Exhibit 10.7.1
FIRST AMENDMENT TO
REGISTRATION AGREEMENT
This First Amendment to the Registration Agreement (this "Amendment") is
entered into as of October 7, 1998, by and between The Productivity Fund III,
L.P., a Delaware limited partnership (the "Productivity Fund"), Environmental
Private Equity Fund II, L.P., a Delaware limited partnership (the "Environmental
Private Equity Fund"), Mark Koulogeorge, Warburg, Pincus Equity Partners, L.P.
("WPEP") (all such persons listed on the Schedule of Purchasers attached hereto,
and collectively referred to herein as the "Purchasers" and individually as a
"Purchaser") and The Cobalt Group, Inc., a Washington corporation (the
"Company").
RECITALS
A. The Company, The Productivity Fund, the Environmental Private
Equity Fund and Mark Koulogeorge are parties to a Registration Agreement, dated
as of February 28, 1997 (the "Agreement").
B. The Company and WPEP have entered into a Purchase Agreement, of
even date herewith (the "Series B Purchase Agreement"). All capitalized terms
used herein and not defined shall have the meaning set forth in the Agreement.
C. The Company and the Purchasers desire to amend the Agreement to
induce WPEP to enter into the Series B Purchase Agreement.
AGREEMENT
1. AMENDMENT TO PARAGRAPH 1(a). The first sentence of Paragraph
1(a) is hereby amended to insert October 1, 2000," in the place of "the second
anniversary of the date hereof."
2. AMENDMENT TO PARAGRAPH 1(g). The first sentence of Paragraph
1(g) is hereby amended to read as follows:
"'Registrable Securities' means (i) any Series A Preferred Stock
issued pursuant to the Purchase Agreement, (ii) any Series B
Preferred Stock issued pursuant to the Series B Purchase
Agreement, (ii) any Common Stock issued upon the conversion of
any Series A Preferred Stock issued pursuant to the Purchase
Agreement, (iv) any Common Stock issued upon the conversion of
any Series B Preferred Stock issued pursuant to the Series B
Purchase Agreement, and (v) any Common Stock issued or issuable
with respect to the securities referred to in clauses (i), (ii),
(iii) and (iv) by way of a stock dividend or stock split or in
connection with a combination of shares, recapitalization,
merger, consolidation or other reorganization."
The last sentence of Paragraph 1(g) is hereby amended to read as
follows:
"Unless otherwise stated, other capitalized terms contained
herein shall have the meanings set forth in the Series B Purchase
Agreement."
3. AMENDMENT TO PARAGRAPH 8(e). Paragraph 8(e) is hereby amended to
insert "the Series B Purchase Agreement" in the place of "the Purchase
Agreement."
4. NO OTHER AMENDMENTS. Except as expressly amended as set forth
above, the Registration Agreement shall remain in full force and effect in
accordance with its terms.
IN WITNESS WHEREOF, the parties hereto have executed this First
Amendment on the date first written above.
THE COBALT GROUP, INC.
By:
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Name:
-----------------------------
Title:
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WARBURG, PINCUS EQUITY PARTNERS, L.P.
By: Warburg, Pincus & Co., Inc.
Its: General Partner
By:
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Joseph P. Landy, Partner
THE PRODUCTIVITY FUND III, L.P., a
Delaware limited partnership
By: First Analysis Management
Company III, L.L.C.,
Its: General Partner
By:
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Its:
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ENVIRONMENTAL PRIVATE EQUITY FUND II,
L.P., a Delaware limited partnership
By: Environmental Private
Equity Management II, L.P.
Its: General Partner
By: First Analysis EPEF
Management Company II, a
General Partner
By: First Analysis Corporation,
a General Partner
By:
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Mark Koulogeorge
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Mark Koulogeorge
SCHEDULE OF PURCHASERS
NUMBER OF SHARES
OF PREFERRED STOCK
NAME AND ADDRESS
Warburg, Pincus Equity Partners, L.P. Series A: 788,004
466 Lexington Avenue Series B: 1,858,100
New York, NY 10017 Series B-1: 5,118,091
The Productivity Fund III, L.P. Series A: 507,580
The Sears Tower Series B: 0
Suite 9500 Series B-1: 0
233 South Wacker Drive
Chicago, IL 60606
Environmental Private Equity Fund II, L.P. Series A: 697,924
The Sears Tower Series B: 0
Suite 9500 Series B-1: 0
233 South Wacker Drive
Chicago, IL 60606
Mark Koulogeorge Series A: 112,774
The Sears Tower Series B: 0
Suite 9500 Series B-1: 0
233 South Wacker Drive
Chicago, IL 60606