EXHIBIT 10.13
INFORMATION MANAGEMENT ASSOCIATES, INC.
AMENDMENT NO. 1
TO
COMMON STOCK PURCHASE WARRANT
This Agreement is made as of June 1, 1994 by and between Information
Management Associates, Inc., a Connecticut corporation (the "Company") and
Xxxxxx X. Xxxx ("Xxxx").
WHEREAS, Hill is currently the holder of a Warrant (No. W-3) initially
entitling Hill to purchase 2,381 shares of common stock at $9 per share (subject
to adjustment upon the occurrence of certain events) (the "Hill Warrant");
WHEREAS, Mercury Asset Management plc, acting as agent on behalf of
certain of its managed accounts (the "Managed Accounts"), is purchasing pursuant
to a Stock Purchase Agreement (the "Stock Purchase Agreement"), of even date
herewith, 117,778 shares of common stock from certain significant shareholders
of the Company; and
WHEREAS, in order to facilitate the transactions contemplated by the
Stock Purchase Agreement, the Company and Hill desire to amend the terms of the
Hill Warrant;
NOW THEREFORE, in consideration of the foregoing and for other good
and valuable consideration, the receipt of which is hereby acknowledged, the
parties hereto agree as follows and the Hill Warrant (No. W-3) is hereby amended
as hereinafter set forth:
SECTION 1
Representations and Warranties of the Company
The Company hereby represents and warrants to Hill as follows:
1.1 Authority and Validity. The execution, delivery and performance of
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this Amendment to the Hill Warrant and the consummation of the transactions
contemplated hereby have been duly and validly authorized by all necessary
corporate action on the part of the Company. This Amendment to the Hill Warrant
has been duly and validly executed and delivered by the Company and is the valid
and binding obligation of the Company, enforceable in accordance with its terms,
except as such enforcement may be affected or limited by bankruptcy, insolvency,
moratorium, or other similar laws affecting the enforcement of creditors' rights
generally and by applicable principles of equitable remedies. Neither the
execution, delivery and performance of this Amendment to the Hill Warrant, nor
the consummation of the transactions contemplated hereby or compliance by the
Company with any of the provisions hereof, will (i) conflict with or result in a
breach of any material provisions of its Charter or By-Laws; (ii) violate or
conflict with the terms of any material agreement to which the Company is a
party or by which it is bound; or (iii) violate any law, statute, rule or
regulation or judgment, order, writ, injunction or decree of any court,
administrative agency or governmental body applicable to Company.
SECTION 2
Amendments to Warrant
The terms and conditions of the Hill Warrant (No. W-3) are hereby
amended as follows:
2.1 Definitions. The definitions of "Initiating Holders." "Registrable
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Securities" and "Warrants" set forth in Section 14 of the Hill Warrant are
hereby deleted in their entirety and the following revised definitions are
substituted therefor:
"Initiating Holders: Any holder or holders of Registrable Securities
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holding at least
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40% of the Registrable Securities (by number of shares or, in the case of any
debt securities which may be Other Securities, 40% of the outstanding principal
amount of such securities) and initiating a request pursuant to section 13.1 for
the registration of all or part of such holder's or holders' Registrable
Securities."
"Registrable Securities: (a) any shares of Common Stock or Other
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Securities issued or issuable upon exercise of the Warrants; (b) the shares of
Common Stock issued to Purchaser pursuant to the Stock Purchase Agreement, dated
October 29, 1991, between the Company and Purchaser; (c) the shares of Common
Stock issued to Purchaser pursuant to the Stock Purchase Agreement, dated
September 4, 1991 between the Company and the Purchaser; and (d) any securities
issued or issuable with respect to any securities referred to in the foregoing
subdivisions by way of stock dividend or stock split or in connection with a
combination of shares, recapitalization, merger, consolidation or other
reorganization or otherwise. As to any particular Registrable Securities, once
issued such securities shall cease to be Registrable Securities when (a) a
registration statement with respect to the sale of such securities shall have
become effective under the Securities Act and such securities shall have been
disposed of in accordance with such registration statement, (b) they shall have
been distributed to the public pursuant to Rule 144 (or any successor or similar
provision) under the Securities Act, (c) they shall have been otherwise
transferred, new certificates for them not bearing a legend restricting further
transfer shall have been delivered by the Company and subsequent disposition of
them immediately thereafter shall not require registration or qualification of
them (other than by the issuer, an underwriter or an affiliate) [as such terms
are defined in the Securities Act and the regulations promulgated thereunder] of
the issuer) under the Securities Act or any similar
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state law then in force, or (d) they shall have ceased to be outstanding."
"Warrants: (i) the Common Stock Purchase Warrants originally issued
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pursuant to the Purchase Agreement (including any warrants issued in
substitution therefor), (ii) this Common Stock Purchase Warrant, (iii) an
additional Common Stock Purchase Warrant, dated October 29, 1991, No. W-5,
issued by the Company to Wand Partners Inc., initially covering 2,068 shares
of Common Stock and (iv) an additional Common Stock Purchase Warrant, dated
October 29, 1991, No. W-4, issued by the Company to the Purchaser, initially
covering 14,812 shares of Common Stock."
2.2 Effect of Amendment. Except as amended hereby, all provisions of
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the Hill Warrant shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this First
Amendment as of the date and year first above written.
INFORMATION MANAGEMENT
ASSOCIATES, INC.
By: /s/ Xxxx X. Xxxxxxx
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Name: Xxxx X. Xxxxxxx
Title: Vice President
XXXXXX X. XXXX
By: /s/ Xxxxxx X. Xxxx
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Name:
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