EX-99 7 ex5sc13dcp.txt EXHIBIT 5 EXHIBIT 5 to SCHEDULE 13D AMENDMENT NO. 1 TO STOCK AND WARRANT PURCHASE AND EXCHANGE AGREEMENT THIS AMENDMENT NO. 1 TO STOCK AND WARRANT PURCHASE AND EXCHANGE AGREEMENT, dated as of November 9, 2001 (this "AMENDMENT"), is entered into by and among Critical Path, Inc., a California corporation (the "SELLER"), General Atlantic Partners 74 L.P., a Delaware limited partnership, GAP Coinvestment Partners II, L.P., a Delaware limited partnership, GapStar, LLC, a Delaware limited liability company, Vectis CP Holdings, LLC, Cenwell Limited and Campina Enterprises Limited (collectively, the "PURCHASERS") and amends the Stock and Warrant Purchase and Exchange Agreement, dated November 8, 2001 (the "PURCHASE AGREEMENT"), among the Seller and the Purchasers. WHEREAS, pursuant to the terms of the Purchase (i) the Company agreed to issue and sell to the Purchasers an aggregate of 4,000,000 shares, par value $0.001 per share, of Series D Cumulative Redeemable Convertible Participating Preferred Stock of the Company and (ii) the GAP Purchasers (as defined in the Purchase Agreement) are acquiring from the Seller warrants to purchase, at an exercise price of $1.05 per share, an aggregate of 2,500,000 shares of common stock, par value $0.001 per share, of Seller; and WHEREAS, the parties wish to amend the Purchase Agreement pursuant to Section 10.4 thereof. NOW, THEREFORE, the parties hereto hereby agree as follows: 1. SCHEDULE 2.1. Schedule 2.1. of the Purchase Agreement is hereby amended and restated in its entirety as set forth on SCHEDULE 2.1 attached hereto. 2. Except as otherwise expressly provided in this Amendment, all of the terms and conditions of the Purchase Agreement are hereby ratified and shall remain unchanged and continue in full force and effect. 2 3. This Amendment may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. 4. This Amendment shall be governed by and construed in accordance with the laws of the state of New York, without regard to the principles of conflicts of law of any jurisdiction. 3 IN WITNESS WHEREOF, the undersigned have duly executed and delivered this Amendment as of the day and year first above written. CRITICAL PATH, INC. By: /s/ Michael J. Zukerman --------------------------------------- Name: Michael J. Zukerman Title: Senior Vice President GENERAL ATLANTIC PARTNERS 74, L.P. By: GENERAL ATLANTIC PARTNERS, LLC, its General Partner By: /s/ Matthew Nimetz --------------------------------------- Name: Matthew Nimetz Title: A Managing Member GAP COINVESTMENT PARTNERS II, L.P. By: /s/ Matthew Nimetz --------------------------------------- Name: Matthew Nimetz Title: A General Partner GAPSTAR, LLC By: GENERAL ATLANTIC PARTNERS, LLC, its Managing Member By: /s/ Matthew Nimetz --------------------------------------- Name: Matthew Nimetz Title: A Managing Member 4 VECTIS CP HOLDINGS, LLC By: VECTIS GROUP, LLC, its Managing Member By: /s/ Matthew T. Hobart --------------------------------------- Name: Matthew T. Hobart Title: Chief Financial Officer CENWELL LIMITED By: /s/ Edmond Ip Tak Chuen --------------------------------------- Name: Mr. Edmond Ip Tak Chuen Title: Authorized Signatory CAMPINA ENTERPRISES LIMITED By: /s/ Edmond Ip Tak Chuen --------------------------------------- Name: Mr. Edmond Ip Tak Chuen Title: Director 5 SCHEDULE 2.1 ------------ PURCHASED SHARES AND PURCHASE PRICE ----------------------------------- -------------------------------------------------------------------------------- PURCHASER PURCHASED SHARES PURCHASE PRICE -------------------------------------------------------------------------------- GAP LP 581,688 $7,998,210.00 -------------------------------------------------------------------------------- GAP Coinvestment 82,097 $1,128,833.75 -------------------------------------------------------------------------------- GapStar 44,252 $608,465.00 -------------------------------------------------------------------------------- Vectis CP Holdings, LLC 581,818 $7,999,997.50 (1) -------------------------------------------------------------------------------- Cenwell Limited 436,364 $5,999,998.13 -------------------------------------------------------------------------------- Campina Enterprises Limited 436,363 $5,999,998.12 -------------------------------------------------------------------------------- Total: 2,162,582 $29,735,502.50 -------------------------------------------------------------------------------- ------------------------ 1 This amount is comprised of (i) cash in the amount of $5,250,000 and (ii) value for services provided by Vectis to the Company under the Vectis Agreement in the amount of $2,749,997.50.