Amendment No. 7 to Note and Preferred Stock Purchase Agreement between EpicEdge, Inc. and Edgewater Private Equity Fund III, L.P.

Summary

This amendment, dated November 1, 2002, modifies the existing Note and Preferred Stock Purchase Agreement between EpicEdge, Inc. and Edgewater Private Equity Fund III, L.P. The amendment updates how proceeds from certain investors may be used, specifically allowing Edgewater to direct these funds toward repayment of a $2,100,000 note and accrued interest until fully paid or converted. All other terms of the original agreement remain unchanged. EpicEdge agrees to cover Edgewater’s related legal and administrative costs. The amendment is effective upon signing by both parties.

EX-4.43 8 d01266exv4w43.txt AMENDMENT 7 TO PREFERRED STOCK PURCHASE AGREEMENT EXHIBIT 4.43 AMENDMENT NO. 7 TO NOTE AND PREFERRED STOCK PURCHASE AGREEMENT THIS AMENDMENT NO. 7 TO NOTE AND PREFERRED STOCK PURCHASE AGREEMENT (this "Amendment") is made as of November 1, 2002, by and among EpicEdge, Inc., a Texas corporation (the "Company"), and Edgewater Private Equity Fund III, L.P., a Delaware limited partnership ("Edgewater"). WHEREAS, the Company, Edgewater and certain other parties named therein entered into that certain Note and Preferred Stock Purchase Agreement dated as of April 16, 2002 (as amended from time to time, the "Purchase Agreement"); WHEREAS, pursuant to Section 9.5 of the Purchase Agreement, the Purchase Agreement may be amended by the Company and the Purchaser Majority (as defined therein); and WHEREAS, the Company and the Purchaser Majority wish to amend the Purchase Agreement pursuant to the terms set forth herein. NOW, THEREFORE, for and in consideration of the premises and mutual agreements herein contained and for the purposes of setting forth the terms and conditions of this Amendment, the parties, intending to be bound, hereby agree as follows: 1. Incorporation of the Agreement. All capitalized terms which are not defined hereunder shall have the same meanings as set forth in the Purchase Agreement. To the extent any terms and provisions of the Purchase Agreement are inconsistent with the amendments set forth in Paragraph 2 below, such terms and provisions shall be deemed superseded hereby. Except as specifically set forth herein, the Purchase Agreement shall remain in full force and effect and its provisions shall be binding on the parties hereto. 2. Amendments to the Purchase Agreement. (a) Clause (d) of Section 2.3 of the Purchase Agreement is hereby amended and restated in its entirety to read as follows: "(d) payment of proceeds invested by any purchaser other than Edgewater at one or more Subsequent Closings, which proceeds may, at Edgewater's sole discretion, be used solely to pay $2,100,000 of the outstanding principal amount of the Substitute Note issued to Edgewater hereunder ("Edgewater Special Debt"), plus any accrued interest thereon, until such time as the Edgewater Special Debt, plus accrued interest thereon, has been paid in full or otherwise converted in accordance with Section 2.7 hereof, after which time, any remaining proceeds shall be used for any other purpose set forth in this Section 2.3." 3. Effectuation. The amendments to the Purchase Agreement contemplated by this Amendment shall be deemed effective immediately upon the full execution of this Amendment and without any further action required by the parties hereto. There are no conditions precedent or subsequent to the effectiveness of this Amendment. 4. Fees and Expenses. The Company agrees to pay on demand all costs and expenses of or incurred by Edgewater (including, but not limited to, legal fees and expenses) in connection with the evaluation, negotiation, preparation, execution and delivery of this Amendment. 5. Counterparts. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. One or more counterparts of this Amendment may be delivered by facsimile, with the intention that delivery by such means shall have the same effect as delivery of an original counterpart thereof. [SIGNATURE PAGE FOLLOWS] * * * * * 2 IN WITNESS WHEREOF, the parties have executed this Amendment No. 7 to Note and Preferred Stock Purchase Agreement as of the date first written above. EpicEdge, Inc., a Texas corporation By: /s/ Richard Carter --------------------------------------- Its: President Edgewater Private Equity Fund III, L.P., a Delaware limited partnership By: Edgewater III Management, L.P. Its: General Partner By: Gordon Management, Inc. Its: General Partner By: Mark McManigal --------------------------------------- Its: VP ---------------------------------------