Exhibit 10.3(c)
May 11, 1998
To the Series C Preferred Stockholders
Of Giga Information Group, Inc.
Ladies and Gentlemen:
This letter, when countersigned, will confirm our understanding and
agreement, as set forth below, with respect to certain terms of the Series C
Preferred Stock, par value $0.01 per share (the "Series C Stock") and the
warrants to purchase Series C Stock (the "Warrants") that were issued (the
"Series C Financing") pursuant to the Series C Preferred Stock and Warrant
Purchase Agreement, dated May 9, 1997, as amended (the "Series C Purchase
Agreement"), among Giga Information Group, Inc. (the "Company") and the
Investors listed on the schedule of investors attached as Exhibit A thereto.
Notwithstanding the express language of the Series C Purchase Agreement
and the agreements and documents executed and effected in connection therewith,
including, without limitation, the Fourth Amended and Restated Certificate of
Incorporation (the "Restated Certificate") and the Warrants, the parties hereby
confirm the following:
1. The "full-market" anti-dilution protection of the Series C
Stock, as set forth in Section 5(e) of Article 1V.A of the Restated Certificate,
was intended to terminate upon the sale by the Company of Preferred Stock or
Common Stock at a price per common equivalent share (not per share) of at least
$4.61 and for aggregate proceeds to the Company of at least $6,500,000.
Consequently, such full-market anti-dilution protection should not terminate
upon the consummation of the Series D Preferred Stock financing currently
contemplated by the Company. The Company will seek to obtain the necessary
consents of stockholders in order to amend said Article IV.A to reflect the
foregoing intention.
2. The exercise price of the Warrants was intended to be $4.50
per common equivalent share (not per share of Series C Stock). Consequently, as
a result of the adjustment to the Conversation Rate (as defined in the Restated
Certificate) of the Series C Stock from 1 to 1.17429 as of December 31, 1997,
the exercise price of the Warrants should be adjusted to $5.28 per share of
Series C Stock (or $4.50 multiplied by 1.17429).
Please sign a copy of this letter agreement where indicated below and
return the same to us to evidence your agreement to the foregoing. By executing
and returning this letter agreement to us you will be deemed to have (1)
consented to an amendment to the Restated Certificate to reflect the
understanding in Paragraph 1 above in accordance with Section 228 of the General
Corporation Law of the State of Delaware, and (2) subject to such amendment
becoming effective, consented to the change in the exercise price of the
Warrants to reflect the understanding in Paragraph 2 above.
Please return the Warrant(s) previously issued to you together with
this letter agreement. Upon receipt of such Warrant(s), the Company will issue
an amended warrant in accordance with the foregoing.
Very truly yours,
GIGA INFORMATION GROUP, INC.
By:
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Name: Xxxxxx X. Xxxxxx
Title: Senior Vice President,
Chief Financial Officer,
Treasurer and Secretary
Agreed and Accepted as of the date
first written above:
XXXXX & COMPANY INCORPORATED
By:
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Name:
Title:
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Xxxxx X. Xxxxxxxxxx
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Xxxxxxx X. Xxxxxxxx
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Xxxxxx X. Xxxxxxx
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Xxxxxxx Xxxxxxxxx
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PEQUOT PRIVATE EQUITY FUND L.P.
By:
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Name:
Title:
XXXXXXXX FOREIGN PARTNERS, L.P.
By:
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Name:
Title:
XXXXXXXX PARTNERS, L.P.
By:
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Name:
Title:
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