EXHIBIT 10.70
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 Xxxxxx X. Xxxx ("Xxxx").
WHEREAS, Hill is currently the holder of a Warrant (No. W-3) entitling
Hill to purchase 23,810 shares of Common Stock at $.90 per share (subject to
adjustment upon the occurrence of certain events) (the "Hill Warrant") ;
WHEREAS, the Hill Warrant was previously amended as of June 1, 1994,
November 16, 1994 and September 20, 1996;
WHEREAS, the Company and Hill desire to further amend the terms of the
Hill 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 Hill Warrant
(No. W-3) is hereby amended as hereinafter set forth.
SECTION 1. AMENDMENT TO WARRANT
The terms and conditions of the Hill Warrant (No. W-3) 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 Hill as follows:
Authority and Validity. The execution, delivery and performance of
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this Amendment to the Hill 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 Hill 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 Hill 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 Hill 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
By: /s/ Xxxxxx X. Xxxx
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Xxxxxx X. Xxxx
