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EXHIBIT 10.24
AMENDMENT TO INVESTOR'S AGREEMENT
THIS AMENDMENT (this "Amendment) is entered into as of April 28, 2000
to amend the INVESTOR'S AGREEMENT (the "Agreement") entered into as of June 16,
1997, among ▇▇▇▇ ▇▇▇▇▇▇, an individual resident of the State of Virginia
("▇▇▇▇▇▇"), SYNQUEST, INC., a Georgia corporation ("SynQuest"), and WARBURG,
▇▇▇▇▇▇ INVESTORS, L.P., a Delaware limited partnership ("Warburg").
In consideration of the mutual promises, representations, warranties
and conditions set forth in this Amendment, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ and Warburg
mutually agree to amend the Agreement as follows.
Article V of the Agreement is deleted in its entirety and in its place
is inserted the following Article V:
ARTICLE V. PUT RIGHT. On the third anniversary of the Merger
Agreement, and on each subsequent four (4) anniversaries of the Merger
Agreement, ▇▇▇▇▇▇ may elect to put up to twenty percent (20%) of the
SynQuest Shares (that is, up to 150,000 of the SynQuest Shares per put)
at a price equal to $8.00 per share (no dividends or accrued interest
will be payable with respect to the shares).
In order to exercise his put rights under this Article, ▇▇▇▇▇▇
must deliver a written notice of his election to SynQuest specifying
the number of SynQuest Shares ▇▇▇▇▇▇ elects to sell to SynQuest ("Put
Election Notice"). Each Put Election Notice will constitute an
irrevocable election to sell shares identified in the Put Election
Notice and must be delivered by ▇▇▇▇▇▇ to SynQuest no later than sixty
(60) days prior to the anniversary date specified above.
Within thirty (30) days of delivery by ▇▇▇▇▇▇ to SynQuest of
any Put Election Notice, except as hereinafter provided, SynQuest will
pay ▇▇▇▇▇▇ an amount equal to $8.00 per share for the number of shares
specified in the Put Election Notice, and ▇▇▇▇▇▇ will deliver to
SynQuest good title, free and clear of any liens, of such shares.
Notwithstanding the foregoing, SynQuest may elect in its sole
discretion not to purchase the shares offered on the third, and only
the third, anniversary of the Merger Agreement. SynQuest must notify
▇▇▇▇▇▇, in writing, of its election not to accept the SynQuest Shares
("Postponement Notice") no later than fifteen business days after
receipt of the Put Election Notice. In the event that SynQuest issues a
Postponement Notice, ▇▇▇▇▇▇ may elect to put the shares subject to the
Postponement Notice only on the earlier of (i) the sale of all or
substantially all of the assets of SynQuest, or (ii) the fourth
anniversary of the Merger Agreement in accordance with the notification
provisions provided for in this Article 5, without forfeiting his
rights to put any additional shares on subsequent anniversaries of the
Merger Agreement.
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Except for any SynQuest Shares subject to a Postponement
Notice, the put rights granted under this Article automatically expire
and will be null and void and have no other force and effect upon the
closing of an underwritten public offering pursuant to an effective
registration statement under the Securities Act of 1933, as amended
(the "Securities Act"), covering the offer and sale of Common Stock for
the account of SynQuest to the public generally.
SIGNATURES ON THE FOLLOWING PAGE
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The parties have caused this Amendment to be duly executed as of April
28, 2000.
SynQuest:
SYNQUEST, INC.
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
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▇▇▇▇ ▇▇▇▇▇▇▇
EVP Fin. & Adm.
▇▇▇▇▇▇:
/s/ ▇▇▇▇ ▇▇▇▇▇▇
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▇▇▇▇ ▇▇▇▇▇▇
Warburg:
WARBURG, ▇▇▇▇▇▇ INVESTORS, L.P.
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
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Name:
Title:
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