EXHIBIT 10.8
AMENDMENT
TO THE
SHARE PURCHASE AGREEMENT
Reference is made to that certain Share Purchase Agreement (the
"Agreement") entered into as of July 20, 2001, by and among MetaSolv, Inc., a
Delaware corporation (the "Company"), MetaSolv Canada Inc., a corporation
incorporated under the laws of Nova Scotia and a wholly-owned subsidiary of the
Company ("MetaSolv Canada"), MetaSolv Canada Holdings Inc., a corporation
incorporated under the laws of Nova Scotia and a wholly-owned subsidiary of
MetaSolv Canada ("MCH"), LAT45(degree) Information Systems Inc., a corporation
incorporated under the federal laws of Canada ("LAT45"), each of the
shareholders of LAT45 and each of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ and ▇▇▇▇-▇▇▇▇▇▇▇ Guet. This Amendment to the Share Purchase Agreement
(this "Amendment") is entered into as of August 20, 2001, by and between MCH and
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, the shareholders' representative appointed pursuant to Section
8.16 of the Agreement (the "Shareholders' Representative").
RECITALS:
--------
A. MCH and the Shareholders' Representative wish to enter into this
Amendment to amend and restate Schedule 6.2(b)(viii) to the Agreement in its
entirety.
B. Pursuant to Section 8.3 of the Agreement, the Agreement may be amended
in writing by MCH and the Shareholders' Representative.
NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree as follows:
AGREEMENTS:
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1. The parties hereto agree that Schedule 6.2(b)(viii) to the Agreement
shall be amended and restated in its entirety to read as set forth on Exhibit A
---------
hereto.
2. The parties hereto agree that, except as set forth above in paragraph 1,
the Agreement shall remain unaffected and in full force and effect.
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of
the date first above written.
METASOLV CANADA HOLDINGS INC.
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title: Secretary
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SHAREHOLDERS' REPRESENTATIVE:
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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EXHIBIT A
Schedule 6.2(b)(viii)
Name Number of Shares
---- ----------------
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ 87,500
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ 87,500
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ 87,500
▇▇▇▇-▇▇▇▇▇▇▇ Guet 87,500
▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 37,300
▇▇▇▇ ▇▇▇▇▇▇ 33,300
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ 33,300
▇▇▇▇▇▇ ▇▇▇▇▇▇ 20,300
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 18,000
▇▇▇▇▇▇ ▇▇▇▇▇▇ 16,000
▇▇▇ ▇▇▇▇▇▇▇▇▇ 16,000
▇▇▇ ▇▇▇▇▇▇▇▇ 13,000
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ 13,000
▇▇▇▇ Baelens 12,000
▇▇▇▇▇ Boutanios 11,000
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ 11,000
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ 9,000
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ 2,500
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ 2,500
▇▇▇▇▇▇ ▇▇▇▇▇ 600
▇▇▇▇▇▇ ▇▇▇▇ Bouabcha 300
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ 200
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ 200
---
Total 600,000
A-1
