EXHIBIT 10.28
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 Partners Inc. ("WPI").
WHEREAS, WPI is currently the holder of a Warrant (No. W-5) initially
entitling WPI to purchase 2,068 shares of common stock at $30.00 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;
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 follows and the WPI Warrant
(No. W-5) is hereby amended as hereinafter set forth.
SECTION 1. AMENDMENTS TO WARRANT
The terms and conditions of the WPI Warrant (No. W-5) 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 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."
1.3 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."
1.4 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 December 21, 1996, there has not been
an Initial Public Offering."
1.5 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."
1.6 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 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 WPI Warrant shall
remain in full force and effect.
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IN WITNESS WHEREOF, the parties hereto have executed this First
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 PARTNERS INC.
By: /s/ Xxxxx X. Xxxxxxx
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Xxxxx X. Xxxxxxx, President
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