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EXHIBIT 10.14
AMENDMENT TO CONVERTIBLE PROMISSORY NOTE
AND WARRANT PURCHASE AGREEMENT AND PREFERRED STOCK PURCHASE
WARRANT
This Amendment (this "Amendment") to that certain Convertible
Promissory Note and Warrant Purchase Agreement dated as of May 10, 1999 (the
"Purchase Agreement") and Preferred Stock Purchase Warrant is made as of March
___, 2000 by and among Sequoia Software Corporation, a Maryland corporation (the
"Company") and the parties set forth on Schedule I hereto (the
"Warrantholders"). The Company and the Warrantholders are collectively referred
to herein as the "Parties". All capitalized terms used herein and not otherwise
defined shall have the meanings ascribed to them in the Purchase Agreement.
RECITALS
WHEREAS, the Company issued and sold Notes in an original aggregate
principal amount of $5,000,000 to the Warrantholders pursuant to the terms of
the Purchase Agreement; and
WHEREAS, concurrently with the Initial Closing and Subsequent Closings
of the purchase and sale of the Notes under the Purchase Agreement, in
consideration of the purchase of the Notes, the Company issued to each
Warrantholder a warrant (collectively, the "Warrants") in the form attached
hereto as Exhibit A; and
WHEREAS, pursuant to the terms of the Purchase Agreement, each
Warrantholder converted the outstanding principal and accrued but unpaid
interest on its Note into shares of the Company's Series C Convertible Preferred
Stock, par value $0.001 per share (the "Series C Preferred Stock"); and
WHEREAS, the Parties desire to amend the terms of the Purchase
Agreement and the Warrants to set forth their mutual agreement and
understanding.
NOW, THEREFORE, in consideration of the premises, mutual promises and
covenants contained in this Amendment, and for other good and valuable
consideration, the sufficiency of which is hereby acknowledged, the Parties
hereby agree as follows:
1. Amendment of Purchase Agreement. The Purchase Agreement shall be
deemed to be amended as follows: the following shall be added immediately after
the last sentence of Section 3:
"Notwithstanding anything to the contrary herein, in the event
that the Series C Preferred Stock shall have automatically converted
into shares of common stock, par value $0.001 per share, of the Company
("Common Stock") pursuant to the terms of the Articles of Amendment and
Restatement of the Company, the term "Offered Securities" shall mean
shares of Common Stock."
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2. Amendment of Warrant. Each Warrant held by each Warrantholder shall
be deemed to be amended as follows:
a) the following clause shall be deemed to be added
immediately after the end of the first sentence of paragraph (a) of Section 2:
"; provided, that, notwithstanding anything to the
contrary herein, in the event that pursuant to Section 3 of the Purchase
Agreement, as amended, shares of Common Stock shall constitute Offered
Securities, the Holder may exercise this Warrant for shares of Offered
Securities at an exercise price equal to $4.11.
b) the following clause shall be deemed to be added
immediately after the end of the first sentence of paragraph (b) of
Section 2:
"; provided, that, notwithstanding anything to the
contrary herein, in the event that pursuant to Section 3 of
the Purchase Agreement, as amended, shares of Common Stock
shall constitute Offered Securities, this Warrant shall be
exercisable by the Holder for the number of shares of Common
Stock set forth opposite its name on Schedule I hereto, as may
be adjusted by the Company from time to time for stock
dividends, stock splits, reclassifications, combinations,
consolidations or similar events."
c) the following clause shall be deemed to be added
immediately after the end of the first sentence of Section 5:
"; provided, that, notwithstanding anything to the
contrary herein, in the event that pursuant to Section 3 of the
Purchase Agreement, as amended, shares of Common Stock shall constitute
Offered Securities, upon exercise of this Warrant the Holder shall be
entitled to the same registration rights enjoyed by the initial
purchasers of the Series C Preferred Stock, other than the right of
▇▇▇▇▇ Communications Fund, L.P. to request registration of the Offered
Securities."
3. Representations and Warranties of the Parties. Each Party hereby
represents and warrants to the other Parties that it has full power and
authority and has taken all required action necessary to permit it to execute
and deliver and to carry out the terms of this Amendment and all other
documents, instruments or transactions contemplated hereby.
4. Choice of Law. The internal laws of the State of Maryland shall govern
the enforceability and validity of this Agreement without regard to the
conflicts of law principles thereof.
5. Parties in Interest. The terms and provisions of this Amendment shall
be binding upon and inure to the benefit of, and be enforceable by, the
respective successors and assigns of the parties hereto. This Amendment shall
not run to the benefit of or be enforceable by any person other than a party to
this Amendment and its successors and assigns.
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7. Headings. The headings of the Sections and paragraphs of this Amendment
have been inserted for convenience and reference only and do not constitute a
part of this Amend.
8. Counterparts. This Amendment may be executed in any number of
counterparts and by different parties hereto in separate counterparts, with the
same effect as if all parties had signed the same document. All such
counterparts shall be deemed an original, shall be construed together and shall
constitute one and the same instrument.
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IN WITNESS WHEREOF, the undersigned have executed this Amendment as of
the date first above written.
COMPANY:
SEQUOIA SOFTWARE CORPORATION
By:
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▇▇▇▇ Wesker, President
WARRANTHOLDERS:
ANTHEM CAPITAL, L.P.
By: Anthem Capital Partners, L.P.
General Partner
By: Anthem Capital Partners, Inc.
General Partner
By:
--------------------------------------
Title:
-----------------------------------
NEPA VENTURE FUND II, L.P.
By: NEPA II Management Corporation
Its: General Partner
By:
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▇▇▇▇ ▇▇▇▇▇▇, Vice President
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
----------------------------------
▇▇▇▇▇▇▇ ▇. Faint, Jr.
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇
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APPROVED ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ TRUST ESTATE
TRUST B
By: By:
----------------------------- ----------------------------------
Miro Vranac, Jr. Member Advisory ▇.▇. ▇▇▇▇▇▇▇, Trustee
Board
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ TRUST -
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
By: By:
----------------------------- ----------------------------------
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, Trustee Miro Vranac, Jr., Trustee
-------------------------------------
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
FLANDERS LANGUAGE VALLEY FUND, C.V.A.
By:
----------------------------------
Title:
-------------------------------
LAMBRO'S L.P.
By: CJ Capital Management LLC
By:
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▇▇▇▇▇▇ ▇▇▇▇▇▇
Investment Advisor
SMART TECHNOLOGY VENTURES 2
By:
--------------------------------
Name:
-------------------------
Title:
------------------------
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▇▇▇▇▇▇ ▇▇▇▇▇▇
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▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Many
JODA ENTERPRISES, LTD.
By:
------------------------------------
Name:
---------------------------------
Title:
---------------------------------
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Odyssey Capital, L.P.
By:
-----------------------------------
Its:
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▇▇▇▇ ▇▇▇▇▇▇▇▇
SEQ Capital Investments
By:
-----------------------------------
Its:
-----------------------------------
▇. ▇▇▇▇▇▇▇ Family Trust Dtd. 08/15/93
By:
-----------------------------------
Its:
-----------------------------------
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W. ▇▇▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇ ▇. ▇▇▇▇▇
as JTWROS
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▇▇▇▇▇▇ ▇▇▇▇▇
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Cillian O'Bradaigh
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▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
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▇▇▇▇▇ ▇▇▇▇
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▇▇▇▇▇▇ ▇▇▇▇▇▇
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Schedule I
NAME OF WARRANTHOLDER NUMBER OF SHARES OF COMMON STOCK
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Anthem Capital, L.P. 27,263
NEPA Venture Fund II, L.P. 10,594
▇▇▇▇▇▇▇ ▇. Faint, Jr. 25,487
▇▇▇▇▇▇▇ ▇. ▇▇▇▇ 11,101
▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ Trust Estate
-- Trust B 15,156
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ Trust - ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇ 5,052
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ 506
Flanders Language Valley Fund, C.V.A. 31,575
Lambro's L.P. 68,761
Smart Technology Ventures 2 31,311
▇▇▇▇▇▇ ▇▇▇▇▇▇ 6,263
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Many 6,263
Joda Enterprises, Ltd. 5,299
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ 27,676
Odyssey Capital, L.P. 6,140
▇▇▇▇ ▇▇▇▇▇▇▇▇ 9,209
SEQ Capital Investments 10,744
▇. ▇▇▇▇▇▇▇ Family Trust Dtd. 08/15/93 10,744
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NAME OF WARRANTHOLDER NUMBER OF SHARES OF COMMON STOCK
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W. ▇▇▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇ ▇.
▇▇▇▇▇ as JTWROS 430
▇▇▇▇▇▇ ▇▇▇▇▇ 430
Cillian O'Bradaigh 492
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ 307
▇▇▇▇▇ ▇▇▇▇ 921
▇▇▇▇▇▇ ▇▇▇▇▇▇ 1,228
TOTAL 312,952
