Exhibit 10.41
Amendment to
Convertible Preferred Stock and Warrant Purchase Agreement
Among
MAPICS, Inc. (formerly Marcam Corporation)
General Atlantic Partners 32, L.P.
And
GAP Coinvestment Partners, L.P.
Effective Date of Amendment: August 4, 1999
This is an Amendment to the Convertible Preferred Stock and Warrant
Purchase Agreement dated July 19, 1996 (the "Agreement") among MAPICS, Inc.
(formerly Marcam Corporation), a Georgia corporation (the "Company"), General
Atlantic Partners 32, L.P., a Delaware limited partnership ("GAP LP"), and GAP
Coinvestment Partners, L.P., a New York limited partnership ("GAP Coinvestment",
and together with GAP LP, the "Purchasers").
WHEREAS, the General Atlantic Designee to the Company's Board of Directors
as named by the Purchasers has resigned as a director of the Company; and
WHEREAS, the Purchasers, as holders of all of the Series E Convertible
Preferred Stock, desire to forfeit their rights under Section 2(b) of Annex B to
the Company's Articles of Incorporation (the "Articles") to elect as a separate
series one director of the Company; and
WHEREAS, the parties desire to amend the Agreement to reflect such
understanding.
NOW, THEREFORE, in consideration of the mutual covenants and agreements set
forth herein and for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:
1. Forfeiture of Rights to Designate a Director.
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The Purchasers, as the holders of all of the Company's Series E Convertible
Preferred Stock, hereby forfeit all rights to elect or designate as a separate
series one director of the Company pursuant to Annex B of the Articles or
otherwise.
2. Amendment to Exhibit B - Series E Convertible Preferred Stock Certificate of
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Designation.
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Section 2(b) of Exhibit B to the Agreement is deleted in its entirety and
replaced as follows:
"(b) Purposely omitted."
3. Modification to Articles of Incorporation.
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The Company shall submit a proposal to amend the Company's Articles to remove
Section 2(b) from Annex B of such Articles for vote by the shareholders at the
2000 Annual Meeting of Shareholders. The Purchasers hereby agree to vote their
shares in favor of such proposal.
4. Miscellaneous.
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All the provisions of this Amendment by or for the benefit of the parties hereto
shall bind and inure to the benefit of their respective successors and assigns
hereunder.
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This Amendment may be executed in one or more counterparts, all of which taken
together shall constitute a single instrument.
Except as expressly provided herein, no other terms and provisions of the
Agreement shall be modified or changed by this Amendment and the terms and
conditions of the Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
executed by their respective authorized officers as of the day and year first
written above.
MAPICS, Inc.
/s/ Xxxxxxx X. Xxxxxxx
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Xxxxxxx X. Xxxxxxx
Chief Financial Officer
General Atlantic Partners 32, L.P.
By: /s/ Xxxxxx X. Xxxxxxx
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Name: Xxxxxx X. Xxxxxxx
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Title: A Managing Member
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GAP Coinvestment Partners, L.P.
By: /s/ Xxxxxx X. Xxxxxxx
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Name: Xxxxxx X. Xxxxxxx
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Title: A General Partner
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