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EXHIBIT 10.25
SECOND AMENDMENT TO
INVESTOR'S AGREEMENT
THIS SECOND AMENDMENT TO INVESTOR'S AGREEMENT dated as of _____ __,
2000, by and among Paul Bender, an individual resident of the State of Georgia
("Bender"), SynQuest, Inc., a corporation formed under the laws of the State of
Georgia ("SynQuest"), and Warburg, Pincus Investors, L.P., a Delaware limited
partnership ("Warburg"), which amends that certain Investors' Agreement entered
into as of June 16, 1997, as amended by that certain First Amendment to
Investor's Agreement, entered into as of April 28, 2000 (collectively, the
"Original Agreement"), by and among Bender, SynQuest and Warburg.
W I T N E S S E T H:
WHEREAS, Bender, SynQuest and Warburg desire to amend the Original
Agreement as more fully set forth herein;
NOW, THEREFORE, in consideration of the premises and the mutual
promises contained herein, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, Bender, SynQuest and
Warburg do hereby agree to amend the Original Agreement as follows:
There shall be added to the end of Article IV of the Original Agreement a new
subsection (h) which shall read as follows:
"(h) The right of first refusal granted under this Article IV
shall 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."
Capitalized terms not otherwise defined herein shall have the meanings
ascribed to them in the Original Agreement.
Except as amended herein, the provisions of the Original Agreement
shall remain in full force and effect.
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IN WITNESS WHEREOF, each of Bender, SynQuest and Warburg has caused its
duly authorized representative to execute this Amendment Number One on its
behalf as of the date first above written.
SYNQUEST, INC.
By:
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Name:
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Title:
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PAUL BENDER
By:
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Paul Bender
WARBURG, PINCUS INVESTORS, L.P.
By:
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Name:
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Title:
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