Exhibit 10.10
AMENDMENT NO. 1 TO
STOCK PURCHASE AGREEMENT
Amendment No. 1 (the "Amendment"), dated as of October 23, 1997, to
the Stock Purchase Agreement (the "Agreement") dated as of October 1, 1997 by
and among Prime Response Group Inc. (the "Company"), General Atlantic Partners
42, L.P. ("GAP LP") and GAP Coinvestment Partners, L.P. ("GAP Coinvestment").
WHEREAS, the Company, GAP LP and GAP Coinvestment are parties to the
Agreement pursuant to which the Company is selling to GAP LP and GAP
Coinvestment 1,155,000 shares of Series A Convertible Participating Preferred
Stock, par value $.01 per share, of the Company (the "Purchased Shares"); and
WHEREAS, GAP LP and GAP Coinvestment desire to change the number of
Purchased Shares being purchased by each of them without changing the total
number of Purchased Shares being purchased by them.
NOW, THEREFORE, the parties hereto agree as follows:
1. Recitals. The second recital of the Agreement is hereby amended
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and restated in its entirety as follows:
WHEREAS, upon the terms and conditions set forth in this Agreement,
the Company proposes to issue and sell to (a) GAP LP, for an aggregate purchase
price of $18,667,450.24, an aggregate of 909,858 shares of Series A Convertible
Participating Preferred Stock, par value $.01 per share, of the Company (the
"Preferred Stock") and (b) GAP Coinvestment, for an aggregate purchase price of
$5,029,549.76, an aggregate of 245,142 shares of Preferred Stock.
2. Schedule 2.1. Schedule 2.1 to the Agreement is hereby amended as
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follows:
(a) the numbers set forth in the columns next to GAP LP are deleted
and replaced with "909,858" and "$18,667,450.24," respectively; and
(b) the numbers set forth in the columns next to GAP Coinvestment are
deleted and replaced with "245,142" and "$5,029,549.76," respectively.
3. Schedule 3.7(a). Schedule 3.7(a) to the Agreement is hereby
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amended as follows:
(a) the number set forth in the column next to GAP LP is deleted
and replaced with "909,858;" and
2
(b) the number set forth in the column next to GAP Coinvestment
is deleted and replaced with "245,142."
4. Miscellaneous.
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(a) Counterparts. This Amendment may be executed in any number of
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counterparts and by the parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.
(b) Governing Law. This Amendment shall be governed by and construed
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in accordance with the laws of the State of New York, without regard to the
principles of conflicts of laws of any jurisdiction.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be executed and delivered by their respective officers hereunto duly authorized
on the first day above written.
PRIME RESPONSE GROUP INC.
By: /s/ N.Prakash
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Name: N. Prakash
Title: Treasurer
GENERAL ATLANTIC PARTNERS 42, L.P.
By: General Atlantic Partners, LLC
its general partner
/s/ Xxxxxxx X. Xxxxxxxx
By: _____________________________
Name:Xxxxxxx X. Xxxxxxxx
Title:A Managing Member
GAP COINVESTMENT PARTNERS, L.P.
/s/ Xxxxxxx X. Xxxxxxxx
By: _____________________________
Name:Xxxxxxx X. Xxxxxxxx
Title: A General Partner
