Exhibit 4.13
April 24, 2009
Unify Corporation
1420 Rocky Ridge Drive
Roseville, California 95661
Attention: Todd E. Wille, President and Chief Executive
Officer
Dear Todd:
Reference is hereby made to the
Purchase Agreement, dated as of April 23, 2004 (the “Purchase
Agreement”), among Unify Corporation (the
“Company”) and each of Special Situations Fund III,
L.P., Special Situations Cayman Fund, L.P., Special Situations
Private Equity Fund, L.P. and Special Situations Technology Fund,
L.P. (collectively with their successors and assignees, the
“Funds”). Pursuant to the terms of the Purchase
Agreement, the Funds acquired, among other things, warrants (the
“Warrants”) that are presently exercisable for an
aggregate of 475,456 shares (the “Warrant Shares”) of
the Company’s common stock, par value $0.001 per share (the
“Common Stock”). Capitalized terms used herein have the
respective meanings ascribed thereto in the Purchase Agreement
unless otherwise defined herein.
In order to induce the Funds to exercise the Warrants, the
Company hereby lowers the Warrant Price of the Warrants to $2.50
per Warrant Share (the “Inducement Price”).
The Funds hereby exercise the Warrants in full for all of the
Warrant Shares at the Inducement Price per share in accordance with
the terms of the Warrants. The Inducement Price shall be payable in
cash as specified in the Warrants.
The Funds and the Company agree that the exercise of the
Warrants, the payment of the Inducement Price and delivery of the
Warrant Shares to the Funds shall be completed in accordance with
the terms of the Warrants and the Purchase Agreement. Without
limiting the generality of the foregoing, the Company agrees to
cause its transfer agent to issue certificates representing the
Warrant Shares to the Funds in such denominations and registered in
such names as the Funds may request, without restrictive
legends.
In consideration of the exercise of the Warrants by the Funds,
the Company hereby grants to the Funds new warrants (the “New
Warrants”) to acquire an aggregate of 190,182 shares of
Common Stock (the “New Warrant Shares”) at a warrant
price of $2.75 per New Warrant Share (the “New Warrant
Price”). The New Warrants shall be in substantially the form
of the Warrants, except as provided herein. The New Warrants shall
be issued in such denominations and registered in such names as the
Funds may request. The Funds agree that “Excluded
Issuances” under the New Warrants shall include the issuance
of Common Stock, “Options” or “Convertible
Securities” (as such terms are defined in the Warrants)
pursuant to the terms of the Agreement and Plan of Merger, dated as
of April 16, 2009, among the Company, UCAC, Inc. and AXS-One, Inc.
as in effect on the date hereof.
The Company agrees to effect the registration of the New Warrant
Shares for resale by the Funds or their transferees pursuant to the
requirements of the 1933 Act and applicable state securities laws
as promptly as practicable after the date hereof and in any event
no later than August 31, 2009 (the “Filing Deadline”).
The Company and the Funds agree that the terms of the Registration
Rights Agreement shall govern the registration of the New Warrant
Shares, except that the “Closing Date” specified
therein shall be deemed to be the date hereof, the
“Registrable Securities” shall be deemed to include the
New Warrant Shares and certain agreements with respect to
liquidated damages for failure to meet registration statement
filing and effectiveness deadlines specified therein shall be
replaced by the provisions in the following paragraph.
In the event the Company fails to file a registration statement
covering the New Warrant Shares by the Filing Deadline, or the
Company fails to cause such registration statement to be declared
effective by November 30, 2009 (the “Effectiveness
Deadline”), the Company shall pay the Funds as liquidated
damages and not as a penalty an amount equal to $5,000 for each
30-day period (or pro rata for any portion thereof) following the
Filing Deadline or the Effectiveness Deadline, as the case may
be.
T
