EXHIBIT 10.38
AMENDMENT NO.
1
TO
SENIOR SECURED BRIDGE NOTE
PURCHASE AGREEMENT
THIS AMENDMENT
NO. 1 to the Senior Secured Bridge Note Purchase Agreement (the
“ Amendment ”) is entered into effective as of
September 1, 2005, by and among Axeda Systems Inc., a Delaware
corporation (the “ Company ”), Axeda Systems
Operating Company, Inc., a Massachusetts corporation (“
ASOC ”), and JMI Equity Fund V, L.P., a Delaware
limited partnership, and JMI Equity Fund V (AI), L.P., a Delaware
limited partnership (collectively, the “ Purchasers
”).
WHEREAS, the
Company, ASOC and the Purchasers have entered into that certain
Senior Secured Bridge Note Purchase Agreement, dated as of July 8,
2005 (the “ Bridge Loan Agreement ”).
WHEREAS, the
Company, ASOC and the Purchasers desire to amend the provisions of
the Bridge Loan Agreement to modify the definition of Maturity
Date.
NOW, THEREFORE,
in consideration of the foregoing and the mutual promises and
conditions of the Amendment, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1.
Maturity Date . Section 5(a)(vi) of the Bridge Loan
Agreement is hereby amended by removing “October 31,
2005” and inserting “December 15,
2005”.
2.
Amendment of Bridge Loan Agreement . This Amendment hereby
amends the Bridge Loan Agreement. Except as explicitly provided
in
