierra Ventures IV, L.P. 201,511
Sierra Ventures IV International 8,069
Merifin Capital N.V. 119,760
Orchid & Co. 59,880
Trident Capital 49,991
Partners Fund-I, L.P.
Trident Capital 9,889
Partners Fund-I, C.V.
Michael P. Galvin 1994 Trust 59,880
Mercury Partners, LLC 59,880
Frederic C. Hamilton 59,880
WLD/Lamont Partners 479,042
ABS Employees' Venture Fund, L.P. 55,151
TOTAL 1,641,975