EHHIBIT 10.24
INFORMATION MANAGEMENT ASSOCIATES, INC.
AMENDMENT NO. 2
TO
COMMON STOCK PURCHASE WARRANT
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This Agreement is made as of November 16, 1994 by and between
Information Management Associates, Inc., a Connecticut corporation (the
"Company") and Wand/IMA Investments, L.P. ("Wand/IMA").
WHEREAS, Wand/IMA is currently the holder of a Warrant (No. W-4)
initially entitling Wand/IMA to purchase 14,812 shares of common stock at $9.00
per share (subject to adjustment upon the occurrence of certain events) (the
"New Warrant");
WHEREAS, the New Warrant was previously amended as of June 1, 1994;
WHEREAS, the Company and Wand/IMA desire to further amend the terms of
the New Warrant;
NOW, THEREFORE, in consideration of the mutual agreements contained
herein and for other good and valuable consideration, the receipt of which is
hereby acknowledged, the parties hereto agree as follows and the New Warrant
(No. W-4) is hereby amended as hereinafter set forth.
SECTION 1. AMENDMENTS TO WARRANT
The terms and conditions of the New Warrant (No. W-4) are hereby
amended as follows:
1.1 Section 1.1 is hereby amended by inserting immediately following
the reference therein to "section 1.5" the phrase "or section 1.6".
1.2 Section 1.6 is hereby renumbered 1.7.
1.3 The following is hereby added as section 1.6:
"1.6 Payment by Application of Shares Otherwise Issuable. Upon any
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exercise of this Warrant, the holder hereof may, at its option, instruct
the Company, by written notice accompanying the surrender of this Warrant
at the time of such exercise, to apply to the payment required by section
1.1 such number of the shares of Common Stock otherwise issuable to such
holder upon such
exercise as shall be specified in such notice, in which case an amount
equal to the excess of the aggregate Current Market Price of such specified
number of shares on the date of exercise over the portion of the payment
required by section 1.1 attributable to such shares shall be deemed to have
been paid to the Company and the number of shares issuable upon such
exercise shall be reduced by such specified number."
1.4 Section 13.1(c) is hereby deleted in its entirety and the
following is substituted therefor:
"(c) Expenses. The Company will pay all Registration Expenses in
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connection with each registration requested pursuant to this section 13.1.
Underwriting discounts and commissions and transfer taxes, if any, in
connection with each such registration statement shall be allocated pro
rata among all Persons on whose behalf securities of the Company are
included in such registration, on the basis of the respective amounts of
the securities then being registered on their behalf."
1.5 Section 16(a) is hereby deleted in its entirety and the following
is substituted therefor:
"(a) Repurchase Option. Any holder or holders of Warrants holding at
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least a majority of the total outstanding Warrants (measured by the number
of shares of Common Stock into which such Warrants are exercisable) may
require the Company to repurchase (the "Repurchase Option") all or any part
of the Warrants if on or before December 21, 1996, there has not been an
Initial Public Offering."
1.6 The second sentence of Section 16(d)(i) is hereby deleted in its
entirety and the following is substituted therefor:
"The Repurchase Notice shall include the name of the holders electing
the Repurchase Option (the "Electing Holders") and the number of Warrants
(by holder) that the Company shall be required at that time to repurchase."
1.7 The second sentence of Section 16(d)(ii) is hereby deleted in its
entirety and the following is substituted therefor:
"Within five (5) Business Days after the date of this notice, Electing
Holders owning a majority of the Warrants (measured by the number of shares
of Common Stock into which such Warrants are exercisable) identified in the
Repurchase Notice shall notify the
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Company in writing (the "Holders IFE Notice") of their approval or
disapproval of the Company's initial choice of Independent Financial Expert
and, in the event of disapproval, such holders shall propose an alternative
firm as Independent Financial Expert."
SECTION 2. EFFECT OF AMENDMENT
Except as amended hereby, all provisions of the New Warrant shall
remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this Second
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:Chairman
WAND/IMA INVESTMENTS, L.P., by Wand
Partners Inc., its General Partner
By: /s/Xxxxx X. Xxxxxxx
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Xxxxx X. Xxxxxxx, President
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