EX-10.48:



 



EXHIBIT 10.48




	 	 	 
	 
	 	 
	

	 	AMENDMENT AND JOINDER, dated as
	

	 	of April 6, 2005 (this “Amendment and
	

	 	Joinder”), to the Amended and Restated
	

	 	Registration Rights Agreement dated
	

	 	December 16, 2002 (the “Agreement”).
	

	 	among GREENFIELD ONLINE, INC., a
	

	 	Delaware corporation (the “Company”), and
	

	 	the Shareholders listed therein.






RECITALS




          In connection with the Purchase by the Company of all, or substantially all of the outstanding
shares of Ciao AG (“Ciao” and “Ciao Shares”), from the shareholders listed on the signature pages
thereto (the Ciao Shareholders”), pursuant to a certain Share Purchase Agreement (the Share
Purchase Agreement”), between the Company and the Ciao Shareholders dated April 6, 2005, the
Company has requested that the C-1 Shareholders agree to amend the Agreement to allow the Common
Shares received by the Ciao Shareholders in consideration of their Ciao Shares to join and be
subject to the Agreement as if such Common Shares were Series C-1 Shares and the holders thereof
were Series C-1 Shareholders. The C-1 Shareholders are willing to agree to such amendment and
joinder, but only on the terms and subject to the conditions set forth herein.




          NOW, THEREFORE, the parties hereto hereby agree as follows:




     Section 1. Defined Terms. Unless otherwise defined herein, capitalized terms shall be
accorded the definitions assigned to them in the Agreement.



     Section 2. Amendments to the Registration Rights Agreement.



          2.1. The definition of Series C-1 Shareholders is replaced in its entirety as follows:




          “Series C-1 Shareholders” means those Shareholders who purchased the Company’s Series
C-1 Convertible Participating Preferred Stock pursuant to the Purchase Agreement, and those
Shareholders who were issued Common Shares as partial consideration for their sale to the Company
of shares in Ciao AG, and continue to own Restricted Shares.




          2.2. The definition of Series C-1 Registrable Shares is replaced in its entirety as follows:




“Series C-1 Registrable Shares” means Restricted Shares that were converted into Common
Shares from the Company’s Series C-1 Convertible Participating Preferred Stock or Common Shares
issued by the Company in connection with a certain Share Purchase Agreement between the Company
and the shareholders of Ciao AG, dated April 6, 2005.



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     Section 3. Joinder. The Ciao Shareholders listed on the signature pages hereto each
agree to join and become subject to the Agreement with respect of the Common Shares that they
receive from the Company as consideration for the sale and conveyance to the Company of their Ciao
Shares.



     Section 4. References to the Registration Rights Agreement. From and after the date
hereof, all references in the Registration Rights Agreement shall be deemed to be references to
Registration Rights Agreement after giving effect to this Amendment and Joinder.



     Section 5. No Other Amendments. Except as expressly set forth herein, the Agreement
remains in full force and effect in accordance with its terms and nothing contained herein shall be
deemed (i) to be a waiver, amendment, modification or other change of any term, condition or
provision of the Agreement (or a consent to any such waiver, amendment, modification or other
change), (ii) to be a consent to any transaction, (iii) to prejudice any right or rights which the
Shareholders may have under the Agreement, or (iv) to entitle the Company to a waiver, amendment,
modification or other change of any term, condition or provision of the Agreement (or a consent to
any such waiver, amendment, modification or other change), or to a consent, in the future in
similar or different circumstances.



     Section 6. Further Assurances. The parties hereto agree to do such further acts and
things, and to execute and deliver such additional conveyances, assignments, agreements and
instruments, as the Company may at any time reasonably request in connection with the
administration and enforcement of this Amendment and Joinder.



     Section 7. Notices. All notices, demands and requests of any kind to be delivered to
any party hereto in connection with this Amendment and Joinder shall be delivered in accordance
with the notice provisions contained in the Agreement.



     Section 8. Headings. The headings used herein are for convenience of reference only
and shall not affect the construction of, nor shall they be taken into consideration in
interpreting, this Amendment and Joinder.



     Section 9. Counterparts. This Amendment and Joinder may be executed in any number of
separate counterparts, each of which shall be an original and all of which taken together shall
constitute one and the same instrument.



     Section 10. Applicable Law. THIS AMEDNMENT AND JOINDER SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ANY CHOICE
OF LAW OR CONFLICTING PROVISION OR RULE (WHETHER OF THE STATE OF NEW YORK OR ANY OTHER
JURISDICTION) THAT WOULD CAUSE THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF NEW YORK TO BE
APPLIED. IN FURTHERANCE OF THE FOREGOING, THE INTERNAL LAWS OF THE STATE OF NEW YORK WILL CONTROL
THE INTERPRETATION AND CONSTRUCTION OF THIS AGREEMENT, EVEN IF UNDER SUCH



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JURISDICTION’S CHOICE OF LAW OR CONFLICTS OF LAW ANALYSIS, THE SUBSTANTIVE LAW OF SOME OTHER
JURISDICTION WOULD ORDINARILY APPLY.



***** SIGNATURE PAGES FOLLOW *****




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GREENFIELD ONLINE, INC.




	 	 	 	 	 
	By
	 	/s/ Jonathan A. Flatow	 	 
	

	 	

	 	 
	Jonathan A. Flatow	 	 
	Secretary	 	 






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          The foregoing Amendment and Joinder is hereby executed as of the date first above written.




	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	INSIGHT CAPTIAL PARTNERS
	 	 	 	 	III, L.P.
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	INSIGHT CAPTIAL PARTNERS
III, 	 	By: Insight Venture Associates, III,
	 	 	L.P.	 	LLC, its general partner
	

	 	680 5th Ave	 	 	 	 	 	 	 	 
	

	 	10th Floor	 	 	 	 	 	 	 	 
	

	 	New York, New York 10019	 	 	 	 	 	 	 	 
	

	 	Attention: Jeffrey Horing
	 	By	 	/s/ Jeffrey Horing	 	 	 	 
	

	 	 	 	 	 	 	 	 	 	 
	 	 	Tel: (212) 821-6325	 	Jeffrey Horing, Its Managing
	 	 	Fax: (212) 821-6333	 	Member
	 
	 	 	 	 	 	 	 	 	 	 
	

	 	O’MELVENY & MYERS LLP	 	 	 	 	 	 	 	 
	

	 	30 Rockefeller Plaza	 	 	 	 	 	 	 	 
	

	 	New York, New York 10112	 	 	 	 	 	 	 	 
	

	 	Telephone: 212-408-2443	 	 	 	 	 	 	 	 
	

	 	Facsimile: 212-408-2420	 	 	 	 	 	 	 	 
	

	 	Attn: Ilan S. Nissan, Esq.	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Social Security Number or Federal
	 	 	 	 	Tax Identification Number: _______






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          The foregoing Amendment and Joinder is hereby executed as of the date first above written.




	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	INSIGHT CAPTIAL PARTNERS
	 	 	 	 	III, (CAMAN) L.P.
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	By: Insight Venture Associates, III,
	 	 	INSIGHT CAPTIAL PARTNERS III,	 	LLC, its general partner
	

	 	(CAMAN) L.P.	 	 	 	 	 	 	 	 
	

	 	680 5th Ave	 	 	 	 	 	 	 	 
	

	 	10th Floor	 	 	 	 	 	 	 	 
	

	 	New York, New York 10019
	 	By	 	/s/ Jeffrey Horing	 	 	 	 
	

	 	 	 	 	 	 	 	 	 	 
	 	 	Attention: Jeffrey Horing	 	Jeffrey Horing, Its Managing
	 	 	Tel: (212) 821-6325	 	Member
	

	 	Fax: (212) 821-6333	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	

	 	O’MELVENY & MYERS LLP	 	 	 	 	 	 	 	 
	

	 	30 Rockefeller Plaza	 	 	 	 	 	 	 	 
	

	 	New York, New York 10112	 	 	 	 	 	 	 	 
	

	 	Telephone: 212-408-2443	 	 	 	 	 	 	 	 
	

	 	Facsimile: 212-408-2420	 	 	 	 	 	 	 	 
	

	 	Attn: Ilan S. Nissan, Esq.	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Social Security Number
or Federal 
	 	 	 	 	Tax
Identification Number: _______






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          The foregoing Amendment and Joinder is hereby executed as of the date first above written.




	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	INSIGHT CAPTIAL PARTNERS III,
	 	 	 	 	(CO-INVESTORS) L.P.
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	By: Insight Venture Associates, III,
	 	 	INSIGHT CAPTIAL PARTNERS III,	 	LLC, its general partner
	

	 	(CO-INVESTORS) L.P.	 	 	 	 	 	 	 	 
	

	 	680 5th Ave	 	 	 	 	 	 	 	 
	

	 	10th Floor	 	 	 	 	 	 	 	 
	

	 	New York, New York 10019
	 	By	 	/s/ Jeffrey Horing	 	 	 	 
	

	 	 	 	 	 	 	 	 	 	 
	 	 	Attention: Jeffrey Horing	 	Jeffrey Horing, Its Managing
	 	 	Tel: (212) 821-6325	 	Member
	

	 	Fax: (212) 821-6333	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	

	 	O’MELVENY & MYERS LLP	 	 	 	 	 	 	 	 
	

	 	30 Rockefeller Plaza	 	 	 	 	 	 	 	 
	

	 	New York, New York 10112	 	 	 	 	 	 	 	 
	

	 	Telephone: 212-408-2443	 	 	 	 	 	 	 	 
	

	 	Facsimile: 212-408-2420	 	 	 	 	 	 	 	 
	

	 	Attn: Ilan S. Nissan, Esq.	 	 	 	 	 	 	 	 
	 
	 	 	 	 	Social Security Number
or Federal
	 	 	 	 	 Tax Identification Number: _______
	 	 	 	 	






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          The foregoing Amendment and Joinder is hereby executed as of the date first above written.




	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	UBS CAPITAL II LLC
	 
	 	 	 	 	 	 	 	 	 	 
	

	 	 	 	By	 	/s/ Lawrence R. Handen	 	 	 	 
	

	 	 	 	 	 	 	 	 	 	 
	

	 	UBS Capital II LLC
	 	 	 	Lawrence R. Handen, Partner	 	 	 	 
	

	 	299 park Avenue	 	By	 	/s/ Mark Greene	 	 	 	 
	

	 	34th Floor	 	 	 	Mark Greene, Partner	 	 	 	 
	

	 	New York, New York 10171	 	 	 	 	 	 	 	 
	

	 	Attention: Lawrence R. Handen	 	 	 	 	 	 	 	 
	

	 	Tel: (212) 821-6325	 	 	 	 	 	 	 	 
	

	 	Fax: (212) 821-6333	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	

	 	  with copies to:	 	 	 	 	 	 	 	 
	

	 	Kaye, Scholer LLP	 	 	 	 	 	 	 	 
	

	 	425 Park Avenue	 	 	 	 	 	 	 	 
	

	 	New York, New York 10022	 	 	 	 	 	 	 	 
	

	 	Attention:Mark S. Kingsley	 	 	 	 	 	 	 	 
	

	 	Tel: (212) 836-7092	 	 	 	 	 	 	 	 
	

	 	Fax: (212) 836-8689	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Social Security Number or Federal Tax
	 	 	 	 	Identification Number: _______






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          The foregoing Amendment and Joinder is hereby executed as of the date first above written.




	 	 	 	 	 	 	 	 	 	 	 
	

	 	GOL, L.L.C.	 	 	 	 	 	 	 	 
	

	 	c/o Mesco Ltd.	 	 	 	 	 	 	 	 
	

	 	470 Main Street	 	 	 	 	 	 	 	 
	

	 	Suite 315
	 	By	 	 	 	 	 	 
	

	 	 	 	 	 	 	 	 	 	 
	

	 	Ridgefield, CT 06877
	 	 	 	Joel R. Mesznik	 	 	 	 
	

	 	Attention: Joel Mesznik	 	 	 	 	 	 	 	 
	

	 	Tel: (203) 438-3939	 	 	 	 	 	 	 	 
	

	 	Fax: (203) 438-4242	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	

	 	  with copies to:	 	 	 	 	 	 	 	 
	

	 	Preston Gates & Ellis LLP	 	 	 	 	 	 	 	 
	

	 	701 Fifth Avenue	 	 	 	 	 	 	 	 
	

	 	Suite 5000	 	 	 	 	 	 	 	 
	

	 	Seattle, WA 98104	 	 	 	 	 	 	 	 
	

	 	Attention: Robert Jaffe, Esq.	 	 	 	 	 	 	 	 
	

	 	Tel: (206) 623-7580	 	 	 	 	 	 	 	 
	

	 	Fax: (206) 623-7022	 	 	 	 	 	 	 	 
	 	 	 	 	Social Security Number or Federal 
	 	 	 	 	Tax Identification Number: _______






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          The foregoing Amendment and Joinder is hereby executed as of the date first above written.




	 	 	 	 	 	 	 	 	 	 	 
	

	 	Burton J. Manning	 	 	 	 	 	 	 	 
	

	 	655 Park Avenue, #8E	 	 	 	 	 	 	 	 
	

	 	New York, NY 10021
	 	By	 	 	 	 	 	 
	

	 	 	 	 	 	 	 	 	 	 
	

	 	Tel: (212) 517-3337
	 	 	 	Burton J. Manning	 	 	 	 
	

	 	Fax: (212) 517-5338	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Social Security Number or Federal
	 	 	 	 	Tax Identification Number: _______






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          The foregoing Amendment and Joinder is hereby executed as of the date first above written.




	 	 	 	 	 	 	 	 	 	 	 
	

	 	JOEL R. MESZNIK	 	 	 	 	 	 	 	 
	

	 	c/o Mesco Ltd.
	 	By	 	 	 	 	 	 
	

	 	 	 	 	 	 	 	 	 	 
	

	 	470 Main Street
	 	 	 	Joel R. Mesznik	 	 	 	 
	

	 	Suite 315	 	 	 	 	 	 	 	 
	

	 	Ridgefield, CT 06877	 	 	 	 	 	 	 	 
	

	 	Attention: Joel Mesznik	 	 	 	 	 	 	 	 
	

	 	Tel: (203) 438-3939	 	 	 	 	 	 	 	 
	

	 	Fax: (203) 438-4242	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	

	 	  with copies to:	 	 	 	 	 	 	 	 
	

	 	Preston Gates & Ellis LLP	 	 	 	 	 	 	 	 
	

	 	701 Fifth Avenue	 	 	 	 	 	 	 	 
	

	 	Suite 5000	 	 	 	 	 	 	 	 
	

	 	Seattle, WA 98104	 	 	 	 	 	 	 	 
	

	 	Attention: Robert Jaffe, Esq.	 	 	 	 	 	 	 	 
	

	 	Tel: (206) 623-7580	 	 	 	 	 	 	 	 
	

	 	Fax: (206) 623-7022	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Social Security Number or Federal 
	 	 	 	 	Tax Identification Number: _______






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Agreed and acknowledged this 6th day of April 2005:




	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 
	 	CIAO SHAREHOLDER:	 	 	CIAO SHAREHOLDER:	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	/s/
Marcus Frederick Paul	 	 	/s/
i.v. Peter Nussbaum	 
	 	Marcus Frederick
Paul

	 	 	Maximilian Ulrich Cartellieri	 
	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	CIAO SHAREHOLDER:	 	 	CIAO SHAREHOLDER:	 
	 	Burda Digital Ventures GmbH	 	 	Paarl Ventures GmbH	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	By

	 	/s/ i.v. Peter Nussbaum	 	 	By	 	/s/ i.v. Peter Nussbaum	 	 	 	 	 
	 	

	 	 
	 	 	 	 	 	 	 	 	 	 
	 	Its

	 	 	 	 	Its	 	 	 	 	 	 	 
	 	

	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	CIAO SHAREHOLDER:	 	 	CIAO SHAREHOLDER:	 
	 	Apax Europe IV A LP	 	 	Index Ventures I (Jersey)	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	By

	 	/s/ i.v. Peter Nussbaum	 	 	By	 	/s/ i.v. Peter Nussbaum	 	 	 	 	 
	 	

	 	 
	 	 	 	 	 	 	 	 	 	 
	 	Its

	 	 	 	 	Its	 	 	 	 	 	 	 
	 	

	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 
	 	

CIAO SHAREHOLDER:	 	 	
CIAO SHAREHOLDER:	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	/s/ i.v. Peter Nussbaum	 	 	/s/ i.v. Peter Nussbaum	 	 	 	 
	 	Nicolas Metzke	 	 	Gunnar Piening	 
	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	CIAO SHAREHOLDER:	 	 	CIAO SHAREHOLDER:	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	/s/ i.v. Peter Nussbaum	 	 	/s/ i.v. Peter Nussbaum	 	 	 	 
	 	Irmgard Böhm	 	 	Caroline Beate Cartellieri	 
	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	CIAO SHAREHOLDER:	 	 	CIAO SHAREHOLDER:	 
	 	Index Ventures I (Delaware) L. P., Delaware	 	 	Index Ventures I Parallel Entrepreneur Fund	 
	 	

	 	 	 	 	(Jersey)
	 	, L. P., Jersey	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	By

	 	/s/ i.v. Peter Nussbaum	 	 	By	 	/s/ i.v. Peter Nussbaum	 	 	 	 	 
	 	

	 	 
	 	 	 	 	 	 	 	 	 	 
	 	Its

	 	 	 	 	Its
	 	 	 	 	 	 	 
	
 	

	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	CIAO SHAREHOLDER:	 	 	CIAO SHAREHOLDER:	 
	 	Index Ventures I GmbH & Co. KG, München	 	 	Index Venture Management SA, Genf	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	By

	 	/s/ i.v. Peter Nussbaum	 	 	By	 	/s/ i.v. Peter Nussbaum	 	 	 	 	 
	 	

	 	 
	 	 	 	 	 	 	 	 	 	 
	 	Its

	 	 	 	 	Its	 	 	 	 	 	 	 
	 	

	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 





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CIAO SHAREHOLDER:	 	 	

CIAO SHAREHOLDER:	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	/s/
i.v. Peter Nussbaum	 	 	/s/ i.v. Peter Nussbaum	 	 	 	 
	 	Florentin Kesel	 	 	Harald Einsmann	 
	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	CIAO SHAREHOLDER:	 	 	CIAO SHAREHOLDER:	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	/s/ i.v. Peter Nussbaum	 	 	/s/ i.v. Peter Nussbaum	 	 	 	 
	 	Hans Piening	 	 	Margit Piening	 
	 	 	 	 	 	 
	 	

CIAO SHAREHOLDER:	 	 	

CIAO SHAREHOLDERS’ REPRESENTATIVE:	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	/s/
Peter Nussbaum	 	 	/s/
Peter Nussbaum	 	 	 	 
	 	Dr. Peter Nussbaum	 	 	Dr. Peter Nussbaum	 
	 	 	 	 	 	 






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