Exhibit 4.9.1
This Amendment (the "Amendment") to that certain Series F Preferred Stock
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Purchase Agreement dated as of November 19, 1999 (the "Amendment"), by and among
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Intek Information, Inc., a Delaware corporation (the "Company"), and BVCF IV, a
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Delaware limited partnership ("Xxxxxxx"), and certain other signatories thereto
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is made effective upon the closing of the Company's IPO (as defined below).
W I T N E S S E T H
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WHEREAS, the Company and Xxxxxxx are each parties to the Agreement;
WHEREAS, the Agreement may be amended with the written consent of the
Company and Xxxxxxx pursuant to Section 8.7 thereof; and
WHEREAS, the Company and the Investors desire to amend certain provisions
of the Agreement.
NOW THEREFORE, the parties hereto hereby agree as follows:
1. Definition.
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As used in this Amendment, the following term shall have the meaning
ascribed to it below:
"IPO" means the initial underwritten offering pursuant to which the
Company's common stock, $.0001 par value per share, becomes registered
under Section 12 of the Securities Exchange Act of 1934, as amended.
2. Modification of Section 8.4.
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The following language shall be added to the end of the second sentence of
Section 8.4 of the Agreement:
"except a holder who shall have acquired such Conversion Shares pursuant to
a registration statement under the Securities Act of 1933, as amended,
pursuant to Rule 144 promulgated under the Securities Act, or on a national
securities exchange or the National Association of Securities Dealers
Automated Quotation System or similar organization."
3. Miscellaneous.
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(a) This Amendment shall be binding upon and inure to the benefit of and
be enforceable by the parties hereto and the respective successors,
personal representatives and assigns of the parties hereto.
(b) This Amendment shall be construed and enforced in accordance with and
governed by the laws of the State of New York without giving effect to
the conflicts of law principles thereof.
(c) This Amendment may be executed in any number of counterparts, each of
which shall be an original, but all of which together shall constitute
one instrument.
IN WITNESS WHEREOF, the undersigned have executed this Amendment to
become effective as set forth above.
INTEK INFORMATION INC.
By: /s/ Xxxxxxx X. X'Xxxxxxx
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Xxxxxxx X. X'Xxxxxxx
Chief Executive Officer and President
BVCF IV, L.P.
By: X. X. Xxxx Associates, LLC, its general partner
By: Xxxxxxx Venture Management, LLC, its Attorney-in-Fact
By: Xxxxxxx Partners, Inc., its Managing Member
By: /s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx
Executive Director
