EXHIBIT 5
to SCHEDULE 13D
AMENDMENT NO. 1 TO
STOCK AND WARRANT PURCHASE AND EXCHANGE AGREEMENT
THIS AMENDMENT NO. 1 TO STOCK AND WARRANT PURCHASE AND
EXCHANGE AGREEMENT, dated as of November 9, 2001 (this "AMENDMENT"), is entered
into by and among Critical Path, Inc., a California corporation (the "SELLER"),
General Atlantic Partners 74 L.P., a Delaware limited partnership, GAP
Coinvestment Partners II, L.P., a Delaware limited partnership, GapStar, LLC, a
Delaware limited liability company, Vectis CP Holdings, LLC, Cenwell Limited and
Campina Enterprises Limited (collectively, the "PURCHASERS") and amends the
Stock and Warrant Purchase and Exchange Agreement, dated November 8, 2001 (the
"PURCHASE AGREEMENT"), among the Seller and the Purchasers.
WHEREAS, pursuant to the terms of the Purchase (i) the Company
agreed to issue and sell to the Purchasers an aggregate of 4,000,000 shares, par
value $0.001 per share, of Series D Cumulative Redeemable Convertible
Participating Preferred Stock of the Company and (ii) the GAP Purchasers (as
defined in the Purchase Agreement) are acquiring from the Seller warrants to
purchase, at an exercise price of $1.05 per share, an aggregate of 2,500,000
shares of common stock, par value $0.001 per share, of Seller; and
WHEREAS, the parties wish to amend the Purchase Agreement
pursuant to Section 10.4 thereof.
NOW, THEREFORE, the parties hereto hereby agree as follows:
1. SCHEDULE 2.1. Schedule 2.1. of the Purchase Agreement
is hereby amended and restated in its entirety as set forth on SCHEDULE 2.1
attached hereto.
2. Except as otherwise expressly provided in this
Amendment, all of the terms and conditions of the Purchase Agreement are hereby
ratified and shall remain unchanged and continue in full force and effect.
2
3. This Amendment may be executed in any number of
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.
4. This Amendment shall be governed by and construed in
accordance with the laws of the state of New York, without regard to the
principles of conflicts of law of any jurisdiction.
3
IN WITNESS WHEREOF, the undersigned have duly executed and
delivered this Amendment as of the day and year first above written.
CRITICAL PATH, INC.
By: /s/ Xxxxxxx X. Xxxxxxxx
---------------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Senior Vice President
GENERAL ATLANTIC PARTNERS 74, L.P.
By: GENERAL ATLANTIC PARTNERS, LLC,
its General Partner
By: /s/ Xxxxxxx Xxxxxx
---------------------------------------
Name: Xxxxxxx Xxxxxx
Title: A Managing Member
GAP COINVESTMENT PARTNERS II, L.P.
By: /s/ Xxxxxxx Xxxxxx
---------------------------------------
Name: Xxxxxxx Xxxxxx
Title: A General Partner
GAPSTAR, LLC
By: GENERAL ATLANTIC PARTNERS, LLC,
its Managing Member
By: /s/ Xxxxxxx Xxxxxx
---------------------------------------
Name: Xxxxxxx Xxxxxx
Title: A Managing Member
4
VECTIS CP HOLDINGS, LLC
By: VECTIS GROUP, LLC,
its Managing Member
By: /s/ Xxxxxxx X. Xxxxxx
---------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Chief Financial Officer
CENWELL LIMITED
By: /s/ Xxxxxx Ip Xxx Xxxxx
---------------------------------------
Name: Xx. Xxxxxx Ip Tak Chuen
Title: Authorized Signatory
CAMPINA ENTERPRISES LIMITED
By: /s/ Xxxxxx Ip Xxx Xxxxx
---------------------------------------
Name: Xx. Xxxxxx Ip Tak Chuen
Title: Director
5
SCHEDULE 2.1
------------
PURCHASED SHARES AND PURCHASE PRICE
-----------------------------------
--------------------------------------------------------------------------------
PURCHASER PURCHASED SHARES PURCHASE PRICE
--------------------------------------------------------------------------------
GAP LP 581,688 $7,998,210.00
--------------------------------------------------------------------------------
GAP Coinvestment 82,097 $1,128,833.75
--------------------------------------------------------------------------------
GapStar 44,252 $608,465.00
--------------------------------------------------------------------------------
Vectis CP Holdings, LLC 581,818 $7,999,997.50 (1)
--------------------------------------------------------------------------------
Cenwell Limited 436,364 $5,999,998.13
--------------------------------------------------------------------------------
Campina Enterprises Limited 436,363 $5,999,998.12
--------------------------------------------------------------------------------
Total: 2,162,582 $29,735,502.50
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1 This amount is comprised of (i) cash in the amount of $5,250,000 and (ii)
value for services provided by Vectis to the Company under the Vectis
Agreement in the amount of $2,749,997.50.
