Exhibit 10(aa)(iii)
AMENDMENT TO STOCK PURCHASE AGREEMENT
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This is an amendment (the "Amendment") to that certain
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Stock Purchase Agreement dated as of March 31, 1996 by and among
Warner Insurance Services, Inc., a Delaware corporation whose
name has been changed to Cover-All Technologies, Inc., Software
Investments Limited, a British Virgin Islands corporation, and
Care Corporation Limited, a British Virgin Islands corporation
(the "Original Agreement"). Capitalized terms utilized in this
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Amendment and not defined herein shall have the meanings ascribed
to them in the Original Agreement.
WHEREAS, this Amendment is being entered into pursuant
to the terms of a certain Convertible Note Purchase Agreement,
dated of even date herewith, among Cover-All Technologies, Inc.,
Software Investments Limited, Atlantic Employers Insurance
Company, a New Jersey corporation, and Xxxxx X. Xxxxxx (the "Note
Purchase Agreement"). ----
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NOW, THEREFORE, in consideration of the benefits to be
realized by the parties hereto under the Note Purchase Agreement
and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto
agree as follows:
1. For purposes of consistency, references to
"Warner" in Sections 2 and 3 below are being utilized
notwithstanding that Warner Insurance Services, Inc. has changed
its name to Cover-All Technologies, Inc.
2. A new subsection 5(l) is hereby added to the
Original Agreement as follows:
"(l) Commencing March __, 1997, notwithstanding
anything to this contrary provided in this Section 5 or
elsewhere herein, the number of License Shares subject
to repurchase by Warner shall be reduced by an
aggregate of 500,000 License Shares for each $1,000,000
of cumulative Net Sales earned on and after such date
by Warner, such reduction to be effective when each
such $1,000,000 of Net Sales is actually earned by the
Company."
3. Subsections 5(b), 5(c), 5(d) and 5(e) of the
Original Agreement are deleted in their entirety and the
following text is hereby substituted as new subsections 5(b),
5(c), 5(d) and 5(e) of the Original Agreement:
"(b) If during the period ending three (3) years
after the Closing Date Warner recognizes cumulative Net
Sales from $1,000,000 to $1,999,999, then, to the
extent that the number of License Shares subject to
repurchase shall not have been previously reduced
pursuant to subsection 5(l) below, Warner shall have
the right to repurchase 2,000,000 of the License Shares
at a price of $.01 per share, provided, however, that
the License Shares repurchasable by Warner shall be
reduced by 1 share for each $2.00 of Net Sales in
excess of $1,000,000.
(c) If during the period ending three (3) years
after the Closing Date Warner recognizes cumulative Net
Sales from $2,000,000 to $2,999,999, then, to the
extent that the number of License Shares subject to
repurchase shall not have been previously reduced
pursuant to subsection 5(l) below, Warner shall have
the right to repurchase 1,500,000 of the License Shares
at a price of $.01 per share, provided, however, that
the License Shares repurchasable by Warner shall be
reduced by 1 share for each $2.00 of Net Sales in
excess of $2,000,000.
(d) If during the period ending three (3) years
after the Closing Date Warner recognizes cumulative Net
Sales from $3,000,000 to $3,999,999, then, to the
extent that the number of License Shares subject to
repurchase shall not have been previously reduced
pursuant to subsection 5(l) below, Warner shall have
the right to repurchase 1,000,000 of the License Shares
at a price of $.01 per share, provided, however, that
the License Shares repurchasable by Warner shall be
reduced by 1 share for each $2.00 of Net Sales in
excess of $3,000,000.
(e) If during the period ending three (3) years
after the Closing Date Warner recognizes cumulative Net
Sales from $4,000,000 to $4,999,999, then, to the
extent that the number of License Shares subject to
repurchase shall not have been previously reduced
pursuant to subsection 5(l) below, Warner shall have
the right to repurchase 500,000 of the License Shares
at a price of $.01 per share, provided, however, that
the License Shares repurchasable by Warner shall be
reduced by 1 share for each $2.00 of Net Sales in
excess of $4,000,000.
4. Except as specifically provided herein, the
Original Agreement shall not be otherwise affected by this
Amendment and shall continue to be in full force and effect in
accordance with its terms.
5. Each of Software Investments Limited and Care
Corporation Limited represents and warrants, on its own behalf
and not on behalf of the other, to Cover-All Technologies, Inc.
that (i) it has all requisite corporate power to execute and
deliver this Amendment, (ii) all corporate action on its part
necessary for the authorization, execution and delivery by it of
this Amendment and the performance of all of its obligations
hereunder has been taken, and (iii) this Amendment constitutes
its valid and legally binding obligation enforceable in
accordance with its terms, subject to laws of general application
relating to bankruptcy, insolvency and the relief of debtors and
rules of law governing specific performance, injunctive relief or
other equitable remedies.
IN WITNESS WHEREOF, the undersigned have entered into
this Amendment as of the 14th day of March, 1997.
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COVER-ALL TECHNOLOGIES, INC.
By: /s/ Xxxxxx X. Xxxxxx
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Authorized Officer
SOFTWARE INVESTMENTS LIMITED
By: /s/ Xxxx Xxxxxxxx
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Authorized Officer
CARE CORPORATION LIMITED
By: /s/ Xxxx Xxxxxxxx
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Authorized Officer
