Initial Public Offering (IPO): Registration Statement (General Form) — Form S-1
Filing Table of Contents
Document/Exhibit Description Pages Size
1: S-1 Registration Statement (General Form) 146 767K
2: EX-3.1 Restated Certificate of Incorporation 29 135K
3: EX-3.3 By-Laws of the Registrant 16 79K
4: EX-10.1 1997 Stock Option Plan 13 55K
13: EX-10.10 Form of Option Stockholders Agreement 9 48K
14: EX-10.11 Stock Purchase Agreement Dated March 9, 1998 39 183K
15: EX-10.12 Stock Purchase Agreement Dated September 9, 1998 24 114K
16: EX-10.13 Stock and Warrant Purchase Agreement 31 143K
17: EX-10.14 Stock Purchase Agreement Dated May 17, 2000 22 118K
18: EX-10.15 Stock Purchase Agreement Dated May 17, 2000 29 161K
19: EX-10.16 Form of Warrant Delivered to the Purchasers 18 80K
20: EX-10.17 Shareholder Agreement 27 65K
21: EX-10.18 Amendment to Shareholders Agreement 4 30K
22: EX-10.19 Amended and Restated Shareholders Agreement 13 69K
5: EX-10.2 1999 Stock Option Plan 12 55K
23: EX-10.20 Walker and Jaeckle Shareholder Agreement 15 43K
24: EX-10.21 Stock Option Agreement 5 38K
25: EX-10.22 Amended and Restated Stockholders Agreement 46 188K
26: EX-10.23 Amend. #1 to Amended & Restated Stockholders Agmt 5 27K
27: EX-10.24 Amend #2 Waiver of Amended & Restated Stockholders 5 28K
28: EX-10.25 2nd Amended & Restated Stockholders Agmt 43 211K
29: EX-10.26 Amended & Restated Registration Rights Agmt 38 137K
30: EX-10.27 Amend #1 to Amended & Restated Registration Rights 4 28K
31: EX-10.28 2nd Amended & Restated Registration Rights 29 130K
32: EX-10.29 Indemnification Agreement 11 43K
6: EX-10.3 2000 Stock Incentive Plan 7 45K
33: EX-10.31 Guarantee Signed by Time, Inc. 1 17K
34: EX-10.32 Letter Agreement 3 24K
35: EX-10.33 Consulting Agreement 9 45K
36: EX-10.34 Employment Agreement 4 27K
37: EX-10.35 Letter Agreement 3 25K
38: EX-10.36 Employment Agreement 2 23K
39: EX-10.37 Subordinated Promissory Note 3 25K
40: EX-10.38 Subordinated Promissory Note 3 25K
41: EX-10.39 Subordinated Promissory Note 3 25K
7: EX-10.4 Form of Non-Qualified Stock Option Agreement 3 26K
42: EX-10.40 Subordinated Promissory Note 3 25K
43: EX-10.41 Promissory Note 2 20K
44: EX-10.42 Promissory Note 2 20K
45: EX-10.43 Promissory Note 2 20K
46: EX-10.44 Promissory Note 2 20K
47: EX-10.45 Promissory Note 2 20K
48: EX-10.46 Promissory Note 2 20K
49: EX-10.47 Loan Exchange Agreement 5 28K
50: EX-10.48 Revolving Promissory Note 3 25K
51: EX-10.49 Credit Agreement 47 170K
8: EX-10.5 Form of Option Shareholders Agreement 15 46K
52: EX-10.50 Promissory Note 3 21K
53: EX-10.51 Promissory Note 3 22K
54: EX-10.52 Lease 80 323K
55: EX-10.53 Lease 64 277K
56: EX-10.54 Settlement Agreement 8 51K
57: EX-10.55 Sales Representative Agreement 18 59K
58: EX-10.56 Limited Liability Company Agreement 25 102K
59: EX-10.59 Letter Agreement 2 20K
9: EX-10.6 Form of Non-Qualified Stock Option Agreement 3 26K
60: EX-10.60 Master Agreement 13 69K
61: EX-10.61 Revolving Promissory Note 4 25K
10: EX-10.7 Form of Option Shareholders Agreement 10 43K
11: EX-10.8 Form of Nonstatutory Stock Option Agreement 6 35K
12: EX-10.9 Form of Incentive Stock Option Agreement 6 35K
62: EX-16.1 Letter Regarding Change in Certifying Accountant 1 16K
63: EX-21.1 Subsidiaries of the Registrant 1 15K
64: EX-23.1 Consent of Arthur Andersen LLP 1 15K
65: EX-27.1 Financial Data Schedule 2 18K
EX-10.24 — Amend #2 Waiver of Amended & Restated Stockholders
| EX-10.24 | 1st Page of 5 | TOC | ↑Top | Previous | Next | ↓Bottom | Just 1st |
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Exhibit 10.24
AMENDMENT NO. 2 TO
AND WAIVER OF
AMENDED AND RESTATED STOCKHOLDERS AGREEMENT
THIS AMENDMENT NO. 2 TO AND WAIVER OF AMENDED AND RESTATED STOCKHOLDERS
AGREEMENT (the "Amendment") is entered into as of June 23, 2000 by and among
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Synapse Group, Inc., a Delaware corporation (the "Company"); General Atlantic
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Partners 46, L.P., a Delaware limited partnership ("GAP LP"); General Atlantic
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Partners 49, L.P., a Delaware limited partnership ("GAP 49"); General Atlantic
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Partners 60, L.P., a Delaware limited partnership ("GAP 60"); GAP Coinvestment
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Partners, L.P., a New York limited partnership ("GAP Coinvestment"); GAP
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Coinvestment Partners II, L.P., a Delaware limited partnership ("GAP
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Coinvestment II") (GAP LP, GAP 49, GAP 60, GAP Coinvestment and GAP Coinvestment
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II are referred to collectively as the "General Atlantic Stockholders"); Michael
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Loeb ("Loeb"); The Loeb Family Limited Partnership (the "Loeb Partnership"), Jay
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Walker ("Walker"); The Jay S. Walker Irrevocable Credit Trust (the "Walker
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Trust") (Loeb, the Loeb Partnership, Walker and the Walker Trust are referred to
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collectively as the "Major Stockholders") (the Company, the General Atlantic
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Stockholders and the Major Stockholders are referred to collectively herein as
the "Parties"); and Richard Braddock ("Braddock").
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WHEREAS, the Parties are parties to that Amended and Restated Stockholders
Agreement, dated January 12, 2000, among each of the Parties and the other
stockholders listed on Schedule 1 thereto, as amended by that Amendment No. 1 to
Amended and Restated Stockholders Agreement dated as of March 20, 2000 (as
amended, the "Stockholders Agreement");
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WHEREAS, this Amendment is being entered into in connection with that Stock
Purchase Agreement, dated May 17, 2000, between the Company and Braddock,
pursuant to which the Company is selling shares of its Class B Common Stock, par
value $0.001 per share (the "Purchased Shares"), to Braddock;
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WHEREAS, the Parties desire to add Braddock as a party to the Stockholders
Agreement and to waive certain rights arising under the Stockholders Agreement
in connection with the sale of the Purchased Shares to Braddock;
WHEREAS, pursuant to Section 9.3(b) of the Stockholders Agreement, the
Parties may amend and waive the terms of the Stockholders Agreement and the
Parties desire to do so as set forth herein; and
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, and with the specific intent to be
bound hereby, the Parties hereby agree as follows:
1
1. Amendment and Waiver of Stockholders Agreement.
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1.1 Amendment. Braddock is hereby added as a party to the Stockholders
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Agreement as an "Other Investor." Braddock shall execute and deliver to the
Company an Acknowledgement and Agreement attached as Exhibit C-2 to the
Stockholders Agreement.
1.2 Waiver. The Parties, on behalf of all of the Stockholders, hereby
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waive any and all of its or their respective rights under the Stockholders
Agreement with respect to the issuance by the Company to Braddock of the
Purchased Shares.
2. Effect on Stockholders Agreement. Except as amended by this Amendment, the
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Stockholders Agreement shall remain in full force and effect. After the date of
this Amendment, every reference in the Stockholders Agreement to "this
Agreement" shall mean the Stockholders Agreement as amended by this Amendment.
3. Miscellaneous.
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3.1 No Third Party Beneficiaries. This Amendment shall not confer any
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rights or remedies upon any person other than the Parties and their respective
successors and permitted assigns.
3.2 Succession and Assignment. This Amendment shall be binding upon and
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inure to the benefit of the Parties named herein and their respective successors
and permitted assigns. No Party may assign either this Amendment or any of its
rights, interests or obligations hereunder without the prior written approval of
the other Parties.
3.3 Counterparts and Facsimile Signature. This Amendment may be executed
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in two or more counterparts, each of which shall be deemed an original but all
of which together shall constitute one and the same instrument. This Amendment
may be executed by facsimile signature.
3.4 Headings. The section headings contained in this Amendment are
--------
inserted for convenience only and shall not affect in any way the meaning or
interpretation of this Amendment.
3.5 GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN
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ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE
PRINCIPLES OF CONFLICTS OF LAW OF ANY JURISDICTION.
3.6 Construction.
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(a) The language used in this Amendment shall be deemed to be the
language chosen by the Parties to express their mutual intent, and no rule of
strict construction shall be applied against any Party.
2
(b) Any reference to any federal, state, local or foreign statute or
law shall be deemed also to refer to all rules and regulations promulgated
thereunder, unless the context requires otherwise.
[Remainder of page intentionally left blank.]
3
IN WITNESS WHEREOF, the undersigned have executed, or have cause to be
executed, this Waiver on the date first written above.
SYNAPSE GROUP, INC.
By: /s/ Michael R. Loeb
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Name: Michael Loeb
Title: President
GENERAL ATLANTIC PARTNERS 46, L.P.
By: GENERAL ATLANTIC PARTNERS, LLC,
its General Partner
By: /s/ Steven A. Denning
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Name: Steven A. Denning
Title: A Managing Member
GENERAL ATLANTIC PARTNERS 49, L.P.
By: GENERAL ATLANTIC PARTNERS, LLC,
its General Partner
By: /s/ Steven A. Denning
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Name: Steven A. Denning
Title: A Managing Member
GENERAL ATLANTIC PARTNERS 60, L.P.
By: GENERAL ATLANTIC PARTNERS, LLC,
its General Partner
By: /s/ Steven A. Denning
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Name: Steven A. Denning
Title: A Managing Member
4
GAP COINVESTMENT PARTNERS, L.P.
By: /s/ Steven A. Denning
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Name: Steven A. Denning
Title: A General Partner
GAP COINVESTMENT PARTNERS II, L.P.
By: /s/ Steven A. Denning
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Name: Steven A. Denning
Title: A General Partner
/s/ Michael R. Loeb
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MICHAEL LOEB
THE LOEB FAMILY LIMITED PARTNERSHIP
By: /s/Michael R. Loeb
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Michael Loeb, General Partner
/s/ Jay Walker
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JAY WALKER
THE JAY S. WALKER IRREVOCABLE CREDIT TRUST
By: /s/ Harry E. Peden III
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Harry E. Peden III, Trustee
By: /s/ Eileen Walker
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Eileen Walker, Trustee
/s/ Richard Braddock
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RICHARD BRADDOCK
5
Dates Referenced Herein
| Referenced-On Page |
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| This ‘S-1’ Filing | | Date | | First | | Last | | | Other Filings |
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| |  |
| Filed on: | | 7/26/00 | | | | | | | None on these Dates |
| | 6/23/00 | | 1 |
| | 5/17/00 | | 1 |
| | 3/20/00 | | 1 |
| | 1/12/00 | | 1 |
| List all Filings |
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