Exhibit 10.20
AMENDMENT NO. 2 TO SERIES E PREFERRED STOCK PURCHASE AGREEMENT
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This Amendment No. 2 (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," as amended by that certain Amendment No. 1 to the
Original Agreement dated as of June 19, 1996, is made as of September 26, 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.
THE PARTIES HEREBY AGREE AS FOLLOWS:
1. Section 1.5, which currently reads as follows:
"1.5 Additional Investors and Subscription Amounts. The Company
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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."
shall be amended in its entirety to read as follows:
"1.5 Additional Investors and Subscription Amounts. The Company
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may, until December 31, 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."
2. 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.
3. Except as specifically provided herein, the Original Agreement shall
remain in full force and effect.
[REST OF PAGE LEFT INTENTIONALLY BLANK]
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IN WITNESS WHEREOF, the parties have executed this Amendment No. 1 as of
the Effective Date.
PRODUCTION GROUP INTERNATIONAL, INC.
By:
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Mark N. Sirangelo, President
Address: One Courthouse Metro
Suite 200
2200 Wilson Boulevard
Arlington, Virginia 22201
SIGNATURE PAGE TO AMENDMENT NO. 2 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:
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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:
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Peter C. Wendell
General Partner
Address: 3000 Sand Hill Road, Bldg 4, Suite 210
Menlo Park, California 94025
SIGNATURE PAGE TO AMENDMENT NO. 2 TO
SERIES E PREFERRED STOCK PURCHASE AGREEMENT
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:
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Name:
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Title:
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Address: One Mellon Bank Center
Pittsburgh, PA 15258-0001
SIGNATURE PAGE TO AMENDMENT NO. 2 TO
SERIES E PREFERRED STOCK PURCHASE AGREEMENT
WLD/LAMONT PARTNERS
By:
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Douglas S. Luke
General Partner
Address: One E. Broward Blvd.
Suite 1101
Ft. Lauderdale, FL 33301
SIGNATURE PAGE TO AMENDMENT NO. 2 TO
SERIES E PREFERRED STOCK PURCHASE AGREEMENT
SCHEDULE A
SCHEDULE OF INVESTORS
Series E Preferred Stock
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Number of Shares
of Series E
Name and Address Preferred Stock
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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 633,474
ABS Employees' Venture Fund, L.P. 55,151
TOTAL 1,796,407
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