CERTAIN INFORMATION FROM THIS DOCUMENT HAS BEEN REDACTED PURSUANT TO A
CONFIDENTIAL TREATMENT REQUEST BY CLICKSOFTWARE TECHNOLOGIES LTD. UNDER 17
C.F.R.SS.SS.200.80(B)(4), 200.83 AND 240.24B-2 AND SUBMITTED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION.
First Amendment to the Share Purchase Agreement.
This First Amendment ("Amendment #1") to the Share Purchase Agreement is
entered into between IBM United Kingdom Limited ("IBM") and ClickSoftware
Technologies Limited ("ClickSoftware"). This Amendment #1 shall be made a part
of the Share Purchase Agreement and will come retroactively into force on June
30, 2005 ("Effective Date"). Capitalized terms used herein and not otherwise
defined shall have the meanings set forth in the SPA.
WHEREAS, ClickSoftware and IBM (collectively the "Parties" and each
individually a "Party") entered into a Share Purchase Agreement (as the same
may be amended, modified or supplemented from time to time, the "SPA") which
sets forth the terms and conditions relating to the funding of the Project
Office, consisting of the issuance and allotment by ClickSoftware to IBM of:
(1) a First Tranche of Shares in the amount of ***(1) ClickSoftware Ordinary
Shares issued on the First Closing, and (2) a Second Tranche of Shares in the
amount of ***(1) ClickSoftware Ordinary Shares, to be issued at the Subsequent
Closing, as such terms are defined in the SPA.
WHEREAS, concurrently with the execution of the SPA, the Parties entered into
(a) a Warrant Agreement which sets forth the terms and conditions relating to
the issuance of a warrant to IBM which will vest based on the achievement of
revenue performance milestones described therein; and (b) a Teaming Agreement
(the "Teaming Agreement"), in order to establish the basis for a teaming
relationship that provides a joint offering in the following solution areas:
Workforce Management, Field Force Automation and Asset Monitoring; and
WHEREAS, the Parties now wish to amend certain terms of the SPA, so that (1)
ClickSoftware makes payment to IBM in the amounts set forth in Amendment #1 of
the Teaming Agreement; and (2) in consideration of such payment, the parties'
respective rights and obligations relating to the Second Tranche of Shares
shall be deemed null and void and shall be of no further force or effect.
NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth
and other good and valuable consideration, ClickSoftware and IBM hereby agree
to amend the SPA as follows:
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(1) Information redacted pursuant to a confidential treatment request by
ClickSoftware Technologies Ltd. under 17 C.F.R.ss.ss.200.80(b)(4), 200.83
and 240.24b-2 submitted separately to the Securities and Exchange
Commission.
1. The Company shall pay to IBM, and IBM shall accept the amounts set forth in
Amendment #1 of the Teaming Agreement (to be paid in British Pounds based on
the U.S. Dollar representative rate of exchange published by the Federal
Reserve Bank of New York) (the "Cash Payments"); provided, however, that (i)
the Teaming Agreement has not been duly terminated by either of the Parties and
(ii) no Change of Control (as defined in the SPA) has been consummated.
2. The foregoing Cash Payments shall be in lieu of the issuance of the Second
Tranche of Shares by Company to IBM as specified in the SPA. All of the
parties' respective rights and obligations relating to the Second Tranche of
Shares as specified in the SPA shall be deemed null and void, and shall be of
no further force or effect.
3. The Company shall deliver to IBM true and correct copies of resolutions of
the Company's Board of Directors dated as of the date hereof in the form
attached hereto as Annex A approving (i) the payment of the Cash Payments by
the Company to IBM in lieu of issuing and allotting the Second Tranche of
Shares as provided in the SPA, and (ii) approving the amendment of the SPA with
this Amendment #1 and the execution and delivery by the Company of this
Amendment #1, Amendment #1 to the Teaming Agreement, , the First Amendment to
the Warrant Agreement, and any other agreements or documents entered into in
connection herewith.
4. All defined terms in this Amendment #1 shall have the meanings ascribed to
them in the SPA.
5. Except as specifically amended hereby, the SPA shall remain in full force
and effect and is hereby ratified and confirmed.
IN WITNESS WHEREOF, the Parties hereto have caused this Amendment #1 to be duly
executed by their representatives being thereunto duly authorized.
Agreed to: Agreed to:
ClickSoftware Technologies Limited IBM United Kingdom Limited
By____________________________________ By_____________________________
Authorized signature Authorized signature
Name (type or print): Name (type or print):
Title: Title:
Date: Date:
Address: Address:
