First Amendment to Series B Convertible Preferred Stock Purchase Warrant between Viewlocity, Inc. and Battery Investment Partners IV, LLC

Summary

This amendment, dated May 24, 2000, is between Viewlocity, Inc. and Battery Investment Partners IV, LLC. It modifies the terms of a previously issued Series B Convertible Preferred Stock Purchase Warrant. The changes include a new expiration date for the warrant and a revised definition of "Fair Market Value" for certain exercises of the warrant, particularly in relation to an initial public offering. All other terms of the original warrant remain unchanged and in effect.

EX-10.24 26 ex-10_24.txt EXHIBIT 10.24 EXHIBIT 10.24 VIEWLOCITY, INC. FIRST AMENDMENT TO SERIES B CONVERTIBLE PREFERRED STOCK PURCHASE WARRANT This FIRST AMENDMENT TO SERIES B CONVERTIBLE PREFERRED STOCK PURCHASE WARRANT is made as of May 24, 2000, by and between VIEWLOCITY, INC., a Delaware corporation (the "Company"), and Battery Investment Partners IV, LLC (the "Holder"). RECITALS: WHEREAS, the Company previously issued to Holder that certain Series B Convertible Preferred Stock Purchase Warrant numbered B-4, dated as of April 9, 1999 (the "Warrant"), pursuant to a certain Preferred Stock and Preferred Stock Warrant Purchase Agreement, dated as of February 25, 1999, by and among the Company and the persons named therein; WHEREAS, the Company and Holder desire to amend certain terms of the Warrant as set forth herein; NOW, THEREFORE, the Company and Holder hereby amend the Warrant as follows: 1. The definition of "Expiration Date" shall be amended and replaced in its entirety as follows: The term "Expiration Date" refers to the earlier of March 12, 2004 or upon the closing of an "Initial Public Offering" (as defined in, Section 5O of the Company's Certificate of Designations filed with the Secretary of State of the State of Delaware on February 26, 1999, and any amendments thereto (the "Certificate of Designations")) by the Company. 2. The following shall be inserted at the end of Section 1(b) of the Warrant as follows: The term "Fair Market Value" shall mean (a) if a net issue election is made pursuant to this Section 1(b) with respect to the exercise of this warrant to be effective within 30 days prior to the closing of an Initial Public Offering, the price paid by the public in the Initial Public Offering, and (b) if a net issue election is made pursuant to this Section 1(b) with respect to the exercise of this warrant to be effective more than 30 days prior to the closing of an Initial Public Offering, "Fair Market Value" as defined in Section 9(c) of the Certificate of Designations. 3. The Warrant is hereby amended wherever necessary to reflect the changes described above. Except to the extent set forth hereinabove, all terms of the Warrant shall remain unchanged and in full force and effect, and are hereby restated, ratified, reaffirmed and renewed by the Company. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] IN WITNESS WHEREOF, the Company and Holder have caused this Amendment to be executed as of the date first above written. VIEWLOCITY, INC. By: /s/ Stan F. Stoudenmire _____________________________________ Title: Sr. VP and Secretary _____________________________________ [Corporate Seal] Attest: By: _____________________________________ Title: _____________________________________ BATTERY INVESTMENT PARTNERS IV, LLC By: BATTERY PARTNERS IV, LLC, ITS GENERAL PARTNER By: /s/ Oliver D. Curme _____________________________________ Title: Member Manager _____________________________________