EXHIBIT 10.8
AMENDMENT
TO THE
SHARE PURCHASE AGREEMENT
Reference is made to that certain Share Purchase Agreement (the
"Agreement") entered into as of July 20, 2001, by and among MetaSolv, Inc., a
Delaware corporation (the "Company"), MetaSolv Canada Inc., a corporation
incorporated under the laws of Nova Scotia and a wholly-owned subsidiary of the
Company ("MetaSolv Canada"), MetaSolv Canada Holdings Inc., a corporation
incorporated under the laws of Nova Scotia and a wholly-owned subsidiary of
MetaSolv Canada ("MCH"), LAT45(degree) Information Systems Inc., a corporation
incorporated under the federal laws of Canada ("LAT45"), each of the
shareholders of LAT45 and each of Xxxxxx Xxxxxxxx, Xxxxxx Xxxxxxxx, Xxxxx
Xxxxxxxxx and Xxxx-Xxxxxxx Guet. This Amendment to the Share Purchase Agreement
(this "Amendment") is entered into as of August 20, 2001, by and between MCH and
Xxxxxx Xxxxxxxx, the shareholders' representative appointed pursuant to Section
8.16 of the Agreement (the "Shareholders' Representative").
RECITALS:
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A. MCH and the Shareholders' Representative wish to enter into this
Amendment to amend and restate Schedule 6.2(b)(viii) to the Agreement in its
entirety.
B. Pursuant to Section 8.3 of the Agreement, the Agreement may be amended
in writing by MCH and the Shareholders' Representative.
NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree as follows:
AGREEMENTS:
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1. The parties hereto agree that Schedule 6.2(b)(viii) to the Agreement
shall be amended and restated in its entirety to read as set forth on Exhibit A
---------
hereto.
2. The parties hereto agree that, except as set forth above in paragraph 1,
the Agreement shall remain unaffected and in full force and effect.
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of
the date first above written.
METASOLV CANADA HOLDINGS INC.
By: /s/ Xxxxxxxx X. Xxxxxx
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Name: Xxxxxxxx X. Xxxxxx
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Title: Secretary
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SHAREHOLDERS' REPRESENTATIVE:
/s/ Xxxxxx Xxxxxxxx
--------------------------------------------
Xxxxxx Xxxxxxxx
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EXHIBIT A
Schedule 6.2(b)(viii)
Name Number of Shares
---- ----------------
Xxxxxx Xxxxxxxx 87,500
Xxxxxx Xxxxxxxx 87,500
Xxxxx Xxxxxxxxx 87,500
Xxxx-Xxxxxxx Guet 87,500
Xxxxxxx Xxxxxx 37,300
Xxxx Xxxxxx 33,300
Xxxxx Xxxxxxxxx 33,300
Xxxxxx Xxxxxx 20,300
Xxxxxx Xxxxxxx 18,000
Xxxxxx Xxxxxx 16,000
Xxx Xxxxxxxxx 16,000
Xxx Xxxxxxxx 13,000
Xxxxxxx Xxxxxxxx 13,000
Xxxx Baelens 12,000
Xxxxx Boutanios 11,000
Xxxxx Xxxxxxxxx 11,000
Xxxxxx Xxxxxxxx 9,000
Xxxxx Xxxxxxxx 2,500
Xxxxx Xxxxxxxx 2,500
Xxxxxx Xxxxx 600
Xxxxxx Xxxx Bouabcha 300
Xxxxx Xxxxxx 000
Xxxxxxxx Xxxxxxxxx 000
Xxxxxxxxxx Xxxxxxxxx 200
Xxxxxxx Xxxxxxxxx 200
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Total 600,000
A-1
