EXHIBIT 10.72
INFORMATION MANAGEMENT ASSOCIATES, INC.
AMENDMENT NO. 4
TO
COMMON STOCK PURCHASE WARRANT
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This Agreement is made as of April 29, 1997 by and between
Information Management Associates, Inc., a Connecticut corporation (the
"Company") and Wand Partners Inc., a Delaware corporation ("WPI").
WHEREAS, WPI is currently the holder of a Warrant (No. W-5) entitling
WPI to purchase 20,068 shares of Common Stock at $3.00 per share (subject to
adjustment upon the occurrence of certain events) (the "WPI Warrant");
WHEREAS, the WPI Warrant was previously amended as of June 1, 1994,
November 16, 1994 and September 20, 1996;
WHEREAS, the Company and WPI desire to further amend the terms of the
WPI 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 follow and the WPI Warrant (No.
W-5) is hereby amended as hereinafter set forth.
SECTION 1. AMENDMENT TO WARRANT
The terms and conditions of the WPI Warrant (No. W-5) are hereby
amended as follows:
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
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at 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 November 1, 1998, there has not been
an Initial Public Offering."
SECTION 2. REPRESENTATIONS AND WARRANTIES OF THE COMPANY
The Company hereby represents and warrants to WPI as follows:
Authority and Validity. The execution, delivery and performance of
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this Amendment to the WPI 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 WPI 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
WPI 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 3. EFFECT OF AMENDMENT
Except as amended hereby, all provisions of the WPI Warrant shall
remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment
No. 4 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 & Chief Financial Officer
WAND PARTNERS INC.
By: /s/ Xxxxx X. Xxxxxxx
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Name: Xxxxx X. Xxxxxxx
Title: President
