EXHIBIT 10.23
VIEWLOCITY, INC.
FIRST AMENDMENT TO
SERIES B CONVERTIBLE PREFERRED STOCK PURCHASE WARRANT
This FIRST AMENDMENT TO SERIES B CONVERTIBLE PREFERRED STOCK PURCHASE
WARRANT is made as of May 24, 2000, by and between VIEWLOCITY, INC., a Delaware
corporation (the "Company"), and Battery Ventures IV, L.P. (the "Holder").
RECITALS:
WHEREAS, the Company previously issued to Holder that certain Series B
Convertible Preferred Stock Purchase Warrant numbered B-3, dated as of April 9,
1999 (the "Warrant"), pursuant to a certain Preferred Stock and Preferred Stock
Warrant Purchase Agreement, dated as of February 25, 1999, by and among the
Company and the persons named therein;
WHEREAS, the Company and Holder desire to amend certain terms of the
Warrant as set forth herein;
NOW, THEREFORE, the Company and Holder hereby amend the Warrant as
follows:
1. The definition of "Expiration Date" shall be amended and replaced in
its entirety as follows:
The term "Expiration Date" refers to the earlier of March 12,
2004 or upon the closing of an "Initial Public Offering" (as
defined in, Section 5O of the Company's Certificate of
Designations filed with the Secretary of State of the State of
Delaware on February 26, 1999, and any amendments thereto (the
"Certificate of Designations")) by the Company.
2. The following shall be inserted at the end of Section 1(b) of the
Warrant as follows:
The term "Fair Market Value" shall mean (a) if a net issue
election is made pursuant to this Section 1(b) with respect to
the exercise of this warrant to be effective within 30 days
prior to the closing of an Initial Public Offering, the price
paid by the public in the Initial Public Offering, and (b) if
a net issue election is made pursuant to this Section 1(b)
with respect to the exercise of this warrant to be effective
more than 30 days prior to the closing of an Initial Public
Offering, "Fair Market Value" as defined in Section 9(c) of
the Certificate of Designations.
3. The Warrant is hereby amended wherever necessary to reflect the
changes described above. Except to the extent set forth hereinabove, all terms
of the Warrant shall remain unchanged and in full force and effect, and are
hereby restated, ratified, reaffirmed and renewed by the Company.
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IN WITNESS WHEREOF, the Company and Holder have caused this Amendment
to be executed as of the date first above written.
VIEWLOCITY, INC.
By: /s/ Xxxx X. Xxxxxxxxxxx
______________________________________
Title: Sr. VP and Secretary
______________________________________
[Corporate Seal]
Attest:
By:
______________________________________
Title:
______________________________________
BATTERY VENTURES IV, L.P.
By: BATTERY PARTNERS IV, LLC, ITS
GENERAL PARTNER
By: /s/ Xxxxxx X. Xxxxx
______________________________________
Title: Member Manager
______________________________________
