This Stock
Purchase Agreement (this “ Agreement ”), dated
as of September 8, 2009, is by and between JDA Software Group,
Inc., a Delaware corporation (the “ Company ”),
Thoma Cressey Fund VII, L.P, a Delaware limited partnership
(“ Fund VII ”) and Thoma Cressey Friends Fund
VII, LP, a Delaware limited partnership (“ Friends Fund
VII ” and together with Fund VII, the “ Thoma
Bravo Funds ”).
WHEREAS,
the Company has agreed, subject to the conditions herein, to
purchase from the Thoma Bravo Funds (i) 19,472 shares of
Series B Convertible Preferred Stock, par value $0.01 per
share, which shares are convertible into 1,403,387 shares of the
Company’s common stock, par value $0.01 per share and
(ii) 100,000 shares of Common Stock (“ Common
Stock ”).
NOW,
THEREFORE, in consideration of the acts, payments, covenants
and mutual agreements herein described and agreed to be performed,
the Company and the Thoma Bravo Funds hereby agree as
follows:
1.
Purchase and Sale of the Series B Preferred and Common
Stock.
(a) Upon
the terms of and subject to conditions set forth in this Agreement,
the Thoma Bravo Funds hereby agree to sell to the Company, and the
Company hereby agrees to purchase from the Thoma Bravo Funds,
19,472 shares of Series B Convertible Preferred Stock (the
“ Series B Preferred ”) and 100,000 shares
of Common Stock. The number of shares of Series B Preferred
and Common Stock to be purchased from each of Fund VII and Friends
Fund VII are specified on Schedule 1 hereto.
(b) The
purchase price for the Series B Preferred shall be $28,067,740
in the aggregate (or $20.00 per share of Common Stock into which
the Series B Preferred is convertible) and the purchase price
for the Common Stock shall be $2,000,000 in the aggregate (or
$20.00 purchase price per share of Common Stock) (the “
Purchase Price ”).
(c) The
closing shall take place on September 10, 2009 (the “
Closing Date ”). On the Closing Date, the Thoma Bravo
Funds shall surrender to the Company any certificates representing
the Series B Preferred and Common Stock, together with duly
executed stock powers for the transfer of the Series B
Preferred and Common Stock to the Company, or otherwise provide to
the Company satisfactory evidence of the transfer of the
Series B Preferred and Common Stock to the Company, against
payment of the purchase price for the therefore to the Thoma Bravo
Funds by wire transfer to an account or accounts designated in
writing by the Thoma Bravo Funds.
(d) Upon
closing, Orlando Bravo will be deemed to have resigned from the
Board of Directors, and all rights or obligations of or relating to
the Series B Preferred and Common Stock shall
terminate.
2.
Representations, Warranties and Covenants of the Thoma Bravo
Funds . The Thoma Bravo Funds hereby represent, warrant and
covenant to the Company as follows:
(a)
Ownership of the Series B Preferred and Common
Stock. The Thoma Bravo Funds are the sole beneficial owners
and holders of the entire right, title and interest in and to the
Series B Preferred and Common Stock, free and clear of all
liens and other encumbrances (other than restrictions on transfer
imposed by federal and state securities laws).
(b)
Authorization; Enforceability . The Thoma Bravo Funds
have full power and authority to enter into this Agreement. This
Agreement has been duly authorized by all necessary corporate
action and constitutes valid and legally binding obligations of
each of the Thoma Bravo Funds, enforceable against the Thoma Bravo
Funds in accordance with its terms.
(c)
No Conflicts . The execution and delivery by the
Thoma Bravo Funds of this Agreement does not, and the consummation
of the transactions contemplated hereby will not: (i) conflict
with or result in a violation or breach of any law, rule,
regulation, order or decree applicable to the Thoma Bravo Funds;
(ii) conflict with or result in a violation or breach of, or
constitute (with or without notice or lapse of time or both) a
default under, any contract to which the Thoma Bravo Funds are a
party; (iii) except as set forth in this Agreement or as
required by the federal securities laws, require the Thoma Bravo
Funds to obtain any consent, approval or action of, make any filing
with or give any notice to any person as a result under the terms
of any contract to which the Thoma Bravo Funds are a party; or
(iv) result in the creation or imposition of any lien or other
encumbrance upon the Series B Preferred or Common
Stock.
(d)
Securities Law Matters; Adequacy of Information .
Each of the Thoma Bravo Funds is an “accredited
investor” as defined in Rule 501 of the Securities Act
of 1933, as amended and the decision of the Thoma Bravo Funds to
sell the Series B Preferred and Common Stock as contemplated
hereby has been made by the Thoma Bravo Funds, based on the Thoma
Bravo Funds’ independent analysis of the merits and risks of
a sale of the Series B Preferred and Common Stock and the
Thoma Bravo Funds’ own financial circumstances. The Thoma
Bravo Funds, by virtue of their representation on the Board of
Directors of the Company, have all information or access to
information regarding the Company an
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