EXHIBIT 10.24
COMPUTRON SOFTWARE, INC.
AMENDMENT NO. 1
TO
SECURITIES PURCHASE AGREEMENT
This Amendment No. 1 to Securities Purchase Agreement (the "Amendment") is
made as of January 9, 1998, by and among Computron Software, Inc., a Delaware
corporation (the "Company"), with its principal executive offices at
301 Route 17 North, Rutherford, New Jersey 07070, and the investors listed on
the signature pages hereto (the "Investors").
R E C I T A L S:
A. On December 30, 1997, the Company and the Investors entered into a
Securities Purchase Agreement (the "Agreement"), which provides the terms and
conditions of a purchase of common stock and warrants to purchase common stock
of the Company.
B. The parties desire to amend the Agreement as set forth herein.
A G R E E M E N T:
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:
1. Unless the context otherwise requires, capitalized terms defined in
the Agreement shall have such definitions in this Amendment.
2. Effective as of December 31, 1997, Section 5.3 of the Agreement shall
be deleted in its entirety.
3. Full Force and Effect. As modified by this Amendment, the Agreement
shall continue in full force and effect in accordance with its terms.
4. No Waiver. This Amendment is limited as specified and shall not
constitute a modification, acceptance or waiver of any other provision of the
Agreement.
5. Governing Law. The validity and interpretation of this Amendment
shall be governed by the laws of the State of New York, without giving effect to
the conflict of laws principles thereof.
6. Counterparts. This Amendment may be executed in counterparts, each of
which shall be deemed an original and which together shall be deemed one
Amendment.
IN WITNESS WHEREOF, the parties have caused this Amendment to be signed as
of the date first written above.
"COMPANY"
COMPUTRON SOFTWARE, INC.
a Delaware corporation
By: /s/ Michael R. Jorgensen
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Michael R. Jorgensen
Executive Vice President and
Chief Financial Officer
"INVESTORS"
LION INVESTMENTS LIMITED
By: /s/ Michael Waldron
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Name: Michael Waldron
Title: Director
WESTPOOL INVESTMENT TRUST plc
By: /s/ Michael Waldron
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Name: Michael Waldron
Title: Director
THE WEBER FAMILY TRUST DATED 1/6/89
By: /s/ Eugene M. Weber
----------------------------------
Name: Eugene M. Weber
Title: Trustee
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RH CAPITAL ASSOCIATES NUMBER ONE, L.P.
By: RH Capital Associates
Its: General Partner
By: /s/ Robert Horwitz
----------------------------------
Name: Robert Horwitz
Title: Sole Proprietor
ROBERT HORWITZ
/s/ Robert Horwitz
---------------------------------------
PAUL SAVIDIS
/s/ Paul Savidis
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WPG SOFTWARE FUND, L.P.
By: Weiss, Peck & Greer, L.L.C.
Its: General Partner
By: /s/ Richard Pollack
----------------------------------
Name: Richard Pollack
Title: General Counsel and Managing
Director
WPG INSTITUTIONAL
SOFTWARE FUND, L.P.
By: Weiss, Peck & Greer, L.L.C.
Its: General Partner
By: /s/ Richard Pollack
----------------------------------
Name: Richard Pollack
Title: General Counsel and Managing
Director
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CA CAPITAL MANAGEMENT LTD.
By: Weiss, Peck & Greer, L.L.C.
Its: Attorney-in Fact
By: /s/ Richard Pollack
----------------------------------
Name: Richard Pollack
Title: General Counsel and Managing
Director
SIPPL MACDONALD VENTURES II, L.P.
By: Sippl Macdonald Management, LLC
Its: General Partner
By: /s/ Jackie Macdonald
----------------------------------
Name: Jackie Macdonald
Title: Manager
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