0001104659-03-018871.txt : 20030815 0001104659-03-018871.hdr.sgml : 20030815 20030815150704 ACCESSION NUMBER: 0001104659-03-018871 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20030815 GROUP MEMBERS: KLEINER PERKINS CAUFIELD & BYERS IX-A,L.P. GROUP MEMBERS: KLEINER PERKINS CAUFIELD & BYERS IX-B,L.P. GROUP MEMBERS: KPCB HOLDINGS, INC. GROUP MEMBERS: VINOD KHOSLA SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SEEC INC CENTRAL INDEX KEY: 0000925524 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 550686906 STATE OF INCORPORATION: PA FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-51997 FILM NUMBER: 03850576 BUSINESS ADDRESS: STREET 1: CLIFF MINE RD STREET 2: PARK WEST ONE STE 200 CITY: PITTSBURGH STATE: PA ZIP: 15275 BUSINESS PHONE: 4128930422 MAIL ADDRESS: STREET 1: CLIFF MINE ROAD STREET 2: PARK WEST ONE, SUITE 200 CITY: PITTSBURGH STATE: PA ZIP: 15275 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: KPCB IX ASSOCIATES LLC CENTRAL INDEX KEY: 0001111392 IRS NUMBER: 943320706 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 2750 SAND HILL RD CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 6502332750 MAIL ADDRESS: STREET 1: 2750 SAND HILL RD CITY: MENLO PARK STATE: CA ZIP: 94025 SC 13D/A 1 a03-2761_1sc13da.htm SC 13D/A

SEC 1746
(11-02)

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

	UNITED STATES	OMB APPROVAL
	SECURITIES AND EXCHANGE COMMISSION	OMB Number: 3235-0145
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INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13D-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13D-2(a)

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

SEEC, Inc.

(Name of Issuer)

Common Stock, $0.01 Par Value

(Title of Class of Securities)

784110108

(CUSIP Number)

John A. Denniston

Kleiner, Perkins Caufield & Byers

2750 Sand Hill Road

Menlo Park, CA 94025

(650) 233-2750

with a copy to:

Matthew R. Gemello

Baker & McKenzie

Two Embarcadero Center

Twenty-fourth Floor

San Francisco, CA 94111

(415) 576-3000

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

August 14, 2003

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ]

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

^* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No.

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Vinod Khosla S.S. or I.R.S. Identification Nos. of Above Persons (entities only)

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			[ ]
		(b)			[X]

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) 00, PF, and AF

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ]

	6.	Citizenship or Place of Organization United States

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 22,973

			8.	Shared Voting Power 1,182,381

			9.	Sole Dispositive Power 22,973

			10.	Shared Dispositive Power 1,182,381

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,205,354 (1)

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ]

	13.	Percent of Class Represented by Amount in Row (11) 16.3%

	14.	Type of Reporting Person (See Instructions) IN

(1) Mr. Khosla disclaims benefeical ownership of any shares of SEEC, Inc. stock not held directly by him.

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). KPCB IX Associates, LLC S.S. or I.R.S. Identification Nos. of Above Persons (entities only) 94-332 07 06

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			[ ]
		(b)			[X]

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) AF

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ]

	6.	Citizenship or Place of Organization California

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0

			8.	Shared Voting Power 1,182,381

			9.	Sole Dispositive Power 0

			10.	Shared Dispositive Power 1,182,381

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,182,381

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ]

	13.	Percent of Class Represented by Amount in Row (11) 16.0%

	14.	Type of Reporting Person (See Instructions) PN

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Kleiner Perkins Caufield & Byers IX-A, L.P. S.S. or I.R.S. Identification Nos. of Above Persons (entities only) 94 - 332 07 07

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			[ ]
		(b)			[X]

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) WC

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ]

	6.	Citizenship or Place of Organization California

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0

			8.	Shared Voting Power 937,042

			9.	Sole Dispositive Power 0

			10.	Shared Dispositive Power 937,042

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 937,042

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ]

	13.	Percent of Class Represented by Amount in Row (11) 12.7%

	14.	Type of Reporting Person (See Instructions) PN

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Kleiner Perkins Caufield & Byers IX-B, L.P. S.S. or I.R.S. Identification Nos. of Above Persons (entities only) 94-3324139

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			[ ]
		(b)			[X]

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) WC

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ]

	6.	Citizenship or Place of Organization California

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0

			8.	Shared Voting Power 28,929

			9.	Sole Dispositive Power 0

			10.	Shared Dispositive Power 28,929

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 28,929

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ]

	13.	Percent of Class Represented by Amount in Row (11) 0.4%

	14.	Type of Reporting Person (See Instructions) PN

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). KPCB Holdings, Inc. S.S. or I.R.S. Identification Nos. of Above Persons (entities only) 2154956

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			[ ]
		(b)			[X]

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) AF

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ]

	6.	Citizenship or Place of Organization California

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 1,081,912

			8.	Shared Voting Power 0

			9.	Sole Dispositive Power 0

			10.	Shared Dispositive Power 0

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,081,912

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ]

	13.	Percent of Class Represented by Amount in Row (11) 14.6%

	14.	Type of Reporting Person (See Instructions) CO

Item 1.	Security and Issuer
This Amendment No. 1 (this “Amendment”) to Schedule 13D relates to the common stock, par value $0.01 per share (the “Issuer Common Stock”), and the convertible preferred stock, par value $0.01 per share (the “Issuer Preferred Stock”) of SEEC, Inc., a Pennsylvania corporation (the Issuer). The Issuer Preferred Stock is convertible on demand into shares of Issuer Common Stock on a one-for-one basis and Issuer Preferred Stock votes with Issuer Common Stock on a one-for-one basis.
This Amendment supplements and amends the initial Schedule 13D filed January 21, 2003, by Vinod Khosla, KPCB IX Associates LLC (“KPCB Associates”), Kleiner Perkins Caulfield & Byers IX-A, L.P. (“KPCB IX-A”), Kleiner Perkins Caufield & Byers IX-B, L.P. (“KPCB IX B”), and KPCB Holdings, Inc. (“Holdings”) (the “Schedule 13D”). This Amendment reports that certain of the transaction documents executed in connection with the Other Transactions (defined in Item 4, below) have been amended and restated in their entirety. Except as provided herein, the Amendment does not modify any of the information previously reported on the Schedule 13D, other than the cover pages of the Schedule 13D, Item 4 and Item 5, which have been amended and restated in their entirety, and Item 7, which has been supplemented. The principal executive offices of the Issuer are located Park West One, Cliff Nine Road, Ste. 200, Pittsburgh, Pennsylvania 15275.

Item 4.	Purpose of Transaction
Item 4 is amended and restated in its entirety as follows:
(a)-(g) The PIPE Shares acquired pursuant to the PIPE Transaction represent a significant ownership interest in the Issuer. In addition, to the extent the Other Transactions are completed (as described in this Item 4), Mr. Khosla and KPCB Associates will have a substantial interest in the Issuer (as described in this Item 4, closing of the Other Transactions is subject to certain conditions, including shareholder approval). Further, in connection with the PIPE Transaction, the Issuer agreed that, for so long as Holdings owns at least 200,000 shares of the PIPE Shares, it will use its best efforts to cause two designees of Holdings to be appointed to its board of directors. Effective as of immediately following the closing of the PIPE Transaction, Mr. Khosla was named to the Issuer’s board of directors as one of these two designees. Pursuant to the PIPE Transaction, the Issuer agreed to cause a registration statement covering the PIPE Shares to be filed no later than ten business days following the date that the Issuer files a Form 8-K with the SEC containing the financial statements of Asera (as defined in this Item 4) required to be included therein.
The Reporting Persons currently have no plan or proposal to acquire additional shares of Issuer Common Stock on the open market or otherwise, other than the PIPE Shares acquired pursuant to the PIPE Transaction and the additional Issuer Preferred Stock and Common Stock expected to be acquired pursuant to the Other Transactions. Other than as described in this Item 4, the Reporting Persons presently have no plan or proposal relating to the matters listed in Items (a)-(g) of Schedule l3D. The Reporting Persons reserve their right to change their plans or purposes with respect to these matters.
Concurrently with the PIPE Transaction, the Issuer purchased certain assets, and assumed certain liabilities, of Asera, Inc., a Delaware corporation (“Asera”), pursuant to that certain Asset Purchase Agreement dated as of January 8, 2003 (the “Asset Transaction”). Included among the liabilities to be assumed was Asera’s senior secured debt in the aggregate principal amount of $2,112,525 owed by Asera to several of its existing stockholders, including Holdings (the “Bridge Lenders”).
In connection with the Asset Transaction, Holdings, as the representative and collateral agent for and on behalf of all Bridge Lenders, entered into that certain Consent and Agreement dated as of January 8, 2003 (the “Conversion Agreement”), with, among others, Asera and the Issuer, pursuant to which the Bridge Lenders agreed to convert all amounts owed to the Bridge Lenders into an aggregate of 1,646,129 shares of Issuer Common Stock and the right, in certain circumstances to receive an aggregate of $301,782.32, subject to the satisfaction of certain specified conditions including, without limitation, the approval of the Issuer’s shareholders (such transaction, the “Bridge Conversion”). On August 14, 2003. the Conversion Agreement was amended and restated in its entirety (such amended and restated Conversion Agreement, the “Restated Conversion Agreement”) to provide that all amounts owed to the Bridge Lenders would be converted into an aggregate of 1,646,129 shares of Issuer Preferred

Stock and the right, in certain circumstances to receive an aggregate of $301,782.32, subject to the satisfaction of certain specified conditions including, without limitation, the approval of the Issuer’s shareholders (such transaction, the “Bridge Conversion”). In addition, concurrently with the Bridge Conversion, the Issuer will pay in cash all interest accrued from and after January 9, 2003 to the Bridge Lenders.

Concurrently with the PIPE Transaction, Holdings and the Issuer entered into that certain Consulting Agreement dated as of January 8, 2003 (the “Consulting Agreement”), pursuant to which Holdings agreed to provide certain consulting services to the Issuer in exchange for the issuance of warrants to purchase up to an aggregate of 2,500,000 shares of Issuer Common Stock (the “Consulting Warrants”), effective upon the satisfaction of certain specified conditions including, without limitation, the approval of the Issuer’s shareholders. On August 14, 2003, the Consulting Agreement was amended and restated in its entirety to amend the certain specified conditions to the exercisability of the Consulting Warrants (such amended and restated Consulting Agreement, the “Restated Consulting Agreement”).

For the purposes hereof, the execution of the Asset Purchase Agreement, the Restated Conversion Agreement and the Restated Consulting Agreement and the consummation of each of the transactions contemplated thereby including, without limitation, the Asset Transaction, the Bridge Conversion and the issuance of the Consulting Warrants are collectively referred to as the “Other Transactions.”

As an inducement to the PIPE Transaction and the Other Transactions, the Key Shareholders (as defined herein), who collectively own 1,081,912 shares, or approximately 14.6% of the outstanding Issuer Common Stock (based on the 7,402,781 shares outstanding on August 12, 2003, as represented by the Issuer in the Restated Conversion Agreement) (such shares, the “Voting Agreement Shares”), have entered into voting agreements with Holdings, for itself and on behalf of all Bridge Lenders (the “Voting Agreements”) . Pursuant to the Voting Agreements, each Key Shareholder agreed to vote all of its shares of Issuer Common Stock (and any additional shares of Issuer Common Stock that it may later acquire), to the extent required under applicable law, rule or regulation, in favor of (i) the Asset Transaction, (ii) the Bridge Conversion, (iii) the issuance of the Consulting Warrants, and (iv) such other actions as are approved by the Issuer’s board of directors in connection therewith (the “Contemplated Transactions”), and against any matter that is intended or could reasonably be expected to impede, interfere with, delay, postpone or adversely affect any of all of the foregoing matters. In connection therewith, each Key Stockholder has irrevocably appointed Holdings as its lawful attorney and proxy to vote the Voting Agreement Shares for the Contemplated Transactions at each meeting of the Issuer’s shareholders and every written consent in lieu of such meeting. Holdings has voting control with respect to the Voting Agreement Shares. As nominee, Holdings does not have voting or dispositive power with respect to any other Issuer Common Stock.

Under the Voting Agreements, the Key Shareholders also agreed to not sell or otherwise dispose of the shares of Issuer Common Stock subject to such agreements except in certain limited circumstances. The Voting Agreements terminate upon the earlier to occur of (i) closing of the Other Transactions, or (ii) the last valid termination of the agreements giving effect to the Other Transactions, unless otherwise terminated by the parties. For the purposes hereof, the “Key Shareholders” consist of the following directors, executive officers and shareholders of the Issuer: Ravindra Koka; the Ravindra Koka Annuity Trust I; the Ravindra Koka Annuity Trust II; Adam D. Young; ADY Consulting Profit Sharing Keough; Adam D. Young Qualified Annuity Trust; Dana Young; Glen Chatfield; Geetha Reddy; Shyamala Reddy; T.N. Rajshekhar Reddy; T.N. Prithvi Reddy; and Nikhil Reddy Brochini.

References to and descriptions of the PIPE Agreement, the Voting Agreement, the Conversion Agreement, the Consulting Agreement and the Consulting Warrants, the Restated Conversion Agreement, and the Restated Consulting Agreement and the Consulting Warrants as set forth in this Item 4 are qualified in their entirety by reference to the PIPE Agreement, the Voting Agreement, the Conversion Agreement, the Consulting Agreement and the Consulting Warrants, the Restated Conversion Agreement, and the Restated Consulting Agreement and the Consulting Warrants included as Exhibits 1, 2, 3, 4, 5, 6, 7, and 8 respectively, to the Schedule 13D and the Amendment, which are incorporated by reference in their entirety in this Item 4.

(h) Not applicable.

(i) Not applicable.

(j) Not applicable.

Item 5.	Interest in Securities of the Issuer
Item 5 is amended and restated in its entirety as follows:
(a)-(b) Mr. Khosla has voting and dispositive power with respect to 1,205,354 issued and outstanding shares of SEEC common stock. Based on the 7,402,781 shares of SEEC common stock outstanding as of August 12, 2003, this represents 16.3% of the outstanding SEEC common stock. This amount consists of the following: (i) 22,973 shares held directly by Mr. Khosla; (ii) 937,042 shares held by KPCB IX-A; (iii) 28,929 shares held by KPCB IX-B; and (iv) 216,410 shares held by certain other persons associated with KPCB Associates. Mr. Khosla has sole voting and dispositive power with respect to the shares listed in (i), and shared voting and dispositive power with respect to the shares listed in (ii) through (iv). KPCB Associates is the general partner of KPCB IX-A and KPCB IX-B. Mr. Khosla expressly disclaims beneficial ownership of any shares of SEEC stock not held directly by him.
KPCB Associates has shared voting and dispositive power with respect to 1,182,381 issued and outstanding shares of SEEC common stock. Based on the 7,402,781 shares of SEEC common stock outstanding as of August 12, 2003, this represents 16.0% of the outstanding SEEC common stock. This amount consists of the following: (i) 937,042 shares held by KPCB IX-A; (ii) 28,929 shares held by KPCB IX-B; and (iii) 216,410 shares held by certain other persons associated with KPCB Associates. KPCB Associates is the general partner of KPCB IX-A and KPCB IX-B.
KPCB IX-A holds directly 937,042 issued and outstanding shares of SEEC common stock. KPCB IX-A shares voting and dispositive power with respect to these shares. Based on the 7,402,781 shares of SEEC common stock outstanding as of August 12, 2003, this represents 12.7% of the outstanding SEEC common stock.
KPCB IX-B holds directly 28,929 issued and outstanding shares of SEEC common stock. KPCB IX-B shares voting and dispositive power with respect to these shares. Based on the 7,402,781 shares of SEEC common stock outstanding as of August 12, 2003, this represents 0.4% of the outstanding SEEC common stock.
Holdings has sole voting power with respect to 1,081,912 shares held by certain SEEC stockholders and subject to the Voting Agreements (as described in Item 4 hereof). Holdings does not have voting or dispositive power with respect to any other Issuer Common Stock.
The Reporting Persons’ beneficial ownership calculated for purposes of this Schedule l3D exclude any shares which may be acquired pursuant to the Other Transactions (as defined in Item 4 hereof). As noted in Item 4, completion of the Other Transactions is subject to certain conditions, including shareholder approval.
(c) Except as described in Item 3 of the Schedule 13D and Item 4 hereof, no Reporting Person nor any individual listed on Appendix 1 to this Schedule l3D has effected any transactions in Issuer Common Stock during the past 60 days.
(d) Not Applicable.
(e) Not Applicable.

Item 6.	Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 7.	Material to Be Filed as Exhibits
The following documents are filed as exhibits to supplement the exhibits previously filed with the Schedule 13D:
6. Restated Consent and Agreement dated as of August 14, 2003, by and among KPCB Holdings, Inc., the Issuer, Sherwood Partners, Inc. and Asera, Inc.

7. Restated Consulting Agreement dated as of August 14, 2003, by and between KPCB Holdings, Inc. and the Issuer.

8. Form of Warrants to be issued pursuant to the Restated Consulting Agreement dated as of August 14, 2003, by and between KPCB Holdings, Inc. and the Issuer.

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: August 14, 2003		/s/ VINOD KHOSLA
		Vinod Khosla


Dated: August 14, 2003		KPCB IX ASSOCIATES, LLC
	By:	/s/ VINOD KHOSLA
	Name:	Vinod Khosla
	Title:	Senior Vice President


Dated: August 14, 2003		KLEINER PERKINS CAUFIELD & BYERS IX-A, L.P.
	By:	/s/ VINOD KHOSLA
	Name:	Vinod Khosla
	Title:	Senior Vice President


Dated: August 14, 2003		KLEINER PERKINS CAUFIELD & BYERS IX-B, L.P.
	By:	/s/ VINOD KHOSLA
	Name:	Vinod Khosla
	Title:	Senior Vice President


Dated: August 14, 2003		KPCB HOLDINGS, INC.
	By:	/s/ JOHN A. DENNISTON
	Name:	John A. Denniston
	Title:	President

JOINT FILING STATEMENT

Pursuant to Rule 13d-l(k)(1), we, the undersigned, hereby express our agreement that the attached Schedule l3D/A is filed on behalf of each of us.

Dated: August 14, 2003		/s/ VINOD KHOSLA
		Vinod Khosla


Dated: August 14, 2003		KPCB IX ASSOCIATES, LLC
	By:	/s/ VINOD KHOSLA
	Name:	Vinod Khosla
	Title:	Senior Vice President


Dated: August 14, 2003		KLEINER PERKINS CAUFIELD & BYERS IX-A, L.P.
	By:	/s/ VINOD KHOSLA
	Name:	Vinod Khosla
	Title:	Senior Vice President


Dated: August 14, 2003		KLEINER PERKINS CAUFIELD & BYERS IX-B, L.P.
	By:	/s/ VINOD KHOSLA
	Name:	Vinod Khosla
	Title:	Senior Vice President


Dated: August 14, 2003		KPCB HOLDINGS, INC.
	By:	/s/ JOHN A. DENNISTON
	Name:	John A. Denniston
	Title:	President

EXHIBITS

Exhibit No.		Description
6.		Restated Consent and Agreement dated as of August 14, 2003, by and among KPCB Holdings, Inc., the Issuer, Sherwood Partners, Inc. and Asera, Inc.

7.		Restated Consulting Agreement dated as of August 14, 2003, by and between KPCB Holdings, Inc. and the Issuer.

8.		Form of Warrants to be issued pursuant to the Restated Consulting Agreement dated as of August 14, 2003, by and between KPCB Holdings, Inc. and the Issuer.

EX-6 3 a03-2761_1ex6.htm EX-6

EXHIBIT 6

Restated Consent and Agreement

AMENDED AND RESTATED
CONSENT AND AGREEMENT

THIS AMENDED AND RESTATED CONSENT AND AGREEMENT (this “Agreement”) is entered into as of August 14, 2003, by and among KPCB Holdings, Inc., as nominee, a California corporation (the “KPCB”), Asera, Inc., a Delaware corporation (“Asera”), Sherwood Partners, Inc., a California corporation (“Sherwood”), solely in its capacity as assignee for the benefit of creditors of Asera, and SEEC, Inc., a Pennsylvania corporation (the “Buyer”).

RECITALS

WHEREAS, pursuant to that certain Note and Warrant Purchase Agreement dated as of November 15, 2002 (as such may from time to time be amended, supplemented or otherwise modified, the “Bridge Agreement”), by and among Asera, KPCB and the other signatories thereto (such signatories, with KPCB, the “Bridge Lenders”), Asera had issued to the Bridge Lenders certain senior secured promissory notes pursuant to the Bridge Agreement in the aggregate principal amount of $2,112,525 (the “Bridge Notes”);

WHEREAS, Asera’s repayment obligations of all indebtedness, accrued and unpaid interest thereon and any other amounts owing by Asera to the Bridge Lenders pursuant to the Bridge Notes and Bridge Agreement (collectively, the “Bridge Indebtedness”) was secured by the Collateral (as such term is defined in the Bridge Agreement);

WHEREAS, KPCB, in its capacity as (i) the representative and collateral agent for and on behalf of the Bridge Lenders (in such capacity, the “Collateral Agent”) and (ii) the Majority Lenders (as such term is defined in the Bridge Agreement), may amend or waive any provision of the Bridge Agreement or the other Transaction Documents (as such term is defined in the Bridge Agreement) including, without limitation, the Bridge Notes, and such amendment and/or waiver shall be binding on all Bridge Lenders;

WHEREAS, on or before January 8, 2003, Asera made a general assignment for the benefit of creditors (the “Assignment”) whereby all of its assets (including, without limitation, the Collateral) were transferred to Sherwood as the assignee (hereinafter Sherwood shall be referred to as the “Assignee”);

WHEREAS, effective as of January 8, 2003, the Assignee sold, and the Buyer purchased, the Required Assets (as such term is defined in the Asset Purchase Agreement) including, without limitation, the Collateral, and assumed the Assumed Liabilities (as such term is defined in the Asset Purchase Agreement), including, without limitation, the Bridge Indebtedness, pursuant to that certain Asset Purchase Agreement dated as of January 8, 2003 (the “Asset Purchase Agreement”), by and between the Assignee and the Buyer (such sale and purchase, the “Asset Sale”);

WHEREAS, effective as of January 8, 2003 and in connection with the Asset Sale, the parties hereto entered into that certain Consent and Agreement (the “Original Agreement”) pursuant to which the Buyer and the Bridge Lenders agreed to convert the Bridge Indebtedness into shares of capital stock of the Buyer and, in certain instances, the right to receive certain cash payments, subject to the satisfaction of certain conditions as set forth therein, as satisfaction in full for all Bridge Indebtedness, as such was assumed by the Buyer in connection with the Asset Sale; and

WHEREAS, the parties hereto desire to amend and restate the Original Agreement in its entirety in the manner set forth herein:

AGREEMENT

NOW THEREFORE, in consideration of the foregoing, the mutual representations, warranties and covenants set forth herein, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereby agree as follows:

Section 1. Certain Consents of Bridge Lenders.

(a) Assignment for the Benefit of Creditors. Subject to the provisions hereof, KPCB, in its capacity as the Collateral Agent and with the consent of the Majority Lenders, will and hereby does consent to Asera’s making a general assignment for the benefit of creditors and naming Sherwood as the Assignee effective as of January 8, 2003; provided, however, that the liens and security interests on the Required Assets granted to the Bridge Lenders pursuant to certain of the Transaction Documents shall remain in full force and effect until the Bridge Conversion (as defined in Section 2(a) hereof) or until the Bridge Indebtedness is repaid in full.

(b) Asset Sale. Subject to the provisions hereof, KPCB, in its capacity as the Collateral Agent and with the consent of the Majority Lenders, will and hereby does consent to the sale of the Required Assets by the Assignee to the Buyer, effective as of January 8, 2003; provided, however, that the liens and security interests on the Required Assets granted to the Bridge Lenders pursuant to certain of the Transaction Documents shall remain in full force and effect until the Bridge Conversion or until the Bridge Indebtedness is repaid in full. Notwithstanding the foregoing, except as expressly provided in the Bridge Loan Assumption Agreement (as such term is defined in the Asset Purchase Agreement), the term “Collateral” (as used in the Bridge Agreement and the other Transaction Documents) shall only include the Required Assets and shall not include any other assets now owned or hereinafter acquired by the Buyer. The foregoing consent to the Asset Sale shall in no way be deemed a consent to any future sale of the Required Assets by the Buyer.

Section 2. Agreement to Convert Bridge Indebtedness.

(a) Bridge Note Conversion. The Collateral Agent, with the consent of the Majority Lenders, Asera and the Buyer hereby amend each Bridge Note in the manner described in, and so as to effect the transactions contemplated by, this Section 2(a).

(i) Subject to the foregoing provisions and the satisfaction (or waiver) of all of the conditions precedent set forth in Sections 2(a)(ii) and (iii) herein, the following shall occur (the “Bridge Conversion”):

(A) All Bridge Indebtedness shall be converted, automatically and without any action of any Bridge Lender, into (1) an aggregate of 1,646,129 shares of Series A Preferred Stock, par value $0.01 per share (“Buyer Preferred Stock”), of the Buyer having the rights and preferences set forth in the Certificate of Designation attached hereto as Exhibit A (such shares, the “Conversion Shares”) and (2) an amount in cash equal to all interest accrued but unpaid on the Bridge Notes from and including January 9, 2003 through and until the date of the Bridge Conversion at the interest rate set forth in such Bridge Notes (“Interest Payments”). Such Conversion Shares and Interest Payments shall be allocated ratably among the Bridge Lenders in accordance with their respective Pro-Rata Shares (as such term is defined in the Bridge Agreement) and as set forth on Exhibit B hereto.

(B) The issuance of the Conversion Shares and the payment of the Interest Payments in accordance with Section 2(a)(i)(A) and the Participation Payment (as

defined herein) in accordance with Section 2(a)(i)(E) shall be in satisfaction in full of any and all of the debtor’s repayment obligations under the Transaction Documents.

(C) The Bridge Conversion shall be deemed to have been made immediately upon the close of business of the day following the satisfaction of the conditions precedent set forth in Sections 2(a)(ii) and (a)(iii) hereof (such date, the “Conversion Date”), and the person or persons entitled to receive the Conversion Shares shall be treated for all purposes (including, without limitation, the right to participate in all distributions or restructurings or recapitalizations) as the record holder or holders of such Conversion Shares as of such time.

(D) As soon as practicable following (and in no event more than ten (10) business days after) the Conversion Date, the Buyer shall cause its transfer agent to prepare and deliver to each Bridge Lender (1) a certificate or certificates representing the number of Conversion Shares issuable by reason of such conversion in the name of such Bridge Lender and (2) a check representing that portion of the Interest Payments payable to, in the name of, such Bridge Lender. The issuance of any stock certificates upon the Bridge Conversion shall be made without charge to such Bridge Lender for any issuance tax in respect thereof or other cost incurred by the Buyer in connection with such conversion and the related issuance of the Conversion Shares.

(E) In addition to the Conversion Shares and the Interest Payments, the Buyer shall deliver to the Collateral Agent an aggregate of $301,782.32 in cash (the “Participation Payment”), which shall be allocated among each Bridge Lender who, during the period commencing on the date hereof through and including the Conversion Date, acquires directly from the Buyer at least its Pro-Rata Amount (as defined herein) of Buyer Common Stock (excluding, for such purpose, the Conversion Shares issuable to such Bridge Lender hereunder) (a “Participating Bridge Lender”). The Participation Payment shall be paid by the Buyer to the Collateral Agent, on behalf of the Participating Bridge Lenders, on the Conversion Date by wire transfer of immediately available funds to an account specified by the Collateral Agent. Thereafter, the Collateral Agent shall distribute to each Participating Bridge Lender its relative pro-rata share of the Participation Payment, which shall be determined based on the relative Pro-Rata Shares of the Participating Bridge Lenders vis-à-vis each other. For the purposes hereof, a Bridge Lender’s “Pro-Rata Amount” shall be equal to the number of shares obtained by multiplying such Bridge Lender’s Pro-Rata Share (as set forth on Exhibit B hereto) by 1,000,000.

(F) Upon consummation of the Bridge Conversion in accordance herewith, all of the debtor’s obligations under the Bridge Notes including, without limitation, repayment of the outstanding principal amount and any accrued and unpaid interest thereon shall be satisfied in full, and each Bridge Note shall be deemed cancelled and of no further force and effect. The Collateral Agent shall use commercially reasonable efforts to cause each Bridge Lender to return the original Bridge Note issued to such Bridge Lender, marked as cancelled, to the Buyer; provided, however, that the failure by any Bridge Lender to so return such original Bridge Note shall not in any manner affect the above-described conversion.

(G) Notwithstanding the foregoing, in the event that the consummation of Bridge Conversion does not occur due as a result of the inability of the Buyer to satisfy any of the conditions set forth in Sections 2(a)(ii) and (a)(iii) herein (other than the condition in the respective clause (A) thereof) by the earlier of (i) December 31, 2003 and (ii) unless otherwise consented to by the Majority Lenders, the closing of an Acquisition (as defined below), any and all Bridge Indebtedness shall become immediately due and payable on such date (such date being, the “Expiration Date”). For purposes of this Agreement, an “Acquisition” shall

mean a transaction or series of related transactions that results in: (i) the acquisition of the Buyer by another entity by means of any transaction or series of related transactions (including, without limitation, any reorganization, merger, exchange or consolidation, other than a merger merely to change the domicile of the Buyer) whereby the shareholders of the Buyer immediately prior to such transaction or series of related transactions do not retain at least fifty percent (50%) of the total voting power of the surviving entity; or (ii) the sale of all or substantially all of the Buyer’s assets (including, without limitation, the exclusive licenses of all or substantially all of the Company’s intellectual property) by means of any transaction or series of related transactions.

(ii) The obligations of the Bridge Lenders to effectuate the Bridge Conversion shall occur upon the satisfaction or waiver of the following conditions:

(A) the Closing shall have occurred under the Asset Purchase Agreement in form and substance satisfactory to the Majority Lenders;

(B) all necessary corporate approvals of the Buyer required to effect the Bridge Conversion shall have been obtained including, without limitation, the approval of the Buyer’s shareholders of (I) the Bridge Conversion, and (II) the amendment of the Buyer’s articles of incorporation to provide that the Buyer shall not be subject to Subchapter (E) of Chapter 25 of the Pennsylvania Business Corporation Law (the “PBCL”);

(C) all necessary permits, authorizations, consents, notices, and approvals as may be required for the Bridge Conversion under all applicable law shall have been obtained including, without limitation, any so required under (I) the Securities Act of 1933, as amended (the “Securities Act”), (II) the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (III) applicable state securities or blue sky laws, (IV) the PCBL and (V) the rules, regulations policies adopted by the National Association of Securities Dealers, Inc. (the “NASD”) concerning companies listed on the Nasdaq Stock Market (the “NASD Rules”);

(D) the Certificate of Designation shall have been filed with the Secretary of State of Pennsylvania and shall be in full force and effect;

(E) the representations and warranties of the Buyer set forth in Section 2(b) hereof shall be true and correct in all respects as of the date hereof and as of the Conversion Date with the same force and effect as if they had been made on as of such date (other than representations and warranties made specifically with reference to a particular date, which shall have been true and correct in all respect as of such date), except in each case, or in the aggregate, where the failure to be true and correct (disregarding any additional materiality “baskets” contained therein) does not constitute a Buyer Material Adverse Effect (as such term is defined in Section 2(b) hereof); and

(F) the Collateral Agent, on behalf of the Bridge Lenders, shall have received from Cohen & Grigsby, P.C., counsel to the Buyer, an opinion letter addressed to the Bridge Lenders in the form attached hereto as Exhibit C;

(iii) The obligations of the Buyer to effectuate the Bridge Conversion shall occur upon the satisfaction or waiver of the following conditions:

(A) the Closing shall have occurred under the Asset Purchase Agreement in form and substance satisfactory to the Majority Lenders;

(B) all necessary corporate approvals of the Buyer required to effect the Bridge Conversion shall have been obtained including, without limitation, any required approval of the Buyer’s shareholders of (I) the Bridge Conversion, and (II) the amendment of the Buyer’s articles of incorporation to provide that the Buyer shall not be subject to Subchapter (E) of Chapter 25 of the Pennsylvania Business Corporation Law (the “PBCL”);

(C) all necessary permits, authorizations, consents, notices, and approvals as may be required for the Bridge Conversion under all applicable law shall have been obtained including, without limitation, any so required under (I) the Securities Act, (II) the Exchange Act, (III) applicable state securities or blue sky laws, (IV) the PBCL and (V) the NASD Rules; and

(D) the Buyer shall have received from each Bridge Lender an executed Representation Statement in the form attached hereto as Exhibit D (the “Representation Statement”).

(b) Certain Representations and Warranties of the Buyer. The representations and warranties of the Buyer as set forth on Exhibit E hereto are incorporated by reference herein. Notwithstanding any investigation made by any party to this Agreement, all representations and warranties made by the Buyer herein shall survive the execution hereof, the delivery to the Bridge Lenders of the Conversion Shares, and shall in no way be affected by any investigation of the subject matter thereof made by or on behalf of the Bridge Lenders, the Collateral Agent, the Majority Lenders or counsel, but shall terminate on the date which is 60 days after the filing of the Buyer’s Annual Report on Form 10-K for the year ended March 31, 2004 with the Securities Exchange Commission (the “SEC”).

(c) Registration Rights.

(i) Certain Definitions. For the purposes hereof, the following definitions shall apply:

(A) “Affiliate” shall have the meaning set forth in Rule 12b-2 of the rules and regulations under the Exchange Act.

(B) “Effectiveness Termination Date” shall mean the earlier of (I) the date that is the later of (a) the second anniversary of the consummation of the Bridge Conversion and (b) the date that no Bridge Lender nor any of its respective Affiliates is an Affiliate of the Buyer, (II) such date as all unsold securities registered on such Registration Statement may be sold in a single three-month period in accordance with Rule 144 under the Securities Act or, (III) such date as all securities registered on such Registration Statement have been resold.

(C) “Registrable Securities” shall mean the shares of the Buyer’s Common Stock, par value $0.01 per share (“Buyer Common Stock”), issuable upon conversion of the Conversion Shares and any other shares of Buyer Common Stock issued as (or issuable upon the conversion or exercise of any warrant, right or other security which is issued as) a dividend or other distribution with respect to, or in exchange for or in replacement of Conversion Shares.

(D) “Registration Statement” shall mean a registration statement on Form S-3 under the Securities Act or any registration form under the Securities Act subsequently adopted by the SEC which similarly permits the inclusion or incorporation of substantial information by reference to other documents filed by the Buyer with the SEC, including the

prospectus, amendments and supplements to such registration statements, including post-effective amendments, all exhibits and all materials incorporated by reference or explicitly deemed to be incorporated by reference in such registration statements, and/or as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all securities covered thereby; provided, however, that the term “Registration Statement” shall refer to any other registration form under the Securities Act available to the Buyer including, without limitation, a Form S-1 (or any successor form thereto) if the Buyer is not eligible to register securities on Form S-3 or such similar registration form.

(ii) Shelf Registration.

(A) The Buyer shall prepare and file or cause to be prepared and filed with the SEC, as soon as practicable but in any event no later than ten (10) business days following the Conversion Date, a Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act registering the resale from time to time by the Bridge Lenders of the Registrable Securities. The Buyer shall use commercially reasonable efforts to cause the Registration Statement to be declared effective under the Securities Act as soon as practicable thereafter and to keep such Registration Statement continuously effective under the Securities Act until the Effectiveness Termination Date. The Buyer shall keep the Bridge Lenders advised in writing as to the initiation of such registration, qualification and compliance and as to the completion thereof.

(B) At the time the Registration Statement is declared effective, each Bridge Lender shall be named as a selling securityholder in the Registration Statement and the related prospectus in such a manner as to permit such Bridge Lender to deliver such prospectus to purchasers of registered securities in accordance with applicable law.

(iii) Selling Procedure.

(A) Following the date that the Registration Statement is declared effective by the SEC, the Bridge Lenders shall be permitted, subject to the provisions hereof, to offer and sell the Registrable Securities included thereon in the manner described in such Registration Statement during the period of its effectiveness; provided, however, that each Bridge Lender arranges for delivery of a current prospectus to the transferee of the Registrable Securities.

(B) Notwithstanding the foregoing, or anything contained herein to the contrary, the Buyer may suspend offers and sales of Registrable Securities pursuant to such Registration Statement if in the good faith judgment of the Buyer’s Board of Directors, upon the advice of counsel, (I)(a)(1) such registration would be substantially contrary to the bests interests of the Buyer because (X) it would materially interfere with a material financing plan or other material transaction or negotiations relating thereto then pending, or (Y) it would require the disclosure of any material non-public information prior to the time that such information would otherwise be disclosed or be required to be disclosed, if such early disclosure would be substantially contrary to the best interests of the Buyer, or (2) such Registration Statement contains or may contain an untrue statement of material fact or omits or may omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and (b) the Board of Directors concludes, as a result, that it is necessary and appropriate to defer the filing of such registration statement at such time, and (II) the Buyer shall furnish to the Bridge Lenders a certificate signed by the President or Chief Executive Officer of the Buyer stating the good faith judgment of the Board of Directors to such effect, then the Buyer

shall have the right to defer such filing only for the period during which such filing would be substantially contrary to the best interests of the Buyer (a “Suspension”); provided, however, that the aggregate number of days included in such periods of Suspension shall not exceed ninety (90) days in any twelve (12) month period. In the event of any Suspension, the Bridge Lenders shall discontinue disposition of Registrable Securities covered by the Registration Statement until copies of a supplemented or amended prospectus are distributed to the Bridge Lenders or until the Bridge Lenders are advised in writing by the Buyer that the use of the applicable prospectus may be resumed.

(iv) Expenses of Registration. All expenses incurred in connection with the registrations pursuant hereto (including, without limitation, all registration and filing fees, printing expenses, fees and disbursements of one counsel for the Buyer and reasonable fees and disbursements of counsel to the Bridge Lenders, blue sky fees and expenses, and the expense of any special audits incident to or required by any such registration) shall be borne by the Buyer, other than expenses relating to (A) the compensation of regular employees of the Buyer, which shall be paid in any event by the Buyer, and (B) all underwriting discounts and selling commissions applicable to a sale of the Registrable Securities, which shall be borne by the Bridge Lenders.

(v) Registration Procedures. Subject to the provisions hereof, and until the Effectiveness Termination Date, the Buyer shall take the following actions:

(A) Prepare and file with the SEC the Registration Statement in accordance herewith;

(B) Furnish to the Bridge Lenders such reasonable numbers of copies of a prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents as it may reasonably request in order to facilitate the disposition of Registrable Securities owned by them;

(C) Use commercially reasonable efforts to register and qualify the securities covered by such registration statement under such other securities or Blue Sky laws of such jurisdictions as shall be reasonably requested by the Bridge Lenders for the purpose of permitting the offers and sales of the securities in such jurisdictions, provided that the Buyer shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictions;

(D) Notify as soon as reasonably practicable after the Buyer becomes aware the Bridge Lenders at any time when a prospectus relating thereto is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing;

(E) If for any reason it shall be necessary to amend or supplement the Registration Statement or the prospectus used in connection with such Registration Statement in order to correct any untrue statements, (I) ensure that the Registration Statement is not misleading or otherwise to comply with the Securities Act, as promptly as reasonably practicable, (II) prepare and file with the SEC such amendments and supplements to such Registration Statement and the prospectus as may be necessary to correct such untrue statements, and (III) ensure that such Registration Statement is not misleading or to comply with the provisions of the Securities Act, provided that, to the extent that any statements to be corrected relate to any

information provided by the Bridge Lenders, the Buyer shall not be obligated to amend the Registration Statement until the Buyer has received such corrected information from the Bridge Lenders and has had a reasonable opportunity to amend or supplement such Registration Statement or prospectus;

(F) If the Registration Statement ceases to be effective for any reason at any time prior to the Effectiveness Termination Date (other than because all securities registered thereunder have been resold pursuant thereto), use commercially reasonable efforts to obtain the prompt withdrawal of any order suspending the effectiveness thereof;

(G) Cause all such Registrable Securities registered hereunder to be listed or included on each securities exchange or automated quotation system on which similar securities issued by the Buyer are then listed or included; and

(H) Provide a transfer agent and registrar for all Registrable Securities registered hereunder and a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registration.

In addition, in the event of any underwritten public offering, the Buyer shall (I) enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter of such offering, provided that each Bridge Lender also enters into and perform its respective obligations under such an agreement, and (J) use its best efforts to furnish, at the request of the Bridge Lenders, (x) an opinion, dated as of the date that the registration statement with respect to such securities becomes effective, of the counsel representing the Buyer for the purposes of such registration, in form and substance as is customarily given in an underwritten public offering (and reasonably acceptable to the counsel for the Bridge Lenders), addressed to the underwriters, if any, and to the Bridge Lenders, and (y) a letter dated such date, from the independent certified public accountants of the Buyer, in form and substance as is customarily given by independent certified public accountants in an underwritten public offering (and reasonably acceptable to the counsel for the Bridge Lenders), addressed to the underwriters, to the extent such letter is permitted under generally recognized accounting practice.

(vi) Indemnification.

(A) The Buyer shall indemnify each Bridge Lender, its officers, directors, employees, partners, affiliates, agents, representatives and legal counsel, and each person controlling (or deemed controlling) such Bridge Lender within the meaning of the Securities Act, (collectively, the “Bridge Lender’s Agents”) with respect to which registration, qualification or compliance has been effected pursuant hereto, against all claims, losses, damages and liabilities (or actions in respect thereof), joint or several, arising out of or based on (I) any untrue statement (or alleged untrue statement) of a material fact contained in any prospectus, offering circular or other similar document or any amendments or supplements thereto (including any related registration statement and amendments or supplements thereto, notification or the like) incident to any such registration, qualification or compliance, (II) any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances under which they were made, or (III) any violation by the Buyer of the Securities Act, the Exchange Act or any rule or regulation promulgated thereunder applicable to the Buyer in connection with any such registration, qualification or compliance, and shall reimburse each Bridge Lender, and such Bridge Lender’s Agents, for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, as incurred;

provided, however, that the Buyer shall not be liable in any such case to the extent that any such claim, loss, damage, liability or expense arises out of or is based on any untrue statement or omission based upon written information furnished to the Buyer by an instrument duly executed by such Bridge Lender and stated to be specifically for use therein or furnished in writing by such Bridge Lender to the Buyer in response to a request by the Buyer stating specifically that such information shall be used by the Buyer therein.

(B) Each Bridge Lender shall indemnify the Buyer, its officers, directors, employees, affiliates, agents, representatives, legal counsel, independent accountant, and each person controlling the Buyer within the meaning of the Securities Act (collectively, the “Buyer’s Agents”), each other Bridge Lender and its respective Bridge Lender’s Agents, against all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based on (I) any untrue statement (or alleged untrue statement) of a material fact contained in any prospectus, offering circular or other similar document or any amendments or supplements thereto (including any related registration statements and any amendments or supplements thereto, notification and the like), or (II) any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances under which they were made, and shall reimburse the Buyer and the other Bridge Lenders and the respective Buyer’s Agents and Bridge Lender’s Agents for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, as incurred; provided, however, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such prospectus, offering circular or other similar document or any amendments or supplements thereto (including any related registration statements and any amendments or supplements thereto, notification and the like) in reliance upon and in conformity with written information furnished in writing to the Buyer by an instrument duly executed by such Bridge Lender and stated to be specifically for use therein or furnished by such Bridge Lender to the Buyer in response to a request by the Buyer stating specifically that such information shall be used by the Buyer therein; provided, further, that the indemnity agreement provided in this Section 2(c)(vi) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the prior written consent of such Bridge Lender, which consent shall not be unreasonably withheld, unless such consent is obtained in accordance with subsection (C) hereof. In no event shall a Bridge Lender’s indemnification obligation exceed the net proceeds received from its sale of Registrable Securities in such offering.

(C) Each party entitled to indemnification under this Section 2(c)(vi) (the “Indemnified Party”) shall give notice to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has received written notice of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom; provided, however, that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld). The Indemnified Party may participate in such defense at such party’s expense; provided, however, that the Indemnifying Party shall bear the expense of such defense of the Indemnified Party if representation of both parties by the same counsel would be inappropriate due to actual or potential conflicts of interest. The failure of any Indemnified Party to give notice within a reasonable period of time as provided herein shall relieve the Indemnifying Party of its obligations under this Section 2(c)(vi), but only to the extent that such failure to give notice shall materially adversely prejudice the Indemnifying Party in the defense of any such claim or any such litigation. No Indemnifying Party, in the defense of any such claim or litigation, shall,

except with the written consent of each Indemnified Party (which shall not be unreasonably withheld), consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation.

(D) If the indemnification provided for in this Section 2(c)(vi) is held by a court of competent jurisdiction to be unavailable to an Indemnified Party with respect to any loss, liability, claim, damage or expense referred to therein, then the Indemnifying Party, in lieu of indemnifying such Indemnified Party hereunder, shall contribute to the amount paid or payable by such Indemnified Party as a result of such loss, liability, claim, damage, or expense in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party on the one hand and of the Indemnified Party on the other in connection with the statements or omissions that resulted in such loss, liability, claim, damage or expense as well as any other relevant equitable considerations; provided, however, that in no event shall any contribution by a Bridge Lender under this Section 2(c)(vi) exceed the net proceeds from the offering received by such Bridge Lender. The relative fault of the Indemnifying Party and of the Indemnified Party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission to state a material fact relates to information supplied by the Indemnifying Party or by the Indemnified Party and the parties’ relative intent, knowledge, access to information, and opportunity to correct or prevent such statement or omission.

(E) The obligations of the Buyer and the Bridge Lenders under this Section 2(c)(vi) shall survive the completion of any offering of the Registrable Securities in a Registration Statement hereunder, any investigation made by or on behalf of the Indemnified Party or any officer, director or controlling person of such Indemnified Party and shall survive the transfer of securities.

(vii) Information by the Bridge Lenders. As a condition precedent to the obligations of the Buyer hereunder, each Bridge Lender shall furnish to the Buyer all such information and materials regarding such Bridge Lender and the distribution proposed by such Bridge Lender as the Buyer may reasonably request in writing in connection with any registration, qualification or compliance referred to herein. Each Bridge Lender will promptly notify the Buyer in writing of any changes in the information set forth in the registration statement after it is prepared regarding such Bridge Lender or its plan of distribution to the extent required by applicable law.

(viii) Inclusion of Additional Securities. The Buyer may include additional Buyer securities in any registration pursuant hereto for its own account and by other parties in amounts as determined by the Buyer’s Board of Directors, provided that any such inclusion does not (A) reduce the number of Registrable Securities (or other Buyer securities held by any Bridge Lender) which are included in the Registration Statement filed pursuant hereto or otherwise materially and adversely affect the rights of the Bridge Lenders hereunder, or (B) cause Form S-3 to be unavailable under the Securities Act for such registration due to the nature of the additional securities to be so included.

(ix) Termination of Registration Rights. All rights and obligations provided for in this Section 2(c) (except for in Section 2(c)(vi), which rights and obligations shall survive) shall terminate on the Effectiveness Termination Date.

Section 3. Consulting Arrangement and Additional Equity Issuance. Concurrently with the execution hereof, the Buyer and KPCB shall enter into an amended and restated consulting agreement in the form appended hereto as Exhibit F (the “Consulting Agreement”) pursuant to which KPCB (together with its affiliates) will agree to provide to the Buyer advice and assistance with respect to certain selling,

strategy and general operational matters as further set forth therein. In consideration of KPCB’s execution of the Consulting Agreement and the provision of such services thereunder, the Buyer will issue and deliver to KPCB warrants (the “Warrants”) to purchase shares of Buyer Common Stock (the “Warrant Shares”) in the form attached thereto. The effectiveness of the Consulting Agreement and the issuance of the Warrants shall be subject to certain conditions as set forth therein. KPCB shall be entitled to certain registration rights with respect to the Warrant Shares as set forth in the Consulting Agreement.

Section 4. Meeting; Proxy.

(a) Proxy Statement. As soon as commercially practicable hereafter, the Buyer shall prepare and file with the SEC a proxy statement meeting the requirements of Section 14 of the Exchange Act and the related rules and regulations thereunder promulgated by the SEC (the “Proxy Statement”) to solicit, at a duly convened meeting of the Buyer’s shareholders (“Shareholders’ Meeting”), such shareholders’ approval of the following matters, which shall be presented as a single matter for the approval of the shareholders (collectively, the “Voting Matters”): (i) the Bridge Conversion; (ii) the Consulting Agreement; (iii) certain amendments of the Buyer’s articles of incorporation and bylaws as are necessary to effect the transactions contemplated hereby (including, without limitation, the amendments necessary so as to ensure that Subchapter (E) of Chapter 25 of the PBCL does not apply to the Transactions)(the “Charter Amendment”); and (iv) each of the respective transactions contemplated thereby including, without limitation, the issuance of the Warrants pursuant to the Consulting Agreement and Seller Warrants (as such term is defined in the Asset Purchase Agreement) pursuant to the Asset Purchase Agreement (collectively, the “Transactions”). In connection with the preparation of the Proxy Statement, each of Assignee, Asera and the Bridge Lenders shall promptly provide to the Buyer such information concerning the business, financial statements and affairs of Assignee, Asera or Bridge Lenders, as applicable, as may be required under applicable law, and such other information as the Buyer may reasonably request in good faith and upon the advice of counsel, for inclusion in the Proxy Statement, or in any amendments or supplements thereto, and cause its counsel and auditors to cooperate with the Buyer’s counsel and auditors in the preparation of the Proxy Statement. The Buyer shall use commercially reasonable efforts to have the Proxy Statement cleared by the SEC as promptly as practicable after such filings, and shall cause the Proxy Statement to be mailed to its shareholders at the earliest practicable time after the Proxy Statement is cleared by the SEC. The Proxy Statement shall include the recommendation of the Board of Directors of the Buyer in favor of each of the Transactions and the conclusion of the Buyer’s Board of Directors that the terms and conditions of each of the Transactions are fair and reasonable to, and in the best interests of, the shareholders of the Buyer. Each of the Buyer, the Assignee, Asera and the Bridge Lenders, severally and not jointly, represents and warrants that the information to be supplied by or on behalf of such party for inclusion in the Proxy Statement to be sent to the shareholders of the Buyer in connection with the Shareholders’ Meeting (as defined below) shall not, on the date the Proxy Statement is first mailed to the Buyer’s shareholders or at the time of the Shareholders’ Meeting, (a) contain any statement which, at such time and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, (b) omit to state any material fact necessary in order to make the statements made in the Proxy Statement not false or misleading, or (c) omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Shareholders’ Meeting which has become false or misleading. If at any time prior to the Shareholders’ Meeting any fact or event relating to any party is discovered by such party or occurs which should be set forth in a supplement to the Proxy Statement, such party shall promptly inform each other party hereto of such fact or event. The Buyer shall keep the Assignee, Asera and the Bridge Lenders apprised of the status of matters relating to the Proxy Statement and the Shareholders’ Meeting, including promptly furnishing the Assignee, Asera and the Collateral Agent with copies of notices or other communications related to the Proxy Statement or the Shareholders’ Meeting received by the Buyer from the SEC or NASD.

(b) Shareholders’ Meeting. The Buyer shall, in accordance with the laws of the State of Pennsylvania and the Buyer’s articles of incorporation and bylaws, use its best efforts to convene the Shareholders’ Meeting within 21 days (or such other time period that is mutually agreed to by the consent of the Company and Consent of the Investors) after the Proxy Statement is declared effective, to consider and vote upon giving such holders’ approval of the Transactions.

Section 5. Indemnification.

(a) Damages relating to the Proxy Statement.

(i) The Buyer shall indemnify each of the Bridge Lenders, Asera and the Assignee (each, a “Key Party”) and its respective officers, directors, employees, partners, affiliates, agents, representatives and legal counsel, and each person controlling (or deemed controlling) such person within the meaning of the Securities Act (collectively, the “Agents”), against all claims, losses, damages and liabilities (or actions in respect thereof), joint or several, arising out of or based on, related to or in any way attributable to (A) any untrue statement or alleged untrue statement of a material fact contained in the Proxy Statement or any amendment or supplement thereto, or (B) the omission or alleged omission to state in the Proxy Statement, including any amendment or supplement thereto, a material fact required to be stated therein, or necessary to make the statements therein not misleading, and shall reimburse the Key Party and its Agents for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, as incurred; provided, however, that the Buyer shall not be liable in any such case to the extent that any such claim, loss, damage, liability or expense arises out of or is based on any untrue statement or omission based upon written information furnished to the Buyer by an instrument duly executed by such Key Party and stated to be specifically for use therein or furnished in writing by such Key Party to the Buyer in response to a written request by the Buyer stating specifically that such information shall be used by the Buyer therein.

(ii) Each Key Party shall indemnify the Buyer and each other Key Party and their respective Agents against all claims, losses, damages and liabilities (or actions in respect thereof), joint or several, arising out of or based on, related to or in any way attributable to (A) any untrue statement or alleged untrue statement of a material fact contained in the Proxy Statement or any amendment or supplement thereto, or (B) the omission or alleged omission to state in the Proxy Statement, including any amendment or supplement thereto, a material fact required to be stated therein, or necessary to make the statements therein not misleading, and shall reimburse each person entitled to indemnification hereunder for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, as incurred; provided, however, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in the Proxy Statement or any amendments or supplements thereto in reliance upon and in conformity with written information furnished in writing to the Buyer by an instrument duly executed by such Key Party and stated to be specifically for use therein or furnished by such Key Party to the Buyer in response to a written request by the Buyer stating specifically that such information shall be used by the Buyer therein; provided, further, that the indemnity agreement provided in this Section 5(a)(ii) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the prior written consent of such person entitled to indemnification hereunder, which consent shall not be unreasonably withheld, unless such consent is obtained in accordance with subsection (iii) hereof.

(iii) Each party entitled to indemnification under this Section 5(a) (the “Indemnified Proxy Party”) shall give notice to the party required to provide indemnification (the “Indemnifying Proxy Party”) promptly after such Indemnified Proxy Party has received written notice of

any claim as to which indemnity may be sought, and shall permit the Indemnifying Proxy Party to assume the defense of any such claim or any litigation resulting therefrom; provided, however, that counsel for the Indemnifying Proxy Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Proxy Party (whose approval shall not be unreasonably withheld). The Indemnified Proxy Party may participate in such defense at such party’s expense; provided, however, that the Indemnifying Proxy Party shall bear the expense of such defense of the Indemnified Proxy Party if representation of both parties by the same counsel would be inappropriate due to actual or potential conflicts of interest. The failure of any Indemnified Proxy Party to give notice within a reasonable period of time as provided herein shall relieve the Indemnifying Proxy Party of its obligations under this Section 5(a), but only to the extent that such failure to give notice shall materially adversely prejudice the Indemnifying Proxy Party in the defense of any such claim or any such litigation. No Indemnifying Proxy Party, in the defense of any such claim or litigation, shall, except with the written consent of each Indemnified Proxy Party (which shall not be unreasonably withheld), consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Proxy Party of a release from all liability in respect to such claim or litigation.

(iv) If the indemnification provided for in this Section 5(a) is held by a court of competent jurisdiction to be unavailable to an Indemnified Proxy Party with respect to any loss, liability, claim, damage or expense referred to therein, then the Indemnifying Proxy Party, in lieu of indemnifying such Indemnified Proxy Party hereunder, shall contribute to the amount paid or payable by such Indemnified Proxy Party as a result of such loss, liability, claim, damage, or expense in such proportion as is appropriate to reflect the relative fault of the Indemnifying Proxy Party on the one hand and of the Indemnified Proxy Party on the other in connection with the statements or omissions that resulted in such loss, liability, claim, damage or expense as well as any other relevant equitable considerations. The relative fault of the Indemnifying Proxy Party and of the Indemnified Proxy Party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission to state a material fact relates to information supplied by the Indemnifying Proxy Party or by the Indemnified Proxy Party and the parties’ relative intent, knowledge, access to information, and opportunity to correct or prevent such statement or omission.

(v) The obligations of the parties under this Section 5(a) shall survive the Shareholders’ Meeting and any investigation made by or on behalf of the Indemnified Proxy Party or its Agents.

(b) Bridge Lenders. The Buyer agrees to indemnify and hold harmless each Bridge Lender and its respective Agents (collectively, the “Bridge Lender Indemnitees”), against all claims, losses, damages and liabilities (or actions in respect thereof), joint or several, arising out of or based on, related to or in any way attributable to any breach of any representation, warranty, agreement or covenant of the Buyer set forth in Section 2(b) hereof. Upon written request, the Buyer agrees to reimburse the Bridge Lender Indemnitees for any legal or other expenses reasonably incurred in connection with investigating or defending any such claims, losses, damages and liabilities, as such expenses or other costs are incurred. The Bridge Lender Indemnitees may select their own counsel. This indemnity shall be in addition to any obligations that the Buyer may otherwise have with respect to any Bridge Lender, including, without limitation, any obligations to any Bridge Lender or its representatives in their individual capacities as directors of the Buyer. Notwithstanding the foregoing, the Buyer’s aggregate liability hereunder shall be limited to the aggregate Bridge Indebtedness plus all expenses incurred by the Bridge Lender Indemnitees in connection with such claim, loss, damage or liability; provided, however, that the foregoing limitation shall not apply to any claims, losses, damages or liabilities (or expenses relating thereto) relating to a breach by the Buyer of the representations and warranties set forth in Section 2(d)(v) and 2(q) of Exhibit E hereto.

Section 6. Legends.

(a) The certificates evidencing the Series A Preferred Stock, and the shares of Common Stock issuable upon conversion thereof, shall bear the following legends:

(i) THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. SUCH SHARES MAY BE SOLD, ASSIGNED, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATIONS PROMULGATED UNDER THE SECURITIES ACT, PURSUANT TO REGISTRATION UNDER THE SECURITIES ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION. IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE COMPANY SUCH OPINIONS, CERTIFICATES AND OTHER INFORMATION AS THE COMPANY MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.

(ii) In addition to such legend, such certificates shall bear any legends required by the laws of any state or other jurisdiction.

Section 7. Miscellaneous Provisions.

(a) Entire Agreement. This Agreement, together with each of the exhibits and schedules hereto and thereto, constitutes the entire agreement of the parties with respect to the matters set forth herein and supersedes the Original Agreement and any other prior agreements, commitments, discussions and understandings, oral or written, with respect thereto.

(b) Amendments and Waivers. No amendment or waiver of any provision of this Agreement shall be effective unless the same shall be in writing and signed by the parties and then such amendment or waiver shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that any provision of Section 3 hereof may be amended or waived by the Buyer and KPCB alone; provided, further, that any provision of Section 4 hereof may be amended or waived by the Buyer and KPCB, in its capacity as the Collateral Agent with the consent of the Majority Lenders.

(c) Governing Law. This Agreement shall be governed by, and construed in accordance with, the law of the state of Delaware without giving effect to the choice of law provisions thereof.

(d) Waiver of Jury Trial. THE UNDERSIGNED ENTITIES EACH WAIVE THEIR RESPECTIVE RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF OR RELATED TO THIS CONSENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, IN ANY ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY ANY OF THE PARTIES AGAINST ANY OTHER PARTY OR ANY INDEMNIFIED PERSON, WHETHER WITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS, OR OTHERWISE. THE UNDERSIGNED ENTITIES EACH AGREE THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE TRIED BY A COURT TRIAL WITHOUT A JURY. WITHOUT LIMITING THE FOREGOING, THE UNDERSIGNED ENTITIES FURTHER AGREE THAT THEIR RESPECTIVE RIGHT TO A TRIAL BY JURY IS WAIVED BY OPERATION OF THIS SECTION AS TO ANY ACTION, COUNTERCLAIM OR OTHER PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART, TO CHALLENGE THE VALIDITY OR ENFORCEABILITY OF THIS CONSENT OR ANY

PROVISION HEREOF. THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT.

(e) Benefits of Agreement. This Agreement is entered into for the sole protection and benefit of the parties hereto and their successors and assigns, and no other person or entity shall be a direct or indirect beneficiary of, or shall have any direct or indirect cause of action or claim in connection with, this Agreement.

(f) Successors and Assigns. The provisions hereof shall inure to the benefit of, and be binding upon, the successors, assigns, heirs, executors and administrators of the parties to this Agreement. No party may assign, except as expressly contemplated herein, any rights, obligations or benefits under this Agreement without the prior written consent of the other party except as expressly set forth herein.

(g) Notices. All notices and other communications required or permitted under this Agreement shall be effective upon receipt and shall be in writing and may be delivered in person, by telecopy, overnight delivery service or registered or certified United States mail, addressed:

If to the Buyer:                                                                                                                                         60;                       SEEC, Inc.
Park West One, Ste. 200
Cliff Mine Road
Pittsburgh, Pennsylvania 15275
Facsimile:                                            412.893.0415
Attention:                                         Chief Executive Officer

With a copy to:                                                                                                             Cohen & Grigsby, P.C.
11 Stanwix St., 15th Floor
Pittsburgh, Pennsylvania 15222
Facsimile:                                            412.209.0672
Attention:                                         Daniel L. Wessels

If to KPCB:                                                                                                                                         &# 160;                                          KPCB Holdings, Inc.
c/o Kleiner Perkins Caufield & Byers
2750 Sand Hill Road
Menlo Park, California 94025
Facsimile:                                            650.233.0378
Attention:                                         John A. Denniston

Chief Operating Officer

With a copy to:                                                                                                            Baker & McKenzie
Two Embarcadero Center, 24^th Floor
San Francisco, California 94111-3909
Facsimile:                                          415.576.3099
Attention:                                         Matthew R. Gemello

If to Sherwood:                                                                                                                                         0;                     Sherwood Partners, Inc.
1849 Sawtelle Blvd., Ste. 543
Los Angeles, California 90025
Facsimile:                                            310.477.8402
Attention:                                         Michael Maidy

With a copy to:                                                                                                             Sulmeyer Kupetz
333 South Hope St., 35^th Floor
Los Angeles, California 90071
Facsimile:                                            213.629.4520
Attention:                                         David S. Kupetz

If to Asera:                                                                                                                                         & #160;                                          Asera, Inc.
600 Clipper Dr., Ste. 100
Belmont, California 94002
Facsimile:                                            650.620.9744
Attention:                                         Chief Executive Officer

With a copy to:                                                                                                             Fenwick & West LLP
Silicon Valley Center
801 California Street
Mountain View, California 94041
Facsimile:                                            650. 938.5200
Attention:                                         Richard L. Dickson

All notices and other communications shall be effective upon the earlier of actual receipt thereof by the person to whom notice is directed or (i) in the case of notices and communications sent by personal delivery or telecopy, one business day after such notice or communication arrives at the applicable address or was successfully sent to the applicable telecopy number, (ii) in the case of notices and communications sent by overnight delivery service, at noon (local time) on the second business day following the day such notice or communication was sent, and (iii) in the case of notices and communications sent by United States mail, seven days after such notice or communication shall have been deposited in the United States mail.

(h) Interpretation. When a reference is made in this Agreement to Exhibits or Schedules, such reference shall be to an Exhibit or Schedule to this Agreement unless otherwise indicated. The words “include,” “includes” and “including” when used in this Agreement shall be deemed in each case to be followed by the words “without limitation.” The phrase “provided to,” “furnished to,” and terms of similar import in this Agreement shall mean that a paper copy of the information referred to has been furnished to the party to whom such information is to be provided. In this Agreement, the phrases “the date hereof,” and terms of similar import, unless the context otherwise requires, shall be deemed to refer to August 14, 2003. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

(i) Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be valid, legal, and enforceable under all applicable laws and regulations. If, however, any provision of this Agreement shall be invalid, illegal, or unenforceable under any such law or regulation in any jurisdiction, it shall, as to such jurisdiction, be deemed modified to conform to the minimum requirements of such law or regulation, or, if for any reason it is not deemed so modified, it shall be invalid, illegal, or unenforceable only to the extent of such invalidity, illegality, or limitation on enforceability without affecting the remaining provisions of this Agreement, or the validity, legality, or enforceability of such provision in any other jurisdiction.

(j) Counterparts. This Agreement may be executed in any number of counterparts, including counterparts transmitted by facsimile or electronic transmission, each of which shall be an original, but all of which together shall constitute one instrument.

(k) Further Assurances. Each party to this Agreement shall do and perform or cause to be done and performed all such further acts and things and shall execute and deliver all such other agreements, certificates, instruments and documents as the other party hereto may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.

(l) Expenses. Upon execution of this Agreement, the Buyer shall reimburse the reasonable fees and expenses of Baker & McKenzie, counsel to KPCB, in an amount not to exceed $5,000.00.

(This space intentionally left blank)

IN WITNESS WHEREOF, the undersigned have duly executed this Agreement as of the date first above written.

“KPCB”			“Buyer”

KPCB HOLDINGS, INC., as nominee, a California corporation			SEEC, INC., a Pennsylvania corporation

By:		/s/ JOHN A. DENNISTON	By:	/s/ RAVINDRA KOKA
Name:		John A. Denniston	Name:	Ravindra Koka
Title:		President	Title:	President & CEO


“Sherwood” or “Assignee”

SHERWOOD PARTNERS, INC., a California corporation, solely in its capacity as assignee for the benefit of creditors of Asera, Inc.

By:	/s/ MICHAEL A. MAIDY
Name:	Michael A. Maidy
Title:

EXHIBIT A

Certificate of Designation

SEEC, INC.

STATEMENT WITH RESPECT TO THE POWERS,

PREFERENCES AND RELATIVE, OPTIONAL

AND OTHER SPECIAL RIGHTS OF

SERIES A CONVERTIBLE PREFERRED STOCK

AND QUALIFICATIONS, LIMITATIONS AND RESTRICTIONS THEREOF

PURSUANT TO SECTION 1522 OF THE

BUSINESS CORPORATION LAW OF THE COMMONWEALTH OF PENNSYLVANIA

SEEC, Inc., a corporation organized and existing under the Business Corporation Law of the Commonwealth of Pennsylvania (the “Company”), does hereby certify that, pursuant to authority conferred upon the Board of Directors of the Company or any committee of the Board of Directors (the “Board”) by its Amended and Restated Articles of Incorporation (as amended, the “Articles of Incorporation”), and pursuant to the provisions of Section 1522 of the Business Corporation Law of the Commonwealth of Pennsylvania, the Board, at a meeting held on August , 2003, duly approved and adopted the following resolution:

RESOLVED, that, pursuant to the authority vested in the Board of Directors by its Articles of Incorporation, the Board of Directors does hereby create, authorize and provide for the issue of a series of convertible preferred stock having the designation, preferences and relative, participating, optional and other special rights and qualifications, limitations and restrictions thereof that are set forth in the Amended and Restated Articles of Incorporation and in this resolution as follows:

The Statement With Respect to Shares setting forth this resolution (this “Certificate of Designation”) shall be effective on August , 2003.

ARTICLE 1

DESIGNATION

There is hereby created out of the authorized and unissued shares of Preferred Stock of the Company a series of Preferred Stock designated as the “Series A Convertible Preferred Stock” (the

“Series A Preferred Stock”), consisting of 1,646,129 shares, par value $0.01 per share. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in Article 9 below.

ARTICLE 2

RANK

The Series A Preferred Stock shall rank as follows: (a) senior to (x) all classes or series of capital stock of the Company in existence on the date of the first issuance of shares of Series A Preferred Stock (the “Issue Date”), and (y) each class or series of capital stock of the Company established after the Issue Date by the Board of Directors of the Company, unless the terms of which expressly provide that such class or series ranks senior (and the creation of which has been approved by the Holders in accordance with Section 5.2(b) hereof) or on parity with the Series A Preferred Stock as to dividends, redemption, voting, conversion rights or distributions upon a Liquidation (collectively referred to as “Junior Securities”); (b) on parity with each class or series of capital stock of the Company established after the Issue Date by the Board of Directors of the Company, the terms of which expressly provide that such class or series ranks on parity with the Series A Preferred Stock as to dividends, redemption, voting, conversion rights, or distributions upon a Liquidation (collectively referred to as “Parity Securities”); and (c) junior to each class or series of capital stock of the Company established after the Issue Date by the Board of Directors of the Company, the creation of which was approved by Holders in accordance with Section 5.2(b) hereof, and the terms of which expressly provide that such class or series ranks senior to the Series A Preferred Stock as to dividends, redemption, voting, conversion or distributions upon a Liquidation (collectively referred to as “Senior Securities”).

ARTICLE 3

DIVIDENDS

Section 3.1 Dividends.

(a) Dividends may be paid on the Series A Preferred Stock as and when declared by the Board of Directors out of assets of the Company legally available therefor (in whatever form). The right to receive dividends on shares of the Series A Preferred Stock shall not be cumulative, and no right to such dividends shall accrue to Holders by reason of the fact that dividends on such shares are not declared or paid in any calendar year.

(b) In the event that any dividends or other distributions (other than distributions made in accordance with, and subject to, Article IV below) are declared on any shares of capital stock of the Company other than any Senior Securities or Parity Securities, the Holders shall be entitled to receive such dividend or other distribution, in such form and amount as though such Holders were holders of shares of capital stock with respect to which the dividend or other distribution has been declared on and as of the record date fixed for the determination of the holders of such shares of capital stock entitled thereto.

ARTICLE 4

LIQUIDATION PREFERENCE

Section 4.1 Liquidation Preference. Upon the occurrence of a Liquidation, subject to the rights of any Senior Securities or any Parity Securities, each Holder will be entitled to be paid for each share of Series A Preferred Stock held thereby, out of, but only to the extent of, the assets of the Company

legally available for distribution to its shareholders, and before any payment or distribution is made on any Junior Security, a liquidation preference per share equal to $1.10 (as adjusted for any stock splits, recombinations and the like with respect to such shares) (the “Liquidation Preference”) plus all accrued and unpaid dividends, if any, with respect to each share of Series A Preferred Stock. If the assets of the Company available for distribution to the Holders and the holders of any Parity Securities shall be insufficient to permit payment in full to such Persons of the amounts which such Persons are entitled to receive in such case, then all of the assets available for distribution to the Holders and the holders of any Parity Securities shall be distributed among and paid to such Persons ratably in proportion to the full liquidation preference to which each would be entitled if such assets were sufficient to permit payment in full.

Section 4.2 No Additional Payment. After the holders of all shares of Series A Preferred Stock shall have been paid in full the amounts to which they are entitled pursuant to Section 4.1 above, the Holders shall not be entitled to participate with any Junior Securities in any distribution of the remaining assets of the Company and such remaining assets of the Company shall be distributed to the holders of any Junior Securities in accordance with the Amended and Restated Articles of Incorporation then in effect.

Section 4.3 Shares not Treated as Both Preferred Stock and Common Stock in any Distribution.

(a) Shares of Series A Preferred Stock shall not be entitled to be converted into shares of Common Stock in order to participate in any distribution, or series of distributions, as shares of Common Stock, without first foregoing participation in the distribution, or series of distributions, as shares of Series A Preferred Stock.

(b) If, upon the occurrence of a Liquidation, the holders of Common Stock would be, absent the Liquidation Preference, entitled to receive a distribution per share of Common Stock in excess of Liquidation Preference, the Series A Preferred Stock shall be deemed to have converted to Common Stock in accordance with Article 6 hereof immediately prior to the effective date of such Liquidation.

Section 4.4 Events Deemed a Liquidation. For purposes of this Article 4, a Liquidation shall be deemed to be occasioned by, or to include, (a)(i) the merger or consolidation of the Company into or with one or more Persons, (ii) the merger or consolidation of one or more Persons into or with the Company or (iii) a tender offer or other business combination, if, in the case of (a)(i), (a)(ii) or (a)(iii), the shareholders of the Company immediately prior to such merger, consolidation, tender offer or other business combination do not retain at least fifty percent (50%) of the total voting power of the surviving Person or (b) the voluntary sale, conveyance, exchange or transfer to another Person of (i) the voting capital stock of the Company if, after such sale, conveyance, exchange or transfer, the shareholders of the Company prior to such sale, conveyance, exchange or transfer do not retain at least fifty percent (50%) of the total voting power of acquiring or surviving Person, or (ii) all or substantially all of the assets of the Company (including, without limitation, the exclusive license of all or substantially all of the Company’s intellectual property). In such an event, the Holders shall be paid the Liquidation Preference in the same kind of consideration paid to the holders of shares of Common Stock upon such deemed Liquidation and, if the consideration is paid in any combination of securities, property or cash, in the same ratio that each kind of consideration bears to the other, in any case in accordance with this Article 4 including, without limitation Section 4.3(b) hereof.

Section 4.5 Valuation of Non-Cash Consideration. If any of the assets or other property of the Company distributed to the Holders in connection with any Liquidation are other than cash, then the value of such assets or other property shall be their fair market value as mutually determined by the Board of Directors of the Company and the Holders of a majority of the then outstanding Series A Preferred Stock, or if the Board

of Directors of the Company and the Holders of a majority of the then outstanding Series A Preferred Stock shall fail to agree, at the Company’s expense by an appraiser chosen by the Board of Directors and reasonably acceptable to the Holders of a majority of the then outstanding Series A Preferred Stock; except that any publicly traded securities to be distributed to shareholders in a Liquidation shall be valued as follows:

(a) If the securities are then traded on a national securities exchange or the Nasdaq National Market (or a similar national quotation system), then the value of the securities shall be deemed to be the average of the closing prices of the securities on such exchange or system over the ten (10) trading day period ending three (3) trading days prior to the distribution; or

(b) If the securities are actively traded over-the-counter, then the value of the securities shall be deemed to be the average of the closing bid prices of the securities over the ten (10) trading day period ending three (3) trading days prior to the distribution.

In the event of a merger or other acquisition of the Company by another entity or other transaction described in Section 4.4 hereof, the distribution date shall be deemed to be the date such transaction closes.

For purposes of this Section 4.5, “trading day” shall mean any day which the exchange or system on which the securities to be distributed are traded is open and “closing prices” or “closing bid prices” shall be deemed to be: (i) for securities traded primarily on the New York Stock Exchange, the American Stock Exchange or Nasdaq, the last reported trade price or sale price, as the case may be, at 4:00 p.m., New York time, on that day; and (ii) for securities listed or traded on other exchanges, markets and systems, the market price as of the end of the regular hours trading period that is generally accepted as such for such exchange, market or system. If, after the date hereof, the benchmark times generally accepted in the securities industry for determining the market price of a stock as of a given trading day shall change from those set forth above, the fair market value shall be determined as of such other generally accepted benchmark times.

Section 4.6 Notice of Liquidation. The Company shall give each Holder written notice of each transaction described in Section 4.4 hereof no later than the earlier of (x) twenty (20) days prior to the shareholders’ meeting called to approve such transaction, or (y) twenty (20) days prior to the closing of such transaction, and shall also notify such Holders in writing of the final approval of such transaction. The first of such notices shall describe the material terms and conditions of the impending transaction and the application of the provisions of this Article 4 thereto, and the Company shall thereafter give such Holders prompt notice of any material changes. The transaction shall in no event take place sooner than twenty (20) days after the Company has given the first notice provided for herein or sooner than ten (10) days after the Company has given notice of any material changes provided for herein; provided, however, that such periods may be shortened upon the written consent of the Holders that represent at least a majority of the voting power of all then outstanding shares of such Series A Preferred Stock.

Section 4.7 Noncompliance. In the event the requirements of this Article 4 are not complied with, the Company shall, at its election, forthwith either:

(a) cause such closing to be postponed until such time as the requirements of this Article 4 have been complied with; or

(b) cancel such transaction, in which event the rights, preferences and privileges of the Holders shall revert to and be the same as such rights, preferences and privileges existing immediately prior to the date of the first notice referred to in Section 4.6 hereof.

ARTICLE 5

VOTING RIGHTS

Section 5.1 Voting. The Holders shall have full voting rights and powers equal to the voting rights and powers of the holders of Common Stock and such Holders shall be entitled to vote, together with all the outstanding shares of Common Stock as a single class, and not as a separate class, on all matters on which holders of Common Stock shall be entitled or permitted to vote, except as otherwise required under Pennsylvania law or as set forth in this Article 5.

Section 5.2 Separate Voting Rights. So long as at least 164,613 shares of Series A Preferred Stock are outstanding, without the affirmative vote or consent of the Holders of a majority of the then outstanding shares of Series A Preferred Stock, voting or consenting, as the case may be, as a separate class, given in person or by proxy, either in writing or by resolution adopted at a duly noticed annual or special meeting, the Company shall not:

(a) amend this Certificate of Designation or the Articles of Incorporation so as to affect adversely the special rights, powers, preferences, privileges or voting rights of the shares of Series A Preferred Stock; provided, however, that (i) the creation, authorization or issuance of any shares of any Parity Securities or Junior Securities, (ii) the decrease in the amount of authorized capital stock of any class or series (but not below the amount of outstanding capital stock of such class or series nor below such amount of Conversion Shares as would be required to effect the conversion provided for in Section 6.1), including the Series A Preferred or (iii) the increase in the amount of authorized capital stock of any class or series of Parity Securities or Junior Securities shall not be deemed to affect adversely the special rights, powers, preferences, privileges or voting rights of Holders;

(b) authorize, create or issue any shares of any Senior Securities; or

(c) redeem, purchase or otherwise acquire (or pay into or set aside for a sinking fund for such purpose) any shares of capital stock of the Company; provided, however, that this restriction shall not apply to the repurchase of shares of Common Stock (x) from employees, officers, directors, consultants or other persons performing services for the Company or any subsidiary pursuant to written agreements approved by the Board of Directors which provide for such repurchase upon termination of services to the Company or in exercise of the Company’s right of first refusal upon a proposed transfer thereof or (y) on the public market pursuant to any stock repurchase program approved by the Board of Directors of the Company.

Section 5.3 Votes Per Share. Except as otherwise provided herein, in any case in which the Holders shall be entitled to vote pursuant to this Article 5 or pursuant to Pennsylvania law, each Holder shall be entitled to the number of votes per share equal to the number of shares of Common Stock then issuable upon conversion of the shares of Series A Preferred Stock then held by such Holder in accordance with Article 6 hereof, as of the date fixed for the determination of holders entitled to vote on such proposal. Fractional votes by the Holders shall not, however, be permitted and any fractional voting rights shall be rounded down to the nearest whole number (after aggregating all shares into which shares of Series A Preferred Stock held by each Holder could be converted). Any action that may be taken hereunder by the Holders voting as a separate class at a meeting may be taken by written consent of the

Holders of a majority of the then outstanding shares of Series A Preferred Stock, voting as a separate class.

ARTICLE 6

CONVERSION

Section 6.1 Conversion

(a) Right to Convert. Any Holder shall have the right, at its sole option, at any time and from time to time to convert, subject to the terms and provisions of this Article 6 and by providing written notice to the Company of such election, all or any such Holder’s shares of Series A Preferred Stock into a number of fully paid and non-assessable shares of Common Stock equal to the product of the number of shares of Series A Preferred Stock being so converted multiplied by the quotient of (i) the Original Issue Price divided by (ii) the conversion price of $1.10 per share, subject to adjustment as provided in Section 6.2 (such price, the “Conversion Price”).

(b) Automatic Conversion. Upon the receipt by the Company of a written request from Holders of a majority of the Series A Preferred then outstanding, or, if later, the effective date for conversion specified in such request, subject to the terms and provisions of this Article 6, each share of Series A Preferred Stock shall automatically be converted into a number of fully paid and non-assessable shares of Common Stock equal to one multiplied by the quotient of (i) the Original Issue Price divided by (ii) the Conversion Price (subject to adjustment as provided in Section 6.2) (such event being an “Automatic Conversion Event”).

(c) Mechanics of Conversion. Before any holder of Series A Preferred Stock shall be entitled to convert the same into full shares of Common Stock, and to receive certificates therefor, he shall either (I) surrender the certificate or certificates therefor, duly endorsed, at the office of the Company or of any transfer agent for the Series A Preferred Stock or (II) notify the Company or its transfer agent that such certificates have been lost, stolen, or destroyed and execute an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such certificates, and shall give written notice to the Company at such office that he elects to convert the same; provided, however, that on the date of an Automatic Conversion Event, the outstanding shares of Series A Preferred Stock shall be converted automatically without any further action by the Holders and whether or not the certificates representing such shares are surrendered to the Company or its transfer agent; provided, further, however, that the Company shall not be obligated to issue certificates evidencing the shares of Common Stock issuable upon such Automatic Conversion Event unless either the certificates evidencing such shares of Series A Preferred Stock are delivered to the Company or its transfer agent as provided above, or the Holder notifies the Company or its transfer agent that such certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such certificates.

(d) Issuance of Conversion Shares.

(i) As promptly as practicable after a Holder has surrendered the certificates representing the Series A Preferred Stock which have been converted or has otherwise complied with Section 6.1(c), the Company will deliver, or cause to be delivered, to the Holder a certificate or certificates representing the shares of Common Stock issued upon such conversion. Such conversion shall be deemed to have been made: (a) in the case of a conversion at the election of the Holder, immediately prior to the close of business on the date of such surrender of the certificate(s) in accordance

with Section 6.1(c) or (b) in the case of an Automatic Conversion Event, immediately prior to the close of business on the date of the Automatic Conversion Event. Upon such conversion, all rights with respect to the shares of the Series A Preferred Stock so converted shall cease with respect to such shares and the Holder shall be treated for all purposes as the record holder of the shares of Common Stock issued upon conversion thereof at such time. All certificates representing the converted Series A Preferred Stock shall be, or shall be deemed to be, canceled by the Company as of the date the election to convert is made and shall thereafter no longer be of any force or effect.

(ii) No fractional shares shall be issued upon the conversion of any share or shares of Series A Preferred Stock. In lieu of any fractional share to which any Holder would otherwise be entitled, the Company shall pay the Holder an amount of cash equal to the product of such fraction multiplied by the fair market value of one (1) share of Common Stock as determined in good faith by the Board of Directors as of the date of conversion. Whether or not fractional shares are issuable upon such conversion shall be determined on the basis of the total number of shares of Series A Preferred Stock the Holder is at the time converting into Common Stock and the number of shares of Common Stock issuable upon such aggregate conversion.

(iii) The Company shall at all times reserve and keep available for issuance upon the conversion of the Series A Preferred Stock, such number of its authorized but unissued shares of Common Stock as will from time to time be sufficient to permit the conversion of all outstanding shares of Series A Preferred Stock, and shall take all action necessary to increase the authorized number of shares of Common Stock if at any time there shall be insufficient authorized but unissued shares of Common Stock to permit such reservation or to permit the conversion of all outstanding shares of Series A Preferred Stock; provided, that the Holders of shares of Series A Preferred Stock vote such shares in favor of any such action that requires a vote of shareholders.

(e) Reorganization, Reclassification. In the case of any consolidation, reorganization, share exchange, division or merger of the Company (other any transaction deemed a Liquidation pursuant to Section 4.4 above) or any capital reorganization, reclassification or other change of outstanding shares of Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value) (each a “Transaction”), each share of Series A Preferred Stock shall be convertible only into the kind and amount of securities and to the property, if any, received in exchange for shares of Common Stock in such transaction, subject to adjustments as nearly equivalent as practicable to the adjustments provided for in Section 6.2. The Company shall execute and deliver to each Holder at least twenty (20) business days prior to effecting such Transaction a notice stating the date on which such event is expected to become effective or occur, and the date as of which it is expected that holders of record of Common Stock shall be entitled to exchange their shares of Common Stock for securities, cash or other property deliverable upon such consolidation, reorganization, merger, share exchange or division. The provisions of this Section 6.1(d) shall similarly apply to successive transactions.

(f) Stamp Tax or Duty. The issuance of certificates for shares of Common Stock upon conversion in accordance herewith shall be made without charge for any stamp or other similar tax in respect of such issuance.

(g) Other Distributions. In the event the Company shall declare a distribution payable in securities of other Persons, evidences of indebtedness issued by the Company or other Persons, assets or options or rights (other than any distribution described in Section 3.1(b) or Article IV hereof), then, in each such case for the purpose of this Section 6.1(g), the Holders shall be entitled to a proportionate share of any such distribution as though they were the holders of the number of shares of Common Stock into which their shares of Series A Preferred Stock are convertible as of the record date fixed for the termindation of the holders of Common Stock entitled to receive such distribution.

Section 6.2 Adjustments of the Conversion Rate. The Conversion Rate shall be subject to adjustment as follows:

(a) Adjustment for Changes in Common Stock. If, after the Issue Date, the Company (A) subdivides or splits any of its outstanding shares of any class or series of Common Stock into a greater number of shares, (B) combines any of its outstanding shares of any class or series of Common Stock into a smaller number of shares, or (C) issues by reclassification of any class or series of Common Stock any shares of Common Stock (other than any such event for which an adjustment is made pursuant to another clause of this Section 6.2(a)); then the Conversion Price in effect immediately prior to such action for each share of Series A Preferred Stock then outstanding shall be adjusted so that the Holder of any share of Series A Preferred Stock thereafter surrendered for conversion shall be entitled to receive the number of shares of Common Stock or other securities of the Company that such Holder would have owned or would have been entitled to receive upon or by reason of any of the events described above, had such share of Series A Preferred Stock been converted immediately prior to the occurrence of such event. Any adjustment made pursuant to this Section 6.2(a) shall become effective retroactively in the case of any such subdivision, combination or reclassification, to the close of business on the day upon which such corporate action becomes effective.

(b) Notice of Adjustment. Whenever the Conversion Rate is adjusted pursuant to this Article 6, the Company shall, at its sole expense, promptly mail to Holders at the addresses appearing on the stock register a certificate of the Company’s chief financial officer setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based. The Company shall, upon the written request at any time of any Holder, furnish or cause to be furnished to such Holder, a like certificate setting forth (i) such adjustment and readjustment, (ii) the Conversion Price at the time in effect, and (iii) the number of shares of Common Stock and the amount, if any, of other property which at the time would be received upon conversion of such Series A Preferred Stock.

(c) Other Event. If any event occurs as to which the provisions of this Section 6.2 are not strictly applicable and as a result of which the provisions of this Section 6.2, in the good faith judgment of the Board of Directors of the Company, do not fairly, equitably and adequately comply with the essential intent and principles of such provisions, then such Board of Directors shall make such adjustments in the application of such provisions, in accordance with such essential intent and principles, as shall be reasonably necessary, in the good faith opinion of such Board of Directors, to so comply.

(d) No Impairment. Subject to the right of Company to amend this Certificate of Designation or its Amended and Restated Articles of Incorporation or take any other corporate action upon obtaining the necessary approvals required by this Certificate of Designation or its Amended and Restated Articles of Incorporation and applicable law, the Company shall not, by amendment of this Certificate of Designation, its Amended and Restated Articles of Incorporation or through any reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, but shall at all times in good faith assist in the carrying out of all the provisions of this Article 6 and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the Holders hereunder against impairment.

ARTICLE 7

MISCELLANEOUS

Section 7.1. Preemptive Rights. This Certificate of Designation does not grant to any shares of Series A Preferred Stock any rights of preemption whatsoever as to any securities of the Company, or any warrants, rights or options issued or granted with respect thereto, regardless of how such securities or such warrants, rights or options may be designated, issued or granted.

Section 7.2. No Reissuance of Series A Preferred Stock. Shares of Series A Preferred Stock that have been issued and reacquired by the Company in any manner following the Issue Date, including shares redeemed or exchanged, shall (upon compliance with any applicable provisions of the laws of Pennsylvania) have the status of authorized but uniussed shares of Preferred Stock of the Company and may be designated or redesignated and issued or reissued, as the case may be, as part of any class or series of Preferred Stock of the Company, except that such shares shall not in any event be reissued as shares of Series A Preferred Stock.

Section 7.3 Business Day. If any payment, redemption or exchange shall be required by the terms hereto be made on a day that is not a Business Day, such payment, redemption, or exchange shall be made on the immediately succeeding Business Day.

Section 7.4 Waiver. The Holders of a majority of the outstanding shares of Series A Preferred Stock, voting or consenting, as the case may be, as a separate class, may waive compliance with any provision of this Certificate of Designation.

Section 7.5 Notice. All notices and other communications hereunder shall be in writing and shall be deemed duly given (a) on the date of delivery if delivered personally, or if by facsimile, upon written confirmation of receipt by facsimile, email or otherwise, (b) on the first Business Day following the date of dispatch if delivered by a recognized next-day courier service, or (c) on the earlier of confirmed receipt or the fifth Business Day following the date of mailing if delivered by registered or certified mail, return receipt requested, postage prepaid. All notices hereunder shall be delivered to the addresses set forth below, or pursuant to such other instructions as may be designated in writing by the party to receive such notice:

if to the Company, to:

SEEC, Inc.

Park West One

Cliff Mine Road, Suite 200

Pittsburgh, PA 15275

with copies to:

Cohen & Grigsby, P.C.

11 Stanwix Street, 15^th Floor

Pittsburgh, PA 15222

Attn: Daniel L. Wessels, Esq.

Any notice or communication to a Holder shall be delivered to the Holder’s address as it appears in the stock register of the Company and shall be sufficiently given if so mailed within the time prescribed. Failure to mail a notice or communication to a particular Holder or any defect in such notice shall not affect its sufficiency with respect to other Holders.

ARTICLE 8

DELIVERY AND FORM

The certificates representing the Series A Preferred Stock will be issued in fully registered form. Holders will be entitled to receive physical delivery of a certificate for their Series A Preferred Stock (“Certificate Preferred Stock”) which shall bear the legend referred to in Section 8.1. Record ownership of Certificates Preferred Stock will be shown on, and the transfer of that ownership will be effected only through, records maintained by the Company.

ARTICLE 9

DEFINITIONS

Section 9.1 Definitions. As used in this Certificate of Designation, the following terms shall have the following meanings:

“Board of Directors” means, with respect to any Person, the Board of Directors of such Person, or any authorized committee of the Board of Directors of such Person.

“Business Day” means a day other than a Saturday, Sunday or other day on which banking institutions in the State of New York are authorized or required by law to close.

“Common Stock” means the Company’s Common Stock, par value $0.01 per share.

“Company” means SEEC, Inc., a Pennsylvania corporation, and any successor.

“Holder” means a Person in whose name any outstanding shares of Series A Preferred Stock are registered in the register for the Series A Preferred Stock.

“Liquidation” shall mean the voluntary or involuntary liquidation under applicable bankruptcy or reorganization legislation, or the dissolution or winding up of the Company.

“Original Issue Price” means $1.10 per share.

“Person” means any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity.

“Preferred Stock” means, with respect to any Person, any capital stock of such Person (however designated) that is preferred as to the payment of dividends or distributions, or as to the distribution of assets upon any voluntary or involuntary liquidation, dissolution or winding up of such Person, over shares of capital stock of any other class or series of such Person. With respect to the Company, “Preferred Stock” includes the Series A Preferred Stock.

“Series A Preferred Stock” is defined in Section 1.1.

Section 9.2 Rules of Construction. For the purposes of this Certificate of Designation (a) words in the singular shall be held to include the plural and vice versa and words of one gender shall be held to include the other gender as the context requires, (b) the word “including” and words of similar

import shall mean “including, without limitation,” (c) a capitalized word has the meaning assigned to it, (d) an accounting term not otherwise defined has the meaning assigned to it in accordance with generally accepted accounting principles in the United States of America as in effect from time to time, and (e) “or” is not exclusive.

IN WITNESS WHEREOF, SEEC, Inc. has caused this Certificate of Designation to be signed by Daniel L. Wessels, its Secretary, on the date and year first above written.

	SEEC, INC.


	Name: Daniel L. Wessels
	Title: Secretary

EXHIBIT B

Schedule of Bridge Lenders

EXHIBIT C

Form of Opinion of Buyer Counsel to Bridge Lenders

1. The Buyer (a) is a corporation duly organized, validly existing and in good standing under the laws of its state of incorporation; (b) has all requisite corporate power and authority to carry on its business as it is now being conducted and to own the properties and assets it now owns; and (c) is duly qualified or licensed to do business as a foreign corporation in good standing in every jurisdiction in which such qualification is required except where failure to be so qualified or licensed or in good standing would not reasonably be expected to have a Company Material Adverse Effect.

2. The Buyer has all requisite legal and corporate power to execute and deliver the Agreement. All corporate action on the part of the Buyer, its respective directors and shareholders necessary for the authorization, execution and delivery of the Agreement, the authorization, sale, issuance and delivery of the Conversion Shares pursuant thereto, and the performance by such party of its respective obligations under the Agreement has been taken. The Agreement has been duly and validly executed and delivered by the Buyer, and each constitutes a valid and binding obligation of the Buyer, enforceable in accordance with their respective terms.

3. The Conversion Shares issued under the Agreement are validly issued, fully paid and nonassessable and free of any liens, encumbrances and preemptive or similar rights other than restrictions on transfer under applicable state and federal securities laws.

4. The execution and delivery by the Buyer of, and the undertaking by such parties of the covenants in and its other obligations under, the Agreement, and the issuance and delivery of shares of Conversion Shares do not (a) violate any provision of Buyer’s Certificate of Incorporation or Bylaws, (b) violate or constitute a default under any material agreement, contract, license or similar obligation or any judgment or decree known to us that is binding upon the Buyer, or (c) violate any provision of any applicable federal or state law, rule, or regulation known to us to be customarily applicable to transactions of this nature or (d) does not create, result in the creation of, or otherwise give rise to any right of any shareholder of the Company under Chapter 25 of the PBCL.

5. Except for such consents, approvals, authorizations, other orders, filings, or qualifications or registrations as may be required under applicable federal and state securities laws in connection with the issuance of the Conversion Shares, no consent, approval, authorization, order, filing, qualification or registration with any United States federal or California state court or governmental body or agency is required for the execution and delivery by the Parent and the Buyer of, and the undertaking by the Parent and the Buyer of the covenants in and its other obligations under, the Agreement, or the issuance and sale of the Common Shares.

6. To our knowledge, there are no legal or governmental proceedings pending to which either the Buyer is a party or to which any of the property or assets of the Buyer are subject which question the validity or enforceability of the Agreement or any action taken or to be taken pursuant thereto; and to our knowledge, the Buyer has not received any written threat thereof.

7. The offer, issuance, sale and delivery of the Conversion Shares to the Bridge Lenders, in accordance with the terms of, and in the manner contemplated by, the Agreement, are exempt from the registration requirement of Section 5 of the Securities Act.

EXHIBIT D

Form of Bridge Lender Representation Statement

EXHIBIT E

Representation and Warranties of the Buyer

Section 1. Certain Definitions. For the purposes hereof, the following definitions shall apply:

(a) “Action or Proceeding” shall mean any action, suit, litigation, proceeding, mediation, arbitration or investigation or audit by any Person.

(b) “Balance Sheet” shall mean the most recent unaudited consolidated balance sheet of the Buyer and its Subsidiaries included in the Financial Statements.

(c) “Buyer Material Adverse Effect” shall mean any circumstance affecting, change in, or effect on the Buyer and its Subsidiaries that is, or imminently shall be, materially adverse to the business, properties, assets, liabilities (absolute, accrued, or contingent), operations, or results of operation of the Buyer and its Subsidiaries, taking the Buyer together with its Subsidiaries as a whole; provided, however, that none of the following shall be deemed, in themselves, either alone or in combination, to constitute a Buyer Material Adverse Effect, and none of the following shall be taken into account in determining whether there has been or shall be a Buyer Material Adverse Effect: (i) any change in the market price or trading volume of the Buyer Common Stock after the date hereof; (ii) any adverse circumstance, change or effect resulting directly from conditions affecting the industries in which the Buyer participates in their entirety, the U.S. economy as a whole, or foreign economies as a whole in any countries where the Buyer or any of its Subsidiaries has material operations; (iii) any adverse circumstance, change or effect resulting directly from the announcement or pendency of this Agreement, the Asset Sale or the Bridge Conversion (including any termination or breach of supplier, distributor, partner or similar relationships); (iv) the de-listing of Buyer Common Stock from the Nasdaq National Market; or (v) any adverse circumstance, change or effect resulting directly from the taking of any action by the Buyer which this Agreement requires the Buyer to take.

(d) “Buyer SEC Documents” shall mean each form, report, schedule, statement and other document filed or required to be filed by the Buyer since April 1, 2001 through the date hereof under the Exchange Act or the Securities Act, including any filed amendment to such document, whether or not such amendment is required to be so filed.

(e) “Financial Statements” shall mean each of the audited consolidated financial statements and unaudited condensed consolidated interim financial statements of the Buyer (including any related notes and schedules) included (or incorporated by reference) in the Buyer SEC Documents.

(f) “Governmental Entity” shall mean a court, arbitral tribunal, administrative agency, commission or other governmental or other regulatory authority or agency, or any Person exercising the authority of any of the foregoing.

(g) “Intellectual Property” shall mean all of the following: (i) U.S. and foreign registered and unregistered trademarks, trade dress, service marks, logos, trade names, corporate names and all registrations and applications to register the same; (ii) issued U.S. and foreign patents and pending patent applications, patent disclosures, and any and all divisions, continuations, continuations-in-part, reissues, reexaminations, and extension thereof, any counterparts claiming priority therefrom, utility models, patents of importation/confirmation, certificates of invention and like statutory rights; (iii) U.S. and foreign registered and unregistered copyrights (including those in computer software and databases), moral rights, rights of publicity and all registrations and applications to register the same; and (iv) all trade secrets; and, to the extent actually protected as a trade secret under the law, computer software,

databases, other confidential information, technology, know-how, proprietary processes, formulae, algorithms, models, user interfaces, customer lists, inventions, discoveries, concepts, ideas, techniques, methods, source codes, object codes, methodologies and, with respect to all of the foregoing, related confidential data or information.

(h) “Buyer Agreement” shall mean any note, bond, mortgage, indenture, lease, license, contract, agreement, arrangement, or other instrument or obligation to which the Buyer or any of its Subsidiaries is a party or by which any of them or any of their properties or assets may be bound.

(i) “Buyer Intellectual Property” shall mean all Intellectual Property owned by the Buyer or any of its Subsidiaries as of the date hereof.

(j) “Person” shall mean any natural person, corporation, limited liability company, partnership (general or limited), business trust, joint stock company, trust, unincorporated association, joint venture, Governmental Entity or other entity or organization.

(k) “Subsidiary” shall mean any corporation or other organization, whether incorporated or unincorporated, of which (i) at least a majority of the securities or other interests having by their terms ordinary voting power to elect a majority of the board of directors or others performing similar functions with respect to such corporation or other organization is, directly or indirectly, owned or controlled by the Buyer or by any one or more of its Subsidiaries, or by the Buyer and one or more of its Subsidiaries, or (ii) the Buyer or any other Subsidiary is a general partner or managing member (excluding any such partnership or limited liability company where the Buyer or any other Subsidiary does not have a majority of the voting interest in such partnership or limited liability company).

(l) “Tax” and “Taxes” shall mean all taxes, charges, fees, duties, levies, penalties or other assessments imposed by any federal, state, local or foreign governmental authority, including income, gross receipts, excise, property, sales, gain, use, license, custom duty, unemployment, capital stock, transfer, franchise, payroll, withholding, social security, minimum estimated, and other taxes, and shall include interest, penalties or additions attributable thereto.

(m) “Tax Return” shall mean any return, declaration, report, claim for refund, or information return or statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof.

(n) “Transactions” shall mean each of the transactions contemplated by this Agreement including, without limitation, the Bridge Conversion.

Section 2. Representations and Warranties. Except as set forth in the Buyer Disclosure Letter delivered to the Collateral Agent concurrently herewith, the Buyer hereby represents and warrants to the Bridge Lenders that:

(a) Organization; Qualification. Each of the Buyer and its Subsidiaries (i) is a corporation duly organized, validly existing and in good standing under the laws of its state of incorporation; (ii) has all requisite corporate power and authority to carry on its business as it is now being conducted and to own the properties and assets it now owns; and (iii) is duly qualified or licensed to do business as a foreign corporation in good standing in every jurisdiction in which such qualification is required except where failure to be so qualified or licensed or in good standing would not reasonably be expected to have a Buyer Material Adverse Effect.

(b) Capitalization. The authorized capital stock of the Buyer consists of 20,000,000 shares of Buyer Common Stock and 10,000,000 shares of preferred stock, par value $0.01 per share (“Buyer Preferred Stock”). As of August 12, 2003, (i) 7,402,781 shares of Buyer Common Stock were issued and outstanding, (ii) 169,341 shares of Buyer Common Stock were issued and held in the treasury of the Buyer, (iii) no shares of preferred stock were issued and outstanding, (iv) 226,305, 1,300,000 and 250,000 shares of Buyer Common Stock were reserved for issuance upon exercise of all outstanding options or other rights to acquire Buyer Common Stock (the “Options”) under the SEEC, Inc. 1994 Stock Option Plan, SEEC, Inc. 1997 Stock Option Plan and the SEEC, Inc. 2000 Non-Employee Directors Plan, respectively, and (v) 300,000 shares of Common Stock were reserved for issuance pursuant to the Buyer’s 1998 Employee Stock Purchase Plan. Immediately prior to the Bridge Conversion, the Buyer shall designate 1,646,129 shares of Buyer Preferred Stock as Series A Preferred, having the rights and preferences set forth in Exhibit B attached to the Agreement (the “Certificate of Designation”). All the outstanding shares of the Buyer’s capital stock are, and all shares of Buyer Common Stock which may be issued pursuant to the exercise of all Options shall be, when issued in accordance with the respective terms thereof, duly authorized, validly issued, fully paid and nonassessable.

(c) Authorization, Validity of Agreement, Certain Action. The Buyer has all requisite corporate power and authority to execute and deliver this Agreement, to perform its respective obligations under this Agreement, and to consummate the Transactions. The execution and delivery of this Agreement by the Buyer and, assuming the approval of the Voting Proposals by the Buyer’s shareholders and the filing of Charter Amendment with the Secretary of State of the Commonwealth of Pennsylvania, the performance by the Buyer of its obligations thereunder and the consummation by the Buyer of the Transactions, have been duly authorized and no other corporate action on the part of the Buyer, its board of directors or shareholders is necessary to authorize the execution and delivery by the Buyer of this Agreement or the consummation by it of the Transactions. This Agreement has been duly executed and delivered by the Buyer, assuming the due authorization, execution and delivery by the Collateral Agent, for and on behalf of the Bridge Lenders, constitutes a valid and binding obligation of the Buyer enforceable in accordance with its respective terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, or similar laws relating to or affecting the enforcement of creditors’ rights generally and (ii) as limited by equitable principles generally.

(d) Consents and Approvals, No Violations. Except for the filings, permits, authorizations, consents, notices, and approvals as may be required under, and other applicable requirements of, the Exchange Act, state securities or blue sky laws, none of the execution, delivery or, assuming the approval of the Voting Proposals by the Buyer’s shareholders and the filing of Charter Amendment with the Secretary of State of the Commonwealth of Pennsylvania, performance of this Agreement by the Buyer, the consummation by the Buyer of the Transactions or compliance by the Buyer with any of the provisions of this Agreement shall (i) conflict with or result in any breach of any provision of the articles of incorporation, the by-laws or similar organizational documents of the Buyer or any of its Subsidiaries, (ii) require any material filing with, or permit, authorization, consent or approval of, any Governmental Entity, (iii) result in a material violation or breach of, or constitute (with or without due notice or the passage of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration or loss of any rights) under, any of the terms, conditions or provisions of any Buyer Agreement, (iv) violate any order, writ, injunction, decree, or any material statute, rule or regulation applicable to the Buyer, any Subsidiary or any of their material properties or assets, or (v) create, result in the creation of or otherwise give rise to any right of any Person pursuant to Chapter 25 of the PBCL including, without limitation, Subchapters (E) and (F) thereof.

(e) Valid Issuance. The Conversion Shares, when issued, sold and delivered in accordance with the terms hereof for the consideration expressed herein, will be duly and validly issued,

fully paid and nonassessable, and will be free of restrictions on transfer, other than restrictions set forth herein, the Certificate of Designation and under applicable federal and state securities laws.

(f) Offering. Subject in part to the truth and accuracy of the Lender Representation Statements to be delivered prior to the Bridge Conversion, the offer, sale and issuance of the Conversion Shares as contemplated hereby are exempt from the registration requirements of the Securities Act, and the qualification or registration requirements of the applicable blue sky laws. Neither the Buyer nor any authorized agent acting on its behalf shall take any action hereafter that would cause the loss of such exemptions.

(g) Reports and Financial Statements.

(i) The Buyer has filed with the SEC the Buyer SEC Documents. As of their respective dates (or, if amended or superseded, as of the date of the last such amendment or superseding report filed prior to the date hereof), the Buyer SEC Documents, including any financial statements or schedules included therein (A) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading and (B) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. The Chief Executive Officer and the Chief Financial Officer of the Buyer have signed, and the Buyer has furnished to the SEC, all certifications required by Section 906 of the Sarbanes-Oxley Act of 2002; such certifications contain no qualifications or exceptions to the matters certified therein and have not been modified or withdrawn; and neither the Buyer nor any of it officers has received notice from any Governmental Entity questioning or challenging the accuracy, completeness, form or manner of filing or submission of such certifications. None of the Subsidiaries is required to file any forms, reports or other documents with the SEC.

(ii) Each of the Financial Statements has been prepared from, and are in accordance with, the books and records of the Buyer and its Subsidiaries. The Financial Statements complied, as of their respective dates, in all material respects with applicable accounting requirements and published rules and regulations of the SEC. The Financial Statements have been prepared in accordance with GAAP, applied on a consistent basis (except as may be indicated in the notes thereto and subject, in the case of interim condensed consolidated financial statements, to normal, recurring and year-end adjustments which were not and are not expected to be material in amount and the absence of certain notes) and fairly present in all material respects as of their respective dates (A) the consolidated financial position of the Buyer and its Subsidiaries as of the dates thereof and (B) the consolidated results of operations, changes in shareholders’ equity and cash flows of the Buyer and its Subsidiaries for the periods presented therein (except as may be indicated in the notes thereto and subject, in the case of interim condensed consolidated financial statements, to normal, recurring and year-end adjustments which were not and are not expected to be material in amount and the absence of certain notes).

(h) No Undisclosed Liabilities. Except (i) as disclosed in the Financial Statements, (ii) for liabilities disclosed in the Buyer SEC Documents, and (iii) for liabilities and obligations incurred in the ordinary course of business and consistent with past practice since the Balance Sheet Date, neither the Buyer nor any of its Subsidiaries has any liability or obligation of any nature, whether or not accrued, contingent or otherwise that would be required by GAAP to be disclosed on a consolidated balance sheet of the Buyer or in the notes thereto and which, individually or in the aggregate, has had or is reasonably likely to have a Buyer Material Adverse Effect. The Buyer has not created any entities or entered into any transactions or created any liabilities or obligations of any nature, whether or not accrued, contingent or otherwise, for the purpose of avoiding disclosure required by GAAP.

(i) Absence of Certain Changes; Conduct of Business. Since the Balance Sheet Date, (A) no event or development has occurred which has had, or could reasonably be expected to have, a Buyer Material Adverse Effect, and (B) the business and operations of the Buyer and each of its Subsidiaries have been conducted in the ordinary course consistent with past practice.

(j) Litigation. Except as disclosed in the Buyer SEC Documents, there is no Action or Proceeding by or before any Governmental Entity or, to the knowledge of the Buyer and its Subsidiaries, threatened against or involving the Buyer or any of its Subsidiaries which either (i) is reasonably likely to result in material damages to or any material injunctive relief against the Buyer or its Subsidiaries or (ii) questions or challenges the validity of this Agreement, the Transactions or any action taken or to be taken by the Buyer or any of its Subsidiaries pursuant hereto or in connection with the Transactions. Neither the Buyer nor any of its Subsidiaries is in default under or in violation of, nor to the knowledge of the Buyer and its Subsidiaries is there any valid basis for any claim of default under or violation of, any Buyer Agreement, except as would not otherwise have a Buyer Material Adverse Effect. Neither the Buyer nor any of its Subsidiaries is subject to any judgment, order or decree that materially restricts its business practices or its ability to acquire any property or conduct its business as currently conducted.

(k) Employee Benefit Plans. No Action or Proceeding is currently pending or, to the Buyer’s knowledge, threatened in writing against or with respect to any employee benefit fund, plan, program, arrangement or contract (including any “pension” plan, fund or program, as defined in Section 3(2) of Employee Retirement Income Security Act of 1974, as amended (“ERISA”), and any “employee benefit plan”, as defined in Section 3(3) of ERISA and any plan, program, arrangement or contract providing for severance; medical, dental or vision benefits; life insurance or death benefits; disability benefits, sick pay or other wage replacement; vacation, holiday or sabbatical; pension or profit-sharing benefits; stock options or other equity compensation; bonus or incentive pay or other material fringe benefits), whether written or not, of the Buyer (each, a “Buyer Benefit Plan”) (other than routine benefits claims), and there is no pending audit or inquiry by the Internal Revenue Service or United States Department of Labor with respect to any Buyer Benefit Plan. To the knowledge of Buyer or any of its Subsidiaries, there exists no condition or set of circumstances that could subject the Buyer or any of its Subsidiaries to any liability relating in any way to any Buyer Benefit Plan, except as would not otherwise have a Buyer Material Adverse Effect.

(l) Tax Matters. The Buyer and each of its Subsidiaries have duly filed all Tax Returns that are required to be filed, and have duly paid or caused to be duly paid in full all Taxes reflected on such Tax Returns. All such Tax Returns are correct and complete in all material respects and accurately reflect all liability for Taxes for the periods covered thereby. All material unpaid Taxes owed by the Buyer and all of its Subsidiaries relating to periods or portions of periods through the Balance Sheet Date (whether or not shown on any Tax Return) are reflected on the Financial Statements. Since the Balance Sheet Date, the Buyer and its Subsidiaries have not incurred any liability for any Taxes other than in the ordinary course of business. Neither the Buyer nor any of its Subsidiaries has received written notice of any claim made by an authority in a jurisdiction where the Buyer or such Subsidiary, as the case may be, does not file Tax Returns, that the Buyer or such Subsidiary is or may be subject to taxation by that jurisdiction.

(m) Title to Properties; Encumbrances. Each of the Buyer and each of its Subsidiaries has good, valid and marketable title to all the material properties and assets which it purports to own (real, personal and mixed, tangible and intangible) and which are reflected in the Balance Sheet, and all the material properties and assets purchased by the Buyer and its Subsidiaries since the Balance Sheet Date, in each case are free and clear of all mortgages, title defects or objections, liens, claims, charges, security interests or other encumbrances of any nature whatsoever, including leases, chattel

mortgages, conditional sales contracts, collateral security arrangements and other title or interest retention arrangements, except, with respect to all such properties and assets: (i) liens shown on the Balance Sheet as securing specified liabilities or obligations, with respect to which no default exists; (ii) minor imperfections of title, if any, none of which are substantial in amount, materially detract from the value or impair the use of the property subject thereto, or impair the operations of the Buyer or any of its Subsidiaries and which have arisen only in the ordinary course of business and consistent with past practice since the date of the Balance Sheet; and (iii) liens for current Taxes not yet due (collectively, “Permitted Liens”). The rights, properties and other assets presently owned, leased or licensed by the Buyer and its Subsidiaries include all rights, properties and other assets necessary to permit the Buyer and its Subsidiaries to conduct their businesses in all material respects in the same manner as their businesses have been conducted prior to the date hereof.

(n) Intellectual Property.

(i) Ownership; Sufficiency of IP Assets. The Buyer or one of its Subsidiaries owns or possesses adequate licenses or other rights to use, free and clear of liens (other than Permitted Liens), all of Intellectual Property used in, and material to, its respective businesses. The Buyer Intellectual Property, together with rights under the licenses granted to the Buyer and/or its Subsidiaries with respect to any Intellectual Property of any Person (other than the Buyer or its Subsidiaries), constitutes all the Intellectual Property rights used in the operation of the Buyer’s and its Subsidiaries’ businesses as they are currently conducted and are all the Intellectual Property rights necessary to operate such businesses after the consummation of the Asset Sale and the Bridge Conversion in substantially the same manner as such businesses have been operated by the Buyer and its Subsidiaries prior thereto. The Buyer has taken reasonable steps to protect the Buyer Intellectual Property.

(ii) Infringement.

(A) By the Buyer. To the knowledge of the Buyer and its Subsidiaries, none of the Intellectual Property used by the Buyer or its Subsidiaries in the conduct of the Buyer’s or its Subsidiaries’ businesses as currently conducted, infringes upon, violates or constitutes the unauthorized use of any valid and enforceable rights owned or controlled by any Person (other than the Buyer or its Subsidiaries). No Action or Proceeding to which the Buyer is a party is now pending and, to the knowledge of the Buyer and its Subsidiaries, no notice or claim in writing has been received by the Buyer or any of its Subsidiaries within the one (1) year prior to the date hereof (A) alleging that the Buyer or any of its Subsidiaries has engaged in any activity or conduct that infringes upon, violates or constitutes the unauthorized use of the Intellectual Property rights of any Person (other than the Buyer or its subsidiaries) or (B) challenging the ownership, use, validity or enforceability of any Intellectual Property owned by or exclusively licensed to or by the Buyer.

(B) By Third Parties. To the knowledge of the Buyer and its Subsidiaries, no Person is misappropriating, infringing or violating any Buyer Intellectual Property, and no such claims have been brought against any Person by the Buyer or any of its Subsidiaries.

(o) Employment Matters. The Buyer and each of its Subsidiaries are in compliance in all material respects with all currently applicable laws and regulations respecting employment, discrimination in employment, terms and conditions of employment, wages, hours and occupational safety and health and employment practices, and is not engaged in any unfair labor practice. There is no controversy pending or, to the knowledge of the Buyer and its Subsidiaries, threatened, between the Buyer or any of its Subsidiaries, on the one hand, and any of their respective employees, on the other

hand, which controversies have resulted, or could reasonably be expected to result, in an Action or Proceeding before any Governmental Entity in which an adverse decision would result in a Buyer Material Adverse Effect. To the knowledge of the Buyer and its Subsidiaries, no officer or key employee of the Buyer is in violation of any material term of any employment contract, patent disclosure agreement, noncompetition agreement, or any restrictive covenant to a former employer relating to the right of any such employee to be employed by the Buyer or a Subsidiary of the Buyer because of the nature of the business conducted by the Buyer or any of its Subsidiaries or to the use of trade secrets or proprietary information of others.

(p) Compliance with Laws. The Buyer and each of its Subsidiaries are in compliance in all material respects with, and have not violated in any material respect any applicable law, rule or regulation of any United States federal, state, local, or foreign Governmental Entity applicable to the Buyer or any of its Subsidiaries, except as would not otherwise have a Buyer Material Adverse Effect. No written notice has been received by the Buyer or any of its Subsidiaries or has been filed, commenced or, to the knowledge of the Buyer and its Subsidiaries, threatened against the Buyer or any of its Subsidiaries alleging any such violation. All licenses, permits and approvals required under such laws, rules and regulations are in full force and effect except where the failure to be in full force and effect would not reasonably be expected to result in a Buyer Material Adverse Effect.

(q) Certain Corporate Matters.

(i) PBCL Approval. The action taken by the Buyer’s board of directors constitutes approval of the Transactions by the Buyer’s board of directors under the provisions of Section 2538 of the PBCL such that Section 2538 of the PBCL does not apply to this Agreement or the Transactions, and such approval has not been amended, rescinded or modified. No other state takeover, antitakeover, moratorium, fair price, interested shareholder, business combination or similar statute or rule is applicable to the Transactions. If any state takeover statute other than Section 2538 of the PBCL becomes or is deemed to become applicable to this Agreement or the Transactions, the Buyer shall (and shall cause each of its applicable Subsidiaries to) take all reasonable action necessary to render such statute inapplicable to all of the foregoing. Further, the provisions of subchapter (E) and (F) of Chapter 25 of the PBCL are not applicable to the execution and delivery by the Buyer of the Agreement or, assuming the approval of the Voting Proposals by the Buyer’s shareholders and the filing of Charter Amendment with the Secretary of State of the Commonwealth of Pennsylvania, the consummation of the Transactions.

(ii) Absence of Questionable Payments. Neither the Buyer nor any of its Subsidiaries nor to the Buyer’s knowledge, any director, officer, agent, employee or other Person acting on behalf of the Buyer or any of its Subsidiaries, has used any corporate or other funds for any unlawful contribution, payment, gift, or entertainment, or made any unlawful expenditure relating to political activity to government officials or others or established or maintained any unlawful or unrecorded funds in violation of Section 30A of the Exchange Act. Neither the Buyer nor any of its Subsidiaries nor, to the Buyer’s knowledge, any current director, officer, agent, employee or other Person acting on behalf of the Buyer or any of its Subsidiaries, has accepted or received any unlawful contribution, payment, gift or expenditure. The Buyer and each of its Subsidiaries which is required to file reports pursuant to Section 12 or 15(d) of the Exchange Act is in compliance in all material respects with the provisions of Section 13(b) of the Exchange Act.

(iii) Insider Interests. Except as disclosed in Buyer SEC Reports, to the Buyer’s knowledge, no executive officer or director of the Buyer or any of its Subsidiaries has any material interest in any material property, real or personal, tangible or intangible, including any Intellectual Property used in or pertaining to the business of the Buyer or any of its Subsidiaries.

(r) Brokers or Finders. No agent, broker, investment banker, financial advisor or other firm or Person is or shall be entitled to any brokers’ or finder’s fee or any other commission or similar fee in connection with any of the Transactions.

EXHIBIT F

Form of KPCB Consulting Agreement

EX-7 4 a03-2761_1ex7.htm EX-7

EXHIBIT 7

Restated Consulting Agreement

AMENDED AND RESTATED
CONSULTING AGREEMENT

THIS AMENDED AND RESTATED CONSULTING AGREEMENT is entered into as of August 14, 2003 (the “Agreement”), by and between SEEC, Inc., a Delaware corporation (the “Company”), and KPCB Holdings, Inc., a California corporation (the “Consultant”).

RECITALS

WHEREAS, on January 8, 2003, the Company and the Consultant entered into that certain Consulting Agreement dated as of January 8, 2003 (the “Original Agreement”), pursuant to which the Consultant agreed to provide to the Company certain consulting services in exchange for the issuance and delivery by the Company to the Consultant of certain warrants to purchase shares of the Company’s common stock; and

WHEREAS, the parties hereto desire to amend and restate the Original Agreement in its entirety in the manner set forth herein:

AGREEMENT

NOW, THEREFORE, the parties hereby agree as follows:

Section 1. Services.

(a) Description of Services. During the Term (as defined herein), the Consultant agrees to perform for the Company the consulting services specified in Exhibit A hereto (the “Services”).

(b) Compensation. As consideration for the agreement of the Consultant to perform such Services and the provision of such Services hereunder, the Company shall issue and deliver to the Consultant, on the Effective Date, warrants to purchase shares of the Company’s capital stock as attached hereto as Exhibit B-1, Exhibit B-2 and Exhibit B-3 (the “Warrants”). The Consultant shall not be entitled to any other compensation for rendering the Services to the Company. The Consultant shall be entitled to certain registration rights with respect to the Warrants and the shares of capital stock issuable upon exercise thereof, each as set forth therein.

Section 2. Term of Agreement.

(a) Term. The term of this Agreement (the “Term”) shall begin on the Effective Date and shall run until the second anniversary of the Effective Date, unless terminated upon an earlier date in accordance with Section 5 hereof.

(b) Effective Date. This Agreement shall be effective upon the satisfaction or waiver of the following conditions (the date following the satisfaction or waiver of all such conditions, the “Effective Date”):

(i) all necessary corporate approvals of the Company required to effect the transactions contemplated hereby shall have been obtained including, without limitation, the approval of the Company’s shareholders of (A) the issuance of the Warrants hereunder and (B) the amendment of the Company’s articles of incorporation to provide that the Buyer shall not be subject to Subchapter (E) of Chapter 25 of the Pennsylvania Business Corporation Law (the “PBCL”);

(ii) all necessary permits, authorizations, consents, notices, and approvals as may be required for the transactions contemplated hereby under all applicable law shall have been obtained including, without limitation, any so required under (I) the Securities Act of 1933, as amended, (II) the Securities Exchange Act of 1934, as amended, (III) applicable state securities or blue sky laws, (IV) the PBCL and (V) the rules, regulations policies adopted by the National Association of Securities Dealers, Inc. concerning companies listed on the Nasdaq Stock Market; and

(iii) the Consultant shall have received from Cohen & Grigsby, P.C., counsel to the Company, an opinion letter addressed to the Consultant in the form attached hereto as Exhibit C.

Section 3. Confidential Information.

(a) Each party (the “Receiving Party”) expressly acknowledges that performing under this Agreement the other party (the “Disclosing Party”) may disclose information relating to the Disclosing Party’s business or technology which is confidential or proprietary in nature (including, without limitation, trade secrets, patents, patent applications, copyrights, know-how, processes, ideas, inventions (whether patentable or not), formulas, other computer programs, databases, technical drawings, designs, algorithms, technology, circuits, layouts, designs, interfaces, materials, schematics, names and expertise of employees and consultants, any other technical, business, financial, customer information, product development plans, supplier information, forecasts, strategies and other confidential information), which to the extent previously, presently or subsequently disclosed to the Receiving Party is hereinafter referred to as the “Confidential Information” of the Disclosing Party.

(b) The Receiving Party shall (i) hold the Disclosing Party’s Confidential Information in confidence and take all commercially reasonable precautions to protect such Confidential Information (including, without limitation, all precautions the Receiving Party usually employs with respect to its own comparable confidential materials), (ii) except as expressly provided herein, not disclose any such Confidential Information or any information derived therefrom to any third person, (iii) not make any use whatsoever at any time of such Confidential Information except as necessary to exercise its rights and perform its obligations hereunder, and (iv) except as expressly set forth herein, not copy or reverse engineer, or attempt to derive the composition or underlying information, structure or ideas of any such Confidential Information.

(c) Without granting any right or license, the Disclosing Party agrees that this Section 3 shall not apply with respect to any information that the Receiving Party can document (i) is or becomes generally available to the public through no improper action or inaction by the Receiving Party or any of its affiliates, agents, consultants or employees, (ii) was properly in the Receiving Party’s possession or known by it prior to receipt from the Disclosing Party, or (iii) was rightfully disclosed to the Receiving Party by a third party provided the Receiving Party complies with restrictions imposed by the third party. The Receiving Party, with prior written notice to the Disclosing Party, may disclose such Confidential Information to the minimum extent possible that is required to be disclosed to a governmental entity or agency, or pursuant to the lawful requirement or request of a governmental entity or agency, provided that reasonable measures are taken to guard against further disclosure (including without limitation, seeking appropriate confidential treatment or a protective order, or assisting the other party to do so), and has allowed the Disclosing Party to participate in any proceeding that requires the disclosure.

(d) The Receiving Party acknowledges and agrees that due to the unique nature of the Disclosing Party’s Confidential Information, there can be no adequate remedy at law for any breach of the Receiving Party’s obligations hereunder, that any such breach or any unauthorized use or release of any Confidential Information shall allow Receiving Party or third parties to unfairly compete with the

Disclosing Party resulting in irreparable harm to the Disclosing Party and therefore, that upon any such breach or any threat thereof, the Disclosing Party shall be entitled to appropriate equitable relief in addition to whatever remedies it might have at law and to be indemnified by the Receiving Party from any loss or harm, including, without limitation, attorney’s fees, in connection with any breach or enforcement of the Receiving Party’s obligations hereunder or the unauthorized use or release of any such Confidential Information. The Receiving Party shall notify the Disclosing Party in writing immediately upon the occurrence of any such unauthorized release or other breach of which it is aware.

Section 4. Sole Remedy; Limited Liability.

(a) EXCEPT AS PROVIDED IN SECTION 3(d) HEREOF, THE COMPANY’S SOLE REMEDY FOR ANY BREACH BY THE CONSULTANT OF ANY PROVISION OF THIS AGREEMENT SHALL BE LIMITED TO THE COMPANY’S RIGHT TO TERMINATE THIS AGREEMENT PURSUANT TO SECTION 5 HEREOF. SOLELY FOR THE AVOIDANCE OF DOUBT, THE CONSULTANT SHALL NOT BE LIABLE IN ANY EVENT FOR LOSS OF REVENUE OR INACCURACY OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR ANY CLAIM ARISING OUT OF CONTRACT, TORT, BREACH OF WARRANTY OR OTHERWISE. IN ADDITION, NEITHER PARTY HERETO SHALL BE LIABLE TO THE OTHER FOR INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION LOSS OF PROFITS WHETHER OR NOT FORESEEABLE AND EVEN IF THE COMPANY OR THE CONSULTANT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

(b) EXCEPT AS EXPRESSLY SET FORTH HEREIN THE SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND (EXPRESS OR IMPLIED) INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, WHICH WARRANTIES ARE EXPRESSLY DISCLAIMED.

Section 5. Termination of Agreement. This Agreement shall terminate upon the occurrence of any of the following events: (a) bankruptcy or insolvency of either party; (b) sale of the business of either party; (c) the mutual agreement of the parties; or (d) the expiration of the Term. Notwithstanding any other provision of this Agreement, either party may terminate the Term and this Agreement by notice to the other party upon the occurrence of a material breach of any provision hereof by the other party that remains uncured for a period of thirty (30) days thereafter. Termination of this Agreement shall not affect the obligations of either party arising out of events or circumstances occurring prior to such termination.

Section 6. Miscellaneous Provisions.

(a) Governing Law. This Agreement and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the State of California, without giving effect to principles of conflicts of law.

(b) Entire Agreement; Enforcement of Rights. This Agreement (with all of the exhibits, attachments and appendices attached hereto) sets forth the entire agreement and understanding of the parties relating to the subject matter herein and merges and supercedes the Original Agreement and all prior discussions between them. No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, shall be effective unless in writing signed by the parties to this Agreement. The failure by either party to enforce any rights under this Agreement shall not be construed as a waiver of any rights of such party.

(c) Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be valid, legal, and enforceable under all applicable laws and regulations. If, however, any provision of this Agreement shall be invalid, illegal, or unenforceable under any such law or regulation in any jurisdiction, it shall, as to such jurisdiction, be deemed modified to conform to the minimum requirements of such law or regulation, or, if for any reason it is not deemed so modified, it shall be invalid, illegal, or unenforceable only to the extent of such invalidity, illegality, or limitation on enforceability without affecting the remaining provisions of this Agreement, or the validity, legality, or enforceability of such provision in any other jurisdiction.

(d) Notices. All notices and other communications required or permitted under this Agreement shall be effective upon receipt and shall be in writing and may be delivered in person, by telecopy, overnight delivery service or registered or certified United States mail, addressed to the address set forth on the signature page hereto, or such other address as a party may provide to the other no later than ten (10) days prior to any such notice or communication. All notices and other communications shall be effective upon the earlier of actual receipt thereof by the person to whom notice is directed or (i) in the case of notices and communications sent by personal delivery or telecopy, one business day after such notice or communication arrives at the applicable address or was successfully sent to the applicable telecopy number, (ii) in the case of notices and communications sent by overnight delivery service, at noon (local time) on the second business day following the day such notice or communication was sent, and (iii) in the case of notices and communications sent by United States mail, seven days after such notice or communication shall have been deposited in the United States mail.

(e) Counterparts. This Agreement may be executed in any number of counterparts, including counterparts transmitted by facsimile or electronic transmission, each of which shall be an original, but all of which together shall constitute one instrument.

(f) Successors and Assigns. The provisions hereof shall inure to the benefit of, and be binding upon, the successors, assigns, heirs, executors and administrators of the parties to this Agreement. No party may assign, except as expressly contemplated herein, any rights, obligations or benefits under this Agreement without the prior written consent of the other party except as expressly set forth herein.

(g) Construction; Titles; Gender. This Agreement is the result of negotiations between and has been reviewed by each of the parties hereto and their respective counsel, if any; accordingly, this Agreement shall be deemed to be the product of all of the parties hereto, and no ambiguity shall be construed in favor of or against any one of the parties hereto. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement. Whenever used herein, the singular number shall include the plural and the plural the singular, and the use of any gender shall be applicable to all genders.

(This space intentionally left blank)

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

“Company”			“Consultant”

SEEC, INC., a Delaware corporation			KPCB HOLDINGS, INC., a California corporation


By:	/s/ RAVINDRA KOKA		By:	/s/ JOHN A. DENNISTON
Name:	Ravindra Koka		Name:	John A. Denniston
Title:	President & CEO		Title:	President

Address:		Park West One, Ste. 200	Address:		c/o Kleiner Perkins Caufield & Byers
		Cliff Mine Road			2750 Sand Hill Road
		Pittsburgh, PA 15275			Menlo Park, CA 94025
		Facsimile: 412.893.0415			Facsimile: 650.233.0378
		Attention: Chief Executive Officer			Attention: John A. Denniston

COUNTERPART SIGNATURE PAGE TO AMENDED AND RESTATED CONSULTING AGREEMENT

EXHIBIT A

Description of Services

During the Term of this Agreement, the Consultant shall provide the following services to the Company (the “Services”): advice and assistance with respect to certain selling, strategy and operational matters. The Consultant shall cause Vinod Khosla and certain other partners and employees of Kleiner Perkins Caufield & Byers to be available for the provision of such Services at such times and places as the Consultant and the Company may reasonable agree in good faith.

The Consultant (together with its affiliates) may acquire equity interests in, make loans to, and generally engage in any kind of banking, trust, financial, advisory, underwriting, equity investment, venture capital, or other business with additional clients, persons, companies or other business entities as the Consultant, in its sole and absolute discretion may determine (collectively, such other business entities, “Other Companies”). The Company hereby acknowledges the foregoing and waives any claims or objections that it may now or hereafter have in respect to any such conflict of interest due to the nature of the business of the Consultant (and its affiliates). Notwithstanding the foregoing, the Consultant acknowledges that the foregoing shall not in manner restrict or otherwise limit any duties, if any, under applicable law that the Consultant may owe to the Company as a result of the Consultant’s status as a shareholder of the Company or the duties of any representative of the Consultant who serves as a member of the Company’s board of directors.

In the event that the Consultant, in the its sole discretion, deems it necessary to employ assistants to aid him in the performance of the Services, the Consultant shall be permitted to do so. The Consultant agrees that such assistants shall be employed solely by the Consultant, and that the Consultant alone will be responsible for providing workers’ compensation insurance for the Consultant’s employees, for paying the salaries and wages of the Consultant’s employees, and for ensuring that all required tax withholdings are made. The parties hereby agree that the Company may not control, direct or supervise any of the Consultant’s employees or subcontractors in the performance of the Services, except to the extent that the Company would be entitled to control, direct or supervise the Consultant in accordance with the provisions hereof. The Consultant expressly acknowledges and agrees that any assistants that provide any services to the Company pursuant to this Agreement shall be bound by, and subject to, any applicable covenant (whether affirmative or negative) of the Consultant set forth herein.

EXHIBIT B-1

Form of Warrant

EXHIBIT B-2

Form of Performance Warrant 1

EXHIBIT B-3

Form of Performance Warrant 2

EXHIBIT C

Form of Opinion of Company Counsel

1. The Company (a) is a corporation duly organized, validly existing and in good standing under the laws of its state of incorporation; (b) has all requisite corporate power and authority to carry on its business as it is now being conducted and to own the properties and assets it now owns; and (c) is duly qualified or licensed to do business as a foreign corporation in good standing in every jurisdiction in which such qualification is required except where failure to be so qualified or licensed or in good standing would not reasonably be expected to have a material adverse effect on the Company’s business, operations, financial condition and prospects.

2. The Company has all requisite legal and corporate power to execute and deliver the Consulting Agreement (the “Agreement”) and the Warrants and perform its obligations thereunder. All corporate action on the part of the Company, its directors and shareholders necessary for the authorization, execution and delivery of the Agreement and the Warrants, the authorization, sale, issuance and delivery of the Warrants (and the shares of Common Stock issuable upon exercise thereof) and the performance by the Company of its obligations under the Agreement and the Warrants has been taken. Each of the Agreement and the Warrants has been duly and validly executed and delivered by the Company, and each constitutes a valid and binding obligation of the Company, enforceable in accordance with their respective terms.

3. The shares of Common Stock issuable upon exercise of the Warrants have been duly and validly reserved, and when issued in accordance with the terms of the Warrants will be validly issued, fully paid and nonassessable.

4. The execution and delivery by the Company of, and the undertaking by the Company of the covenants in and its other obligations under, the Agreement, the issuance and sale of the Warrants, and the issuance and delivery of shares of Common Stock upon the exercise of the Warrants do not (a) violate any provision of the Company’s articles of incorporation or bylaws, (b) violate or constitute a default under any material agreement, contract, license or similar obligation or any judgment or decree known to us that is binding upon the Company, (c) violate any provision of any applicable federal or state law, rule, or regulation known to us to be customarily applicable to transactions of this nature, or (d) does not create, result in the creation of, or otherwise give rise to any right of any shareholder of the Company under Chapter 25 of the Pennsylvania Business Corporation Law.

5. Except for such consents, approvals, authorizations, other orders, filings, or qualifications or registrations as may be required under applicable federal and state securities laws in connection with the issuance of the Warrants to the Consultant, no consent, approval, authorization, order, filing, qualification or registration with any United States federal or California state court or governmental body or agency is required for the execution and delivery by the Company of, and the undertaking by the Company of the covenants in and its other obligations under, the Agreement, the issuance and sale of the Warrants by the Company, or the issuance and delivery of shares of Common Stock upon the exercise of the Warrants.

6. To our knowledge, there are no legal or governmental proceedings pending to which the Company is a party or to which any of the property or assets of the Company are subject which question the validity or enforceability of the Agreement or any action taken or to be taken pursuant thereto; and to our knowledge, the Company has not received any written threat thereof.

7. The offer, issuance, sale and delivery of the Warrants (and the shares of Common Stock issuable upon exercise of such Warrants, assuming such exercise as of the date hereof) to the Investor, in accordance with the terms of, and in the manner contemplated by, the Agreement, are exempt from the registration requirement of Section 5 of the Securities Act.

EX-8 5 a03-2761_1ex8.htm EX-8

EXHIBIT 8

Form of Warrants

Exhibit B-1 to Restated Consulting Agreement

THE WARRANT REPRESENTED BY THIS CERTIFICATE HAS BEEN ACQUIRED FOR INVESTMENT AND HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). SUCH WARRANT MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF REGISTRATION OR AN EXEMPTION THEREFROM. SEEC, INC. MAY REQUIRE AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO IT TO BE PROVIDED PRIOR TO SUCH SALE, TRANSFER, PLEDGE OR HYPOTHECATION THAT A PROPOSED SALE, TRANSFER, PLEDGE OR HYPOTHECATION IS IN COMPLIANCE WITH THE ACT.

Number: CS-00

, 2003

WARRANT TO PURCHASE COMMON STOCK

SEEC, INC.

THIS CERTIFIES THAT, for value received, KPCB HOLDINGS, INC., a California corporation, as nominee (the “Holder”), is entitled, upon the terms and subject to the conditions hereinafter set forth and at its sole and absolute discretion, to subscribe for and purchase from SEEC, INC., a Pennsylvania corporation with its principal executive offices at Park One West, Cliff Mine Road, Pittsburgh, PA 15275 (the “Company”), at any time during the period set forth in Section 1(d) hereof, the number of shares of common stock, par value $0.01 per share, of the Company (the “Common Stock”) set forth in Section 1(b) hereof at the exercise price set in Section 1(c) hereof. This warrant (as amended or otherwise modified from time to time, this “Warrant”) is issued in connection with the execution of that certain Amended and Restated Consulting Agreement dated as of August 14, 2003, by and between the Company and the Holder (as amended or otherwise modified from time to time, the “Consulting Agreement”).

1. Warrant Purchase Rights.

(a) Type of Stock. This Warrant shall be exercisable for shares of Common Stock (such shares, the “Warrant Stock”).

(b) Number of Shares.

(i) Subject to the provisions hereof, the number of shares of Warrant Stock issuable upon exercise hereof shall be determined as follows:

(A) On or after February 8, 2003, the Warrant shall represent the right to acquire 41,667 shares of Warrant Stock;

(B) On or after the 8th day of each calendar month thereafter through and including December 8, 2004, the Warrant shall represent the right to acquire an additional 41,667 shares of Warrant Stock; and

(ii) Notwithstanding the foregoing, in the event of a Consultant Termination (as defined herein), this Warrant shall represent the right to purchase the number of shares of Warrant Stock which were so purchasable by the Holder on the day immediately prior to such termination. For the purposes hereof, a “Consultant Termination” shall mean an (A) a termination of the Consulting Agreement by the Consultant (as defined in the Consulting Agreement) for any reason other than due to a material breach of the Consulting Agreement by the Company that remains uncured by the Company pursuant to the terms of the Consulting Agreement, or (B) a termination of the Consulting Agreement by the Company due to (1) bankruptcy or insolvency of the Consultant, (2) sale of the business of the Consultant or (3) a material breach of the Consulting Agreement by the Consultant that remains uncured by the Consultant pursuant to the terms of the Consulting Agreement.

(iii) Notwithstanding the foregoing, in the event of (A) the termination of the Consulting Agreement for any reason other than a Consultant Termination, or (B) a Change of Control (as defined herein) at any time after the date of execution of the Consulting Agreement, then, effective as of immediately following such termination or Change of Control, as the case may be, the number of shares of Warrant Stock issuable upon exercise hereof shall be 1,000,000. For the purposes hereof, a “Change of Control” shall mean the reorganization, merger or consolidation of the Company with or into any other corporation or entity, or a sale, conveyance or encumbrance of all or substantially all of the assets of the Company (including, without limitation, the exclusive license of all or substantially all of the Company’s intellectual property), in which transaction or series of related transactions in which the corporation’s stockholders immediately prior to such transaction own immediately after such transaction less than fifty percent (50%) of the voting power of the surviving corporation or its parent.

(d) Exercise Period. Subject to Section 1(b) hereof, this Warrant may be exercised at any time from the date hereof until the fifth anniversary of the date hereof (such period, the “Exercise Period”).

2. Method of Exercise Payment.

(a) Cash Exercise. Subject to the terms hereof, the purchase rights represented hereby may be exercised by the Holder in its sole and absolute discretion, in whole or in part, at any time during the Exercise Period, by the surrender of this Warrant (with a duly executed notice of exercise form (the “Notice of Exercise”) substantially in the form attached hereto as Exhibit A) at the principal executive offices of the Company, and by the payment to the Company of an amount equal to the Exercise Price multiplied by the number of shares of Warrant Stock being purchased, which amount may be paid, at the election of the Holder, by wire transfer of immediately available funds or certified check payable to the order of the Company. The person(s) in whose name any certificate representing the shares of Warrant Stock issuable upon exercise of this Warrant shall be deemed to have become the holder(s) of record of, and shall be treated for all purposes as the record holder of, the Warrant Stock represented thereby, and such shares of Warrant Stock shall be deemed to have been issued, immediately prior to the close of business on the date or dates upon which this Warrant is surrendered.

(b) Net Issue Exercise.

(i) Notwithstanding any provision herein to the contrary, if the fair market value of one share (or other unit) of Warrant Stock is greater than the Exercise Price, at the date of calculation as set forth below, in lieu of a cash exercise of this Warrant in accordance with Section 2(a) hereof, the Holder may elect to receive securities equal to the value (as determined below) of this

Warrant, or the portion thereof being exercised, by surrender of this Warrant at the principal executive offices of the Company, together with the properly-endorsed Notice of Exercise, in which event the Company shall issue to the Holder a number of shares of Warrant Stock computed using the following formula:

	X	=	Y(A-B)
			A

Where	X	=	the number of shares of Warrant Stock to be issued to the Holder.

	Y	=	the number of shares of Warrant Stock requested to be exercised under this Warrant.

	A	=	the fair market value of one share (or other unit) of Warrant Stock (at the date of such calculation).

	B	=	the Exercise Price (as adjusted to the date of such calculation).

(ii) For purposes of this Section 2(b), the fair market value of one share (or other unit) of Warrant Stock shall be determined in good faith by the Company’s Board of Directors; provided, however, that where there exists a public market for shares of Common Stock at the time of such exercise, the fair market value per share shall be the product of (A) the average of the closing bid and asked prices of the Common Stock quoted in the Over-The-Counter Market Summary or the last reported sale price of the Common Stock or the closing price quoted on The Nasdaq National Market or on any exchange on which the Common Stock is listed, whichever is applicable, for the five trading days prior to the date of determination of fair market value, and (B) the number of shares of Common Stock into which each share of Warrant Stock is convertible at the time of such exercise.

(c) Stock Certificates. In the event of any exercise of the rights represented by this Warrant, certificates for the shares of Warrant Stock so purchased shall be delivered to the Holder as soon as reasonably possible and, unless this Warrant has been fully exercised or has expired, a new Warrant on like terms representing the shares with respect to which this Warrant shall not have been exercised shall also be issued to the Holder within such time.

(d) No Fractional Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Warrant. In lieu of any fractional share to which the Holder would otherwise be entitled, the Company shall make a cash payment equal to the fair market value of one share of Warrant Stock multiplied by such fraction.

(e) No Impairment. The Company will not, by amendment of its certificate of incorporation or bylaws (the “Charter Documents”), or through reorganization, consolidation, merger, dissolution, issue or sale of securities, sale of assets or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the Holder against impairment. Notwithstanding the foregoing, the taking of any action by the Company for which an adjustment is made pursuant to Section 5 hereof and which does not constitute a breach of the other terms of this Warrant shall not be deemed to constitute a breach of the foregoing provisions or an impairment of this Warrant.

3. Due Authorization of Shares; Reservation of Shares. The Company hereby covenants and agrees that, during the term this Warrant is exercisable, the Company will reserve from its authorized and unissued shares a sufficient number of shares to provide for the issuance of the Warrant Stock upon exercise of this Warrant.

4. Rights of Stockholders. This Warrant does not entitle the Holder to any voting rights or other rights as a stockholder of the Company prior to the exercise hereof. Notwithstanding the foregoing, the Warrant Stock shall have the registration rights set forth on Exhibit B hereto, the terms and conditions of which are incorporated by reference herein. Such registration rights may be assigned by the Holder in connection with the transfer of all or any part of this Warrant in accordance herewith.

5. Adjustment.

(a) Merger or Reorganization. Prior to any recapitalization, reorganization, consolidation, merger or other similar transaction, which in each case is effected in such a way that the holders of the Company’s capital stock are entitled to receive (either directly or upon subsequent liquidation) stock, securities or assets with respect to or in exchange for such stock (an “Organic Change”), the Company shall make appropriate provision, in form and substance reasonably satisfactory to the Holder, to insure that the Holder shall thereafter have the right to acquire and receive, in lieu of or in addition to, as the case may be, the Warrant Stock immediately theretofore issuable and receivable upon the exercise hereof, such shares of stock, securities or assets as may be issued or payable in connection with such Organic Change with respect to or in exchange for the number of shares of Warrant Stock immediately theretofore issuable and receivable upon exercise of this Warrant had such Organic Change not taken place.

(b) Split, Subdivision, Combination, Consolidation, Reclassification and the Like. If the Company, at any time while this Warrant, or any portion hereof, remains outstanding and unexpired by split, subdivision, combination, consolidation or reclassification of securities or otherwise, shall change the Warrant Stock into the same or a different number and kind of securities of any class or classes, this Warrant shall thereafter represent the right to acquire such number and kind of such securities as would have been issuable as the result of such change with respect to the Warrant Stock immediately prior to such subdivision, combination, consolidation, reclassification or other change, and the Exercise Price in respect of such securities shall be proportionately adjusted.

(c) Adjustments for Dividends in Stock or Other Securities or Property. If, while this Warrant, or any portion hereof, remains outstanding and unexpired, the holders of the securities as to which purchase rights under this Warrant exist at the time shall have received, or on or after the record date fixed for the determination of eligible stockholders, shall have become entitled to receive by way of dividend, without payment therefore, other or additional stock or other securities or property (other than cash) of the Company, then and in each case, this Warrant shall represent the right to acquire, in addition to the number of shares of the security receivable upon exercise of this Warrant, and without payment of any additional consideration therefor, the amount of such other or additional stock or other securities or property (other than cash) of the Company that such holder would hold on the date of such exercise had it been the holder of record of such security in respect of which the dividend shall have been or be payable on the date hereof and had thereafter, during the period from the date hereof to and including the date of such exercise, retained such shares and/or all other additional stock available by it as aforesaid during such period, giving effect to all adjustments called for during such period by the provisions of this Section 5.

(d) Certificate as to Adjustments. Upon the occurrence of each adjustment or readjustment pursuant to this Section 5, the Company shall compute such adjustment or readjustment in

accordance with the terms of this Warrant and prepare a certificate setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based. The Company will cause copies of such certificate to be promptly delivered to the Holder.

6. Representations and Warranties.

(a) By the Company. The Company represents and warrants to the Holder as follows:

(i) this Warrant has been duly authorized and executed by the Company and is a valid and binding obligation of the Company enforceable in accordance with its terms, subject to laws of general application relating to bankruptcy, insolvency, moratorium, reorganization and the relief of debtors and the rules of law or principles at equity governing specific performance, injunctive relief and other equitable remedies (regardless of whether enforcement is sought in equity or at law);

(ii) all shares of Warrant Stock which may be issued upon the exercise of this Warrant will, upon issuance, be duly authorized, validly issued, fully paid and nonassessable and free from all taxes, liens and charges with respect to the issue thereof (other than taxes with respect to any transfer occurring contemporaneously with such issue to a person other than the Holder);

(iii) except for the filing of notices pursuant to federal and state securities laws, which filings will be effected by the time required thereby, the execution, delivery or performance of this Warrant by the Company, and the issuance of the shares of Warrant Stock upon exercise of this Warrant in accordance with the terms hereof shall not (A) conflict with or result in any breach of any provision of the Charter Documents, (B) require any material filing with, or permit, authorization, consent or approval of, any Federal, state or local governmental authority, (C) result in a material violation or breach of, or constitute (with or without due notice or the passage of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration or loss of any rights) under, any of the terms, conditions or provisions of any material indenture, mortgage, contract or other instrument of which the Company is a party or by which it is bound, or (D) violate any order, writ, injunction, decree, or any material statute, rule or regulation applicable to the Company or any of its material properties or assets; and

(iv) there are no actions, suits, audits, investigations or proceedings pending or, to the knowledge of the Company, threatened against the Company in any court or before any governmental commission, board or authority which, if adversely determined, will have a material adverse effect on the ability of the Company to perform its obligations under this Warrant.

(b) By the Holder. The Holder represents and warrants to the Company as follows:

(i) the Holder is aware of the Company’s business affairs and financial condition, and has acquired information about the Company sufficient to reach an informed and knowledgeable decision to acquire this Warrant;

(ii) the Holder is acquiring this Warrant for its own account as principal, for investment purposes only, and not with a present view to, or for, resale, distribution or fractionalization thereof, in whole or in part, within the meaning of the Securities Act of 1933, as amended (the “Securities Act”);

(iii) the Holder understands that its acquisition of this Warrant has not been registered under the Securities Act or registered or qualified under any state securities law in reliance on

specific exemptions therefrom, which exemptions may depend upon, among other things, the bona fide nature of such Holder’s investment intent as expressed herein;

(iv) the Holder shall not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Warrant or the shares of Warrant Stock, except in compliance with the terms hereof and the registration requirements of the Securities Act, and the rules and regulations promulgated thereunder, or an exemption thereunder; and

(v) the Holder is an “accredited investor” as defined in Rule 50 1(A) under the Securities Act.

7. Transfer of Warrant.

(a) Warrant Register. The Company will maintain a register (the “Warrant Register”) containing the names and addresses of the Holder(s). Any Holder of this Warrant or a portion hereof may change its or his address as shown on the Warrant Register by written notice to the Company requesting such change. Any notice or written communication required or permitted to be given to the Holder may be delivered to such Holder as shown on the Warrant Register and at the address shown on the Warrant Register. Until notified of a transfer in accordance with the terms hereof, the Company may treat the Holder as shown on the Warrant Register as the absolute owner of this Warrant for all purposes, notwithstanding any notice to the contrary.

(b) Transferability of Warrant. The Holder further acknowledges and understands that this Warrant and the Warrant Stock may not be resold or otherwise transferred except in a transaction registered under the Securities Act or unless an exemption from such registration is available. The Holder understands that the Warrant and the certificate(s) evidencing the shares of Warrant Stock shall be imprinted with a legend as set forth in Section 9 hereof that prohibits the transfer of such securities unless (i) they are registered or such registration is not required, and (ii) if the transfer is pursuant to an exemption from registration under the Securities Act and, if the Company shall so request in writing, an opinion of counsel reasonably satisfactory to the Company is obtained to the effect that the transaction is so exempt. The requirements of subsection (ii) above shall not apply to any transfer of this Warrant (or the shares of Warrant Stock upon exercise thereof) or any part hereof to any affiliate of the Holder or such other person or entity as the Holder may determine; provided, however, that the transferee shall agree in writing to be bound by the terms of this Warrant as if the original Holder hereof. Any transfer, attempted transfer or other disposition in violation of this Section 7(b) shall be deemed null and void and be of no binding effect.

(c) Exchange of Warrant Upon Transfer. On surrender of this Warrant for exchange, subject to the provisions of this Warrant with respect to compliance with federal and state securities laws and with the limitations on transfers and assignments contained in this Section 7, the Company, at its expense, shall as soon as reasonably possible issue to the Holder a new warrant or warrants of like tenor, in the name of the Holder or as the Holder (on payment by the Holder of any applicable transfer taxes) may direct, for the number of securities issuable upon exercise hereof.

8. Loss, Theft, Destruction or Mutilation of Warrant. Upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Warrant, and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it and upon surrender and cancellation of this Warrant, if mutilated, the Company will make and deliver a new Warrant of like tenor and dated as of such cancellation, in lieu of this Warrant.

9. Legends. This Warrant and all Warrant Stock issued upon exercise hereof or any securities issued upon conversion thereof shall be stamped or imprinted with a legend in substantially the following form (in addition to any legend required by state securities laws):

THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). SUCH SHARES MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF REGISTRATION OR AN EXEMPTION THEREFROM. SEEC, INC. MAY REQUIRE AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO IT PRIOR TO SUCH SALE, TRANSFER, PLEDGE OR HYPOTHECATION THAT A PROPOSED SALE, TRANSFER, PLEDGE OR HYPOTHECATION IS IN COMPLIANCE WITH THE ACT.

10. Miscellaneous.

(a) Governing Law. This Warrant is made in accordance with and shall be construed under the laws of the State of Delaware, other than the conflicts of laws principles thereof.

(b) Successors and Assigns. The provisions hereof shall inure to the benefit of, and be binding upon, the successors, assigns, heirs, executors and administrators of the parties to this Agreement. Neither the Company nor the Holder may assign, except as expressly contemplated herein, any rights, obligations or benefits under this Warrant without the prior written consent of the other party.

(c) Entire Agreement. This Warrant, with the Consulting Agreement and the other schedules, exhibits and documents appended hereto and thereto, constitutes the full and entire understanding and agreement between the parties with regard to the subjects hereof and thereof.

(d) Notices. All notices and other communications required or permitted under this Warrant shall be given in writing and shall be mailed by registered or certified mail, postage prepaid, sent by confirmed facsimile or telecopy, or otherwise delivered by hand, overnight courier or by messenger, addressed (i) if to a Holder, at the Holder’s as shown on the Warrant Register, or (ii) if to the Company, one copy should be sent to its address set forth on the first page of this Warrant and addressed to the attention of the Chief Executive Officer, or at such other address as the Company shall have furnished to the Holder in accordance herewith of at least 10 days prior to the date of such notice, with a copy to Cohen & Grigsby, P.C., 11 Stanwix St., 15^th Floor, Pittsburgh, PA 15222, Facsimile: 412.209.0672, Attention: Daniel L. Wessels. Each such notice of other communication shall be treated as effective or having been given when delivered if delivered personally, or if sent by mail, at the earlier of its receipt or seventy-two (72) hours after the same has been deposited in a regularly maintained receptacle for the deposit of the United States mail, addressed and mailed as set forth above.

(e) Amendment, Modification and Waiver. Any term of this Warrant may be amended and the observance of any term of this Warrant may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Company and the Holder. The failure by the parties to assert any right herein shall not be deemed to be a waiver thereof.

(f) Separability. Whenever possible, each provision of this Warrant shall be interpreted in such manner as to be valid, legal, and enforceable under all applicable laws and regulations.

If, however, any provision of this Warrant shall be invalid, illegal, or unenforceable under any such law or regulation in any jurisdiction, it shall, as to such jurisdiction, be deemed modified to conform to the minimum requirements of such law or regulation, or, if for any reason it is not deemed so modified, it shall be invalid, illegal, or unenforceable only to the extent of such invalidity, illegality, or limitation on enforceability without affecting the remaining provisions of this Warrant, or the validity, legality, or enforceability of such provision in any other jurisdiction.

(g) Interpretation. When a reference is made in this Warrant to Exhibits or Schedules, such reference shall be to an Exhibit to this Warrant unless otherwise indicated. The words “include,” “includes” and “including” when used in this Warrant shall be deemed in each case to be followed by the words “without limitation.” The phrase “provided to,” “furnished to,” and terms of similar import in this Warrant shall mean that a paper copy of the information referred to has been furnished to the party to whom such information is to be provided. In this Warrant, the phrases “the date hereof,” “the date hereof’, and terms of similar import, unless the context otherwise requires, shall be deemed to refer to August 14, 2003. The headings contained in this Warrant are for reference purposes only and shall not affect in any way the meaning or interpretation of this Warrant.

(This space intentionally left blank)

IN WITNESS WHEREOF, the undersigned has caused this Warrant to be executed as of the date set forth above.

	SEEC, INC., a Pennsylvania corporation


	By:
	Name:
	Title:

EXHIBIT A

Notice of Exercise

TO: SEEC, Inc.

Park One West

Cliff Mine Road, Ste. 200

Pittsburgh, PA 15275

Attn: Chief Executive Officer

1. Cash Payment Option - Check this Box o

The undersigned hereby elects to purchase shares of Common Stock of SEEC, Inc. pursuant to the terms of this Warrant, and tenders herewith payment of the purchase price of such shares in full.

2. Net Issue Exercise Option - Check this Box o

The undersigned hereby elects to effect the net issue exercise provision of Section 2(b) of this Warrant and receive shares of Common Stock of SEEC, Inc., pursuant to the terms of this Warrant.

3. Please issue a certificate or certificates representing said shares of Common Stock in the name of the undersigned as specified below:

Name:

Address:

4. The undersigned hereby represents and warrants that the aforesaid shares of Common Stock are being acquired for the account of the undersigned for investment and not with a view to, or for resale, in connection with the distribution thereof, and that the undersigned has no present intention of distributing or reselling such shares.


(Print Full Name)

(Sign Name)

(Print Title, if applicable)

Date:

EXHIBIT B

Registration Rights

1. Registration Rights. If, at any time after the date hereof, the Company proposes to register any shares of its capital stock under the Securities Act for sale to the public, whether for its own account or for the account of other securityholders or both (including, without limitation, registration statements relating to secondary offerings of shares of the Company’s capital stock, but excluding registration statements relating solely to the sale of securities to participants in a Company stock plan, to exchange offers or to non-convertible debt securities or relating solely to corporate reorganizations or other transactions pursuant to Rule 145 under the Securities Act), the Company shall, at such time, promptly give the Holder written notice of such registration, and will afford the Holder an opportunity to include in such registration statement all or any of the Warrant Stock issued or issuable hereunder (for such purposes, the “Registrable Securities”). The Holder shall, within twenty (20) days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Securities such Holder wishes to include in such registration statement. At the time the registration statement is declared effective, the Holder shall be named as a selling securityholder therein and the related prospectus in such a manner as to permit such Holder to deliver such prospectus to purchasers of registered securities in accordance with applicable law.

2. Registration Procedures. In the case of a registration, and any qualification or compliance effected by the Company pursuant to this Section 1 of this Exhibit B, Subject to provisions hereof, and until the Effectiveness Termination Date, the Company shall take the following actions:

(a) Promptly prepare and file with the SEC the registration statement in accordance herewith and keep the Holder advised in writing as to the initiation of such registration, qualification and compliance and as to the completion thereof;

(b) Use commercially reasonable efforts to cause a registration statement to be declared effective under the Securities Act as soon as practicable thereafter and to keep such registration statement continuously effective under the Securities Act until the earlier of (i) the date that is the later of (A) the second anniversary of the date hereof and (B) the date that neither the Holder nor any of its affiliates is an affiliate of the Company, (ii) such date as all Registrable Securities may be sold in a single three-month period in accordance with Rule 144 under the Securities Act or (iii) such date as all securities registered on such registration statement have been resold (the earlier to occur of (i), (ii) and (iii) is the “Effectiveness Termination Date”);

(c) Furnish to the Holder such reasonable numbers of copies of a prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents as it may reasonably request in order to facilitate the disposition of Registrable Securities owned by it;

(d) Use commercially reasonable efforts to register and qualify the securities covered by such registration statement under such other securities or Blue Sky laws of such jurisdictions as shall be reasonably requested by the Holder for the purpose of permitting the offers and sales of the securities in such jurisdictions, provided that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictions;

(e) Notify as soon as reasonably practicable after the Company becomes aware the Holder at any time when a prospectus relating thereto is required to be delivered under the Securities Act

of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing;

(f) If for any reason it shall be necessary to amend or supplement the registration statement or the prospectus used in connection with such registration statement in order to correct any untrue statements, ensure that the registration statement is not misleading or otherwise to comply with the Securities Act, as promptly as reasonably practicable, prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus as may be necessary to correct such untrue statements, ensure that such registration statement is not misleading or to comply with the provisions of the Securities Act, provided, that to the extent that any statements to be corrected relate to any information provided by the Holder, the Company shall not be obligated to amend the registration statement until the Company has received such corrected information from the Holder and has had a reasonable opportunity to amend or supplement such registration statement or prospectus;

(g) If the registration statement ceases to be effective for any reason at any time prior to the Effectiveness Termination Date (other than because all securities registered thereunder have been resold pursuant thereto), use commercially reasonable efforts to obtain the prompt withdrawal of any order suspending the effectiveness thereof;

(h) Cause all such Registrable Securities registered hereunder to be listed or included on each securities exchange or automated quotation system on which similar securities issued by the Company are then listed or included; and

(i) Provide a transfer agent and registrar for all Registrable Securities registered hereunder and a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registration.

In addition, in the event of any underwritten public offering, the Company shall (I) enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter of such offering, provided that the Holder also enters into and perform its obligations under such an agreement, and (II) use its best efforts to furnish, at the request of the Holder, on the date that such Registrable Securities are delivered to the underwriters for sale in connection with a registration pursuant hereto, if such securities are being sold through underwriters, or, if such securities are not being sold through underwriters, on the date that the registration statement with respect to such securities becomes effective, (A) an opinion, dated such date, of the counsel representing the Company for the purposes of such registration, in form and substance as is customarily given in an underwritten public offering (and reasonably acceptable to the counsel for the Holder), addressed to the underwriters, if any, and to the Holder, and (B) a letter dated such date, from the independent certified public accountants of the Company, in form and substance as is customarily given by independent certified public accountants in an underwritten public offering (and reasonably acceptable to the counsel for the Holder), addressed to the underwriters, to the extent such letter is permitted under generally recognized accounting practice.

3. Selling Procedure.

(a) Following the date that the registration statement is declared effective by the SEC. the Holder shall be permitted, subject to the provisions hereof, to offer and sell the Registrable Securities included thereon in the manner described in such registration statement during the period of its effectiveness; provided, however, that the Holder arranges for delivery of a current prospectus to the transferee of the Registrable Securities.

(b) Notwithstanding the foregoing, or anything contained herein to the contrary, the Company may suspend offers and sales of Registrable Securities pursuant to such registration statement if in the good faith judgment of the Company’s Board of Directors, upon the advice of counsel, (i)(A)(I) such registration would be substantially contrary to the bests interests of the Company because (a) it would materially interfere with a material financing plan or other material transaction or negotiations relating thereto then pending, or (b) it would require the disclosure of any material nonpublic information prior to the time that such information would otherwise be disclosed or be required to be disclosed, if such early disclosure would be substantially contrary to the best interests of the Company, or (II) such registration statement contains or may contain an untrue statement of material fact or omits or may omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and (B) the Board of Directors concludes, as a result, that it is necessary and appropriate to defer the filing of such registration statement at such time, and (ii) the Company shall furnish to the Holder a certificate signed by the President or Chief Executive Officer of the Company stating the good faith judgment of the Board of Directors to such effect, then the Company shall have the right to defer such filing only for the period during which such filing would be substantially contrary to the best interests of the Company (a “Suspension”); provided, however, that the aggregate number of days included in such periods of Suspension shall not exceed ninety (90) days in any twelve (12) month period. In the event of any Suspension, the Holder shall discontinue disposition of Registrable Securities covered by the registration statement until copies of a supplemented or amended prospectus are distributed to the Holder or until the Holder is advised in writing by the Company that the use of the applicable prospectus may be resumed.

4. Expenses of Registration. All expenses incurred in connection with the registrations pursuant hereto (including, without limitation, all registration and filing fees, printing expenses, fees and disbursements of one counsel for the Company and reasonable fees and disbursements of counsel to the Holder, blue sky fees and expenses, and the expense of any special audits incident to or required by any such registration shall be borne by the Company other than expenses relating to (a) the compensation of regular employees of the Company, which shall be paid in any event by the Company, and (b) all underwriting discounts and selling commissions applicable to a sale of the Registrable Securities, which shall be borne by the Holder.

5. Indemnification.

(a) The Company shall indemnify the Holder, its officers, directors, employees, partners, affiliates, agents, representatives and legal counsel, and each person controlling (or deemed controlling) the Holder within the meaning of the Securities Act, (collectively, the “Holder’s Agents”) with respect to which registration, qualification or compliance has been effected pursuant to this Exhibit B, against all claims, losses, damages and liabilities (or actions in respect thereof), joint or several, arising out of or based on (i) any untrue statement (or alleged untrue statement) of a material fact contained in any prospectus, offering circular or other similar document or any amendments or supplements thereto (including any related registration statement and amendments or supplements thereto, notification or the like) incident to any such registration, qualification or compliance, (ii) any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances under which they were made, or (iii) any violation by the Company of the Securities Act, the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or any rule or regulation promulgated thereunder applicable to the Company in connection with any such registration, qualification or compliance, and shall reimburse the Holder, and the Holder’s Agents, for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, as incurred; provided, however, that the Company shall not be liable in any such case to the extent that any such claim, loss, damage, liability or expense arises out of or is based on any untrue statement or omission based upon written information furnished to the Company

by an instrument duly executed by such Holder and stated to be specifically for use therein or furnished in writing by such Holder to the Company in response to a request by the Company stating specifically that such information shall be used by the Company therein.

(b) The Holder shall indemnify the Company, its officers, directors, employees, affiliates, agents, representatives, legal counsel, independent accountant, and each person controlling the Company within the meaning of the Securities Act (collectively, the “Company’s Agents”), against all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based on (i) any untrue statement (or alleged untrue statement) of a material fact contained in any prospectus, offering circular or other similar document or any amendments or supplements thereto (including any related registration statements and any amendments or supplements thereto, notification and the like), or (ii) any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances under which they were made, and shall reimburse the Company and the Company’s Agents for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, as incurred; provided, however, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such prospectus, offering circular or other similar document or any amendments or supplements thereto (including any related registration statements and any amendments or supplements thereto, notification and the like) in reliance upon and in conformity with written information furnished in writing to the Company by an instrument duly executed by the Holder and stated to be specifically for use therein or furnished by the Holder to the Company in response to a request by the Company stating specifically that such information shall be used by the Company therein; provided, further, that the indemnity agreement provided in this Section 5(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the prior written consent of the Holder, which consent shall not be unreasonably withheld, unless such consent is obtained in accordance with Section 5(c) hereof. In no event shall the Holder’s indemnification obligation exceed the net proceeds received from its sale of Registrable Securities in such offering.

(c) Each party entitled to indemnification under this Section 5 (the “Indemnified Party”) shall give notice to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has received written notice of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom; provided, however, that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld). The Indemnified Party may participate in such defense at such party’s expense; provided, however, that the Indemnifying Party shall bear the expense of such defense of the Indemnified Party if representation of both parties by the same counsel would be inappropriate due to actual or potential conflicts of interest. The failure of any Indemnified Party to give notice within a reasonable period of time as provided herein shall relieve the Indemnifying Party of its obligations under this Section 5, but only to the extent that such failure to give notice shall materially adversely prejudice the Indemnifying Party in the defense of any such claim or any such litigation. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the written consent of each Indemnified Party (which shall not be unreasonably withheld), consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation.

(d) If the indemnification provided for in this Section 5 is held by a court of competent jurisdiction to be unavailable to an Indemnified Party with respect to any loss, liability, claim, damage or expense referred to therein, then the Indemnifying Party, in lieu of indemnifying such

Indemnified Party hereunder, shall contribute to the amount paid or payable by such Indemnified Party as a result of such loss, liability, claim, damage, or expense in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party on the one hand and of the Indemnified Party on the other in connection with the statements or omissions that resulted in such loss, liability, claim, damage or expense as well as any other relevant equitable considerations; provided, however, that in no event shall any contribution by an Holder under this Section 4 exceed the net proceeds from the offering received by such Holder. The relative fault of the Indemnifying Party and of the Indemnified Party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission to state a material fact relates to information supplied by the Indemnifying Party or by the Indemnified Party and the parties’ relative intent, knowledge, access to information, and opportunity to correct or prevent such statement or omission.

(e) The obligations of the Company and the Holder under this Section 5 shall survive the completion of any offering of the Registrable Securities in a registration statement pursuant to this Exhibit B, any investigation made by or on behalf of the Indemnified Party or any officer, director or controlling person of such Indemnified Party and shall survive the transfer of securities.

6. Information by the Holder. As a condition precedent to the obligations of the Company under this Exhibit B, the Holder shall furnish to the Company all such information and materials regarding the Holder and the distribution proposed by the Holder as the Company may reasonably request in writing in connection with any registration, qualification or compliance referred to herein. The Holder will promptly notify the Company in writing of any changes in the information set forth in the registration statement after it is prepared regarding the Holder or its plan of distribution to the extent required by applicable law.

7. Inclusion of Additional Securities. The Company may include additional Company securities in any registration pursuant hereto hereof for its own account and by other parties in amounts as determined by the Company’s Board of Directors, provided that any such inclusion does not (i) reduce the number of Registrable Securities (or other securities of the Holder) which are included in the registration statement filed pursuant to this Exhibit B or otherwise materially and adversely affect the rights of the Holder hereunder, or (ii) cause Form S-3 to be unavailable under the Securities Act for such registration due to the nature of the additional securities to be so included.

8. Allocation of Registration Opportunities. In connection with any offering involving an underwriting of shares of the Company’s capital stock pursuant hereto, the Company shall not be required to include any of the Registrable Securities in such underwriting unless the Holder accepts the terms of the underwriting as agreed upon between the Company and the underwriters selected by it, and then only in such quantity as the underwriters determine in good faith will not jeopardize the success of the offering. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the amount of securities that the underwriters determine in good faith is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including the Registrable Securities, which the underwriters determine in good faith will not jeopardize the success of the offering. In such an event and to the extent necessary to comply with the foregoing, the managing underwriter shall limit or exclude up to all of the securities of holders of capital stock of the Company as follows: (i) first, among securities requested to be included in such registration by any stockholder of the Company other than (A) the Holder or (B) any holders of Company securities with a contractual right to affirmatively require the Company to file a registration statement relating to such holders’ securities (each, a “Demand Right Holder”) (ii) second, among the Registrable Securities requested to be included in such registration by the Holder but in no event shall the amount of such Registrable Securities be reduced below twenty-five percent (25%) of total amount of securities included in such offering (calculated, for the purposes hereof, in the aggregate with

the securities held by the holder of any other Warrant, or portion thereof, issued pursuant to the Consulting Agreement); (iii) third, among the securities of the Company (i.e., primary shares); and (iv) fourth, among the securities of the Demand Right Holders, if any. For purposes of the preceding provisions concerning apportionment, for any Holder which is a partnership or corporation, the partners, retired partners and stockholders of such Holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single Holder for the purposes hereof, and any pro-rata reduction with respect to such Holder shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such Holder (as described herein).

9. Termination of Registration Rights. All rights and obligations provided for in this Exhibit B (except for in Section 5 hereof, which rights and obligations shall survive) shall terminate on the Effectiveness Termination Date.

Exhibit B-2 Restated Consulting Agreement

THE WARRANT REPRESENTED BY THIS CERTIFICATE HAS BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). SUCH WARRANT MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF REGISTRATION OR AN EXEMPTION THEREFROM. SEEC, INC. MAY REQUIRE AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO IT TO BE PROVIDED PRIOR TO SUCH SALE, TRANSFER, PLEDGE OR HYPOTHECATION THAT A PROPOSED SALE, TRANSFER, PLEDGE OR HYPOTHECATION IS IN COMPLIANCE WITH THE ACT.

Number: CS-00

, 2003

WARRANT TO PURCHASE COMMON STOCK

SEEC, INC.

THIS CERTIFIES THAT, for value received, KPCB HOLDINGS, INC., a California corporation, as nominee (the “Holder”), is entitled, upon the terms and subject to the conditions hereinafter set forth and at its sole and absolute discretion, to subscribe for and purchase from SEEC, INC., a Pennsylvania corporation with its principal executive offices at Park One West, Cliff Mine Road, Pittsburgh, PA 15275 (the “Company”), at any time during the period set forth in Section 1(d) hereof, the number of shares of preferred stock, par value $0.01 per share, of the Company (the “Common Stock”) set forth in Section 1(b) hereof at the exercise price set in Section 1(c) hereof. This warrant (as amended or otherwise modified from time to time, this “Warrant”) is issued in connection with that certain Amended and Restated Consulting Agreement dated as of August 14, 2003, by and between the Company and the Holder (as amended or otherwise modified from time to time, the “Consulting Agreement”).

1. Warrant Purchase Rights.

(a) Type of Stock. This Warrant shall be exercisable for shares of Common Stock (such shares, the “Warrant Stock”).

(b) Number of Shares. Subject to Section 5(a)(ii) hereof, the number of shares of Warrant Stock issuable upon exercise hereof shall be 500,000 shares, provided that the Company’s aggregate revenues for its fiscal year ending March 31, 2005 (the “FY 2005”), calculated in accordance with generally-accepted accounting principles and as set forth in the Company’s audited financial statements for the fiscal year ended March 31, 2005 included in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2005 to be filed with the Securities and Exchange Commission (the “SEC”) pursuant to the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), are at least $15,000,000.

(c) Exercise Price. The exercise price of the Warrant Stock (the “Exercise Price”) shall be $1.35 per share.

(d) Exercise Period. Subject to Section 1(b) and 5(a)(ii) hereof, this Warrant may be exercised at any time on or after April 1, 2005 until April 1, 2010 (such period, the “Exercise Period”).

2. Method of Exercise; Payment.

(a) Cash Exercise. Subject to the terms hereof, the purchase rights represented hereby may be exercised by the Holder in its sole and absolute discretion, in whole or in part, at any time during the Exercise Period, by the surrender of this Warrant (with a duly executed notice of exercise form (the “Notice of Exercise”) substantially in the form attached hereto as Exhibit A) at the principal executive offices of the Company, and by the payment to the Company of an amount equal to the Exercise Price multiplied by the number of shares of Warrant Stock being purchased, which amount may be paid, at the election of the Holder, by wire transfer of immediately available funds or certified check payable to the order of the Company. The person(s) in whose name any certificate representing the shares of Warrant Stock issuable upon exercise of this Warrant shall be deemed to have become the holder(s) of record of, and shall be treated for all purposes as the record holder of, the Warrant Stock represented thereby, and such shares of Warrant Stock shall be deemed to have been issued, immediately prior to the close of business on the date or dates upon which this Warrant is surrendered.

(b) Net Issue Exercise.

(i) Notwithstanding any provision herein to the contrary, if the fair market value of one share (or other unit) of Warrant Stock is greater than the Exercise Price, at the date of calculation as set forth below, in lieu of a cash exercise of this Warrant in accordance with Section 2(a) hereof, the Holder may elect to receive securities equal to the value (as determined below) of this Warrant, or the portion thereof being exercised, by surrender of this Warrant at the principal executive offices of the Company, together with the properly-endorsed Notice of Exercise, in which event the Company shall issue to the Holder a number of shares of Warrant Stock computed using the following formula:

	X	=	Y(A-B)
			A

Where	X	=	the number of shares of Warrant Stock to be issued to the Holder.

	Y	=	the number of shares of Warrant Stock requested to be exercised under this Warrant.

	A	=	the fair market value of one share (or other unit) of Warrant Stock (at the date of such calculation).

	B	=	the Exercise Price (as adjusted to the date of such calculation).

(ii) For purposes of this Section 2(b), the fair market value of one share (or other unit) of Warrant Stock shall be determined in good faith by the Company’s Board of Directors; provided, however, that where there exists a public market for shares of Common Stock at the time of such exercise, the fair market value per share shall be the product of (A) the average of the closing bid and asked prices of the Common Stock quoted in the Over-The-Counter Market Summary or the last reported sale price of the Common Stock or the closing price quoted on The Nasdaq National Market or on any exchange on which the Common Stock is listed, whichever is applicable, for the five trading days prior to the date of determination of fair market value, and (B) the number of shares of Common Stock into which each share of Warrant Stock is convertible at the time of such exercise.

(c) Stock Certificates. In the event of any exercise of the rights represented by this Warrant, certificates for the shares of Warrant Stock so purchased shall be delivered to the Holder as soon

as reasonably possible and, unless this Warrant has been fully exercised or has expired, a new Warrant on like terms representing the shares with respect to which this Warrant shall not have been exercised shall also be issued to the Holder within such time.

(d) No Fractional Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Warrant. In lieu of any fractional share to which the Holder would otherwise be entitled, the Company shall make a cash payment equal to the fair market value of one share of Warrant Stock multiplied by such fraction.

(e) No Impairment. The Company will not, by amendment of its certificate of incorporation or bylaws (the “Charter Documents”), or through reorganization, consolidation, merger, dissolution, issue or sale of securities, sale of assets or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the Holder against impairment. Notwithstanding the foregoing, the taking of any action by the Company for which an adjustment is made pursuant to Section 5 hereof and which does not constitute a breach of the other terms of this Warrant shall not be deemed to constitute a breach of the foregoing provisions or an impairment of this Warrant.

3. Due Authorization of Shares; Reservation of Shares. The Company hereby covenants and agrees that, during the term this Warrant is exercisable, the Company will reserve from its authorized and unissued shares a sufficient number of shares to provide for the issuance of the Warrant Stock upon exercise of this Warrant.

4. Rights of Stockholders. This Warrant does not entitle the Holder to any voting rights or other rights as a stockholder of the Company prior to the exercise hereof. Notwithstanding the foregoing, the Warrant Stock shall have the registration rights set forth on Exhibit B hereto, the terms and conditions of which are incorporated by reference herein. Such registration rights may be assigned by the Holder in connection with the transfer of all or any part of this Warrant in accordance herewith.

5. Adjustment.

(a) Merger or Reorganization.

(i) Organic Change. Prior to any recapitalization, reorganization, consolidation, merger or other similar transaction, which in each case is effected in such a way that the holders of the Company’s capital stock are entitled to receive (either directly or upon subsequent liquidation) stock, securities or assets with respect to or in exchange for such stock including, without limitation, a transaction described in Section 5(a)(ii) hereof (an “Organic Change”), the Company shall make appropriate provision, in form and substance reasonably satisfactory to the Holder, to insure that the Holder shall thereafter have the right to acquire and receive, in lieu of or in addition to, as the case may be, the Warrant Stock immediately theretofore issuable and receivable upon the exercise hereof, such shares of stock, securities or assets as may be issued or payable in connection with such Organic Change with respect to or in exchange for the number of shares of Warrant Stock immediately theretofore issuable and receivable upon exercise of this Warrant had such Organic Change not taken place.

(ii) Acceleration of Purchase Rights. In the event of a FY 2005 Change of Control (as defined herein), if the Company’s aggregate revenues (“Interim Period Actual Revenues”) for the interim period beginning April 1, 2004 and ending on the last day of the last full month immediately preceding the date of the FY 2005 Change of Control (the “Interim Period”) are equal to at least eighty percent (80%) or more of the budgeted revenues for the corresponding period of FY 2005 as set forth in

the FY 2005 Budget (as defined herein) (“the Interim Period Projected Revenues”), then all purchase rights granted hereunder shall automatically vest in full, and become immediately exercisable in full in accordance with the other terms hereof. For the purposes hereof, a “FY 2005 Change of Control” shall mean the reorganization, merger of consolidation of the Company, with or into another corporation or entity, or the sale, conveyance or encumbrance of all or substantially all of the assets of the Company (including, without limitation, the exclusive license of all or substantially all of the Company’s intellectual property), in a transaction or series of transactions, in which the Company’s stockholders immediately prior such transaction(s) own immediately after such transaction(s) less than fifty percent (50%) of the voting power of the surviving corporation, consummated on or after May 1, 2004, but prior to March 31, 2005.

(b) Split, Subdivision, Combination, Consolidation, Reclassification and the Like. If the Company, at any time while this Warrant, or any portion hereof, remains outstanding and unexpired by split, subdivision, combination, consolidation or reclassification of securities or otherwise, shall change the Warrant Stock into the same or a different number and kind of securities of any class or classes, this Warrant shall thereafter represent the right to acquire such number and kind of such securities as would have been issuable as the result of such change with respect to the Warrant Stock immediately prior to such subdivision, combination, consolidation, reclassification or other change, and the Exercise Price in respect of such securities shall be proportionately adjusted.

(c) Adjustments for Dividends in Stock or Other Securities or Property. If, while this Warrant, or any portion hereof, remains outstanding and unexpired, the holders of the securities as to which purchase rights under this Warrant exist at the time shall have received, or on or after the record date fixed for the determination of eligible stockholders, shall have become entitled to receive by way of dividend, without payment therefore, other or additional stock or other securities or property (other than cash) of the Company, then and in each case, this Warrant shall represent the right to acquire, in addition to the number of shares of the security receivable upon exercise of this Warrant, and without payment of any additional consideration therefor, the amount of such other or additional stock or other securities or property (other than cash) of the Company that such holder would hold on the date of such exercise had it been the holder of record of such security in respect of which the dividend shall have been or be payable on the date hereof and had thereafter, during the period from the date hereof to and including the date of such exercise, retained such shares and/or all other additional stock available by it as aforesaid during such period, giving effect to all adjustments called for during such period by the provisions of this Section 5.

(d) Certificate as to Adjustments. Upon the occurrence of each adjustment or readjustment pursuant to this Section 5, the Company shall compute such adjustment or readjustment in accordance with the terms of this Warrant and prepare a certificate setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based. The Company will cause copies of such certificate to be promptly delivered to the Holder.

6. Representations and Warranties.

(a) By the Company. The Company represents and warrants to the Holder as follows:

(i) this Warrant has been duly authorized and executed by the Company and is a valid and binding obligation of the Company enforceable in accordance with its terms, subject to laws of general application relating to bankruptcy, insolvency, moratorium, reorganization and the relief of debtors and the rules of law or principles at equity governing specific performance, injunctive relief and other equitable remedies (regardless of whether enforcement is sought in equity or at law);

(ii) all shares of Warrant Stock which may be issued upon the exercise of this Warrant will, upon issuance, be duly authorized, validly issued, fully paid and nonassessable and free from all taxes, liens and charges with respect to the issue thereof (other than taxes with respect to any transfer occurring contemporaneously with such issue to a person other than the Holder);

(iii) except for the filing of notices pursuant to federal and state securities laws, which filings will be effected by the time required thereby, the execution, delivery or performance of this Warrant by the Company, and the issuance of the shares of Warrant Stock upon exercise of this Warrant in accordance with the terms hereof shall not (A) conflict with or result in any breach of any provision of the Charter Documents, (B) require any material filing with, or permit, authorization, consent or approval of, any Federal, state or local governmental authority, (C) result in a material violation or breach of, or constitute (with or without due notice or the passage of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration or loss of any rights) under, any of the terms, conditions or provisions of any material indenture, mortgage, contract or other instrument of which the Company is a party or by which it is bound, or (D) violate any order, writ, injunction, decree, or any material statute, rule or regulation applicable to the Company or any of its material properties or assets; and

(iv) there are no actions, suits, audits, investigations or proceedings pending or, to the knowledge of the Company, threatened against the Company in any court or before any governmental commission, board or authority which, if adversely determined, will have a material adverse effect on the ability of the Company to perform its obligations under this Warrant.

(b) By the Holder. The Holder represents and warrants to the Company as follows:

(i) the Holder is aware of the Company’s business affairs and financial condition, and has acquired information about the Company sufficient to reach an informed and knowledgeable decision to acquire this Warrant.

(ii) the Holder is acquiring this Warrant for its own account as principal, for investment purposes only, and not with a present view to, or for, resale, distribution or fractionalization thereof, in whole or in part, within the meaning of the Securities Act of 1933, as amended (the “Securities Act”);

(iii) the Holder understands that its acquisition of this Warrant has not been registered under the Securities Act or registered or qualified under any state securities law in reliance on specific exemptions therefrom, which exemptions may depend upon, among other things, the bona fide nature of such Holder’s investment intent as expressed herein;

(iv) the Holder shall not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Warrant or the shares of Warrant Stock, except in compliance with the terms hereof and the registration requirements of the Securities Act, and the rules and regulations promulgated thereunder, or an exemption thereunder; and

(v) the Holder is an “accredited investor” as defined in Rule 501(A) under the Securities Act.

7. Transfer of Warrant.

(a) Warrant Register. The Company will maintain a register (the “Warrant Register”) containing the names and addresses of the Holder(s). Any Holder of this Warrant or a portion hereof may change its or his address as shown on the Warrant Register by written notice to the Company requesting such change. Any notice or written communication required or permitted to be given to the Holder may be delivered to such Holder as shown on the Warrant Register and at the address shown on the Warrant Register. Until notified of a transfer in accordance with the terms hereof, the Company may treat the Holder as shown on the Warrant Register as the absolute owner of this Warrant for all purposes, notwithstanding any notice to the contrary.

(b) Transferability of Warrant. The Holder further acknowledges and understands that this Warrant and the Warrant Stock may not be resold or otherwise transferred except in a transaction registered under the Securities Act or unless an exemption from such registration is available. The Holder understands that the Warrant and the certificate(s) evidencing the shares of Warrant Stock shall be imprinted with a legend as set forth in Section 9 hereof that prohibits the transfer of such securities unless (i) they are registered or such registration is not required, and (ii) if the transfer is pursuant to an exemption from registration under the Securities Act and, if the Company shall so request in writing, an opinion of counsel reasonably satisfactory to the Company is obtained to the effect that the transaction is so exempt. The requirements of subsection (ii) above shall not apply to any transfer of this Warrant (or the shares of Warrant Stock upon exercise thereof) or any part hereof to any affiliate of the Holder or such other person or entity as the Holder may determine; provided, however, that the transferee shall agree in writing to be bound by the terms of this Warrant as if the original Holder hereof. Any transfer, attempted transfer or other disposition in violation of this Section 7(b) shall be deemed null and void and be of no binding effect.

(c) Exchange of Warrant Upon Transfer. On surrender of this Warrant for exchange, subject to the provisions of this Warrant with respect to compliance with federal and state securities laws and with the limitations on transfers and assignments contained in this Section 7, the Company, at its expense, shall as soon as reasonably possible issue to the Holder a new warrant or warrants of like tenor, in the name of the Holder or as the Holder (on payment by the Holder of any applicable transfer taxes) may direct, for the number of securities issuable upon exercise hereof.

8. Loss, Theft, Destruction or Mutilation of Warrant. Upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Warrant, and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it and upon surrender and cancellation of this Warrant, if mutilated, the Company will make and deliver a new Warrant of like tenor and dated as of such cancellation, in lieu of this Warrant.

9. Legends. This Warrant and all Warrant Stock issued upon exercise hereof or any securities issued upon conversion thereof shall be stamped or imprinted with a legend in substantially the following form (in addition to any legend required by state securities laws):

10. Certain Covenants.

(a) Additional Compensation. With reference to the provision of the Services (as such term is defined in the Consulting Agreement) to the Company by the Consultant (as such term is defined therein), so long as the Company has not terminated the Consulting Agreement due to nonperformance by the Consultant, the Company shall request that its board of directors, subject to its fiduciary duties, give due consideration for providing additional compensation to the Holder, to the extent that the Company’s cash flows and liabilities for its initial quarters, other benefits and general integration exceed the levels anticipated as a result of the Consultant’s contribution. Such compensation would be in the form of cash or options on a number of shares. The exact value and number of options shall be determined by a committee of the Company’s board of directors, comprised of directors that are not appointees or related with the Holder, in its sole discretion. Nothing in this Section 10(a) shall provide any remedy to the Company in the event of the Consultant’s nonperformance under the Consulting Agreement except as expressly provided therein; which remedy, solely for the avoidance of doubt, shall be limited to the Company’s right, but without any obligation, to terminate the Consulting Agreement in accordance with Section 5 thereof. Further, nothing in this Section 10(a) shall provide any additional compensation right or remedy to the Holder in the event, in the opinion of such committee of the board, that the Company’s cash flows and liabilities for its initial quarters, other benefits and general integration do not exceed the levels anticipated as a result of the Consultant’s contribution; in such event, solely for the avoidance of doubt, this Warrant and the warrant appended as Exhibit B-3 to the Consulting Agreement, as amended (collectively, the “Performance Warrants”), shall be exercisable in accordance with their respective terms for the shares of Warrant Stock as provided therein and herein.

(b) Fiscal Year 2005 Budget. As soon as practicable following the execution of the Consulting Agreement, but in any event prior to September 15, 2003, the Company shall cause a special meeting of the Company’s board of directors to be held for the purpose of approving and adopting an annual budget for FY 2005 (“FY 2005 Budget”). The FY 2005 Budget will be prepared on a quarterly basis. The Company shall, within three (3) days of the adjournment of such special meeting, deliver to the Holder a copy of the FY 2005 Budget, together with a certification of the Company’s chief executive officer that the FY 2005 Budget has been duly authorized, approved, and adopted by the Company’s board of directors. For the purpose of any revenue calculation required under Section 5(a)(ii) hereof, (a) the FY 2005 Budget, as delivered to the Holder pursuant hereto, shall be unaffected by any subsequent revisions thereto (irrespective of the approval such revisions, if any, by the entire board of directors), and any such subsequent revisions shall not apply to the FY 2005 Budget for the purposes of the revenue calculations described herein, and (b) in the event that a FY 2005 Change of Control occurs prior to the end of any full fiscal quarter, the Interim Projected Revenues for such uncompleted fiscal quarter shall be calculated by multiplying (x) the Interim Projected Revenues for the full fiscal quarter at issue, as set forth in the FY 2005 Budget, by (y) a fraction, (I) the numerator of which is the number of completed months of such fiscal quarter, and (II) the denominator of which is 3.

11. Miscellaneous.

(a) Governing Law. This Warrant is made in accordance with and shall be construed under the laws of the State of Delaware, other than the conflicts of laws principles thereof.

(b) Successors and Assigns. The provisions hereof shall inure to the benefit of, and be binding upon, the successors, assigns, heirs, executors and administrators of the parties to this Agreement. Neither the Company nor the Holder may assign, except as expressly contemplated herein, any rights, obligations or benefits under this Warrant without the prior written consent of the other party.

(c) Entire Agreement. This Warrant, with the Consulting Agreement and the other schedules, exhibits and documents appended hereto and thereto, constitutes the full and entire understanding and agreement between the parties with regard to the subjects hereof and thereof.

(d) Notices. All notices and other communications required or permitted under this Warrant shall be given in writing and shall be mailed by registered or certified mail, postage prepaid, sent by confirmed facsimile or telecopy, or otherwise delivered by hand, overnight courier or by messenger, addressed (i) if to a Holder, at the Holder’s as shown on the Warrant Register, or (ii) if to the Company, one copy should be sent to its address set forth on the first page of this Warrant and addressed to the attention of the Chief Executive Officer, or at such other address as the Company shall have furnished to the Holder in accordance herewith of at least 10 days prior to the date of such notice, with a copy to Cohen & Grigsby, P.C., 11 Stanwix St., 15th Floor, Pittsburgh, PA 15222, Facsimile: 412.209.0672, Attention: Daniel L. Wessels. Each such notice of other communication shall be treated as effective or having been given when delivered if delivered personally, or if sent by mail, at the earlier of its receipt or seventy-two (72) hours after the same has been deposited in a regularly maintained receptacle for the deposit of the United States mail, addressed and mailed as set forth above.

(e) Amendment, Modification and Waiver. Any term of this Warrant may be amended and the observance of any term of this Warrant may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Company and the Holder. The failure by the parties to assert any right herein shall not be deemed to be a waiver thereof.

(f) Separability. Whenever possible, each provision of this Warrant shall be interpreted in such manner as to be valid, legal, and enforceable under all applicable laws and regulations. If, however, any provision of this Warrant shall be invalid, illegal, or unenforceable under any such law or regulation in any jurisdiction, it shall, as to such jurisdiction, be deemed modified to conform to the minimum requirements of such law or regulation, or, if for any reason it is not deemed so modified, it shall be invalid, illegal, or unenforceable only to the extent of such invalidity, illegality, or limitation on enforceability without affecting the remaining provisions of this Warrant, or the validity, legality, or enforceability of such provision in any other jurisdiction.

(g) Interpretation. When a reference is made in this Warrant to Exhibits or Schedules, such reference shall be to an Exhibit to this Warrant unless otherwise indicated. The words “include,” “includes” and “including” when used in this Warrant shall be deemed in each case to be followed by the words “without limitation.” The phrase “provided to,” “furnished to,” and terms of similar import in this Warrant shall mean that a paper copy of the information referred to has been furnished to the party to whom such information is to be provided. The word “revenues” shall mean revenues calculated in accordance with generally-accepted accounting principles. In this Warrant, the phrases “the date hereof,” “the date hereof”, and terms of similar import, unless the context otherwise requires, shall be deemed to refer to August 14, 2003. The headings contained in this Warrant are for reference purposes only and shall not affect in any way the meaning or interpretation of this Warrant.

(This space intentionally left blank)

IN WITNESS WHEREOF, the undersigned has caused this Warrant to be executed as of the date set forth above.

	SEEC, INC., a Pennsylvania corporation

	By:
	Name:
	Title:

EXHIBIT A

Notice of Exercise

TO: SEEC, Inc.

Park One West

Cliff Mine Road, Ste. 200

Pittsburgh, PA 15275

Attn: Chief Executive Officer

1. Cash Payment Option - Check this Box o

The undersigned hereby elects to purchase shares of Common Stock of SEEC, Inc. pursuant to the terms of this Warrant, and tenders herewith payment of the purchase price of such shares in full.

2. Net Issue Exercise Option - Check this Box o

The undersigned hereby elects to effect the net issue exercise provision of Section 2(b) of this Warrant and receive shares of Common Stock of SEEC, Inc., pursuant to the terms of this Warrant.

3. Please issue a certificate or certificates representing said shares of Common Stock in the name of the undersigned as specified below:

Name:

Address:


(Print Full Name)


(Sign Name)


(Print Title, if applicable)

Date:

EXHIBIT B

Registration Rights

(e) Notify as soon as reasonably practicable after the Company becomes aware the Holder at any time when a prospectus relating thereto is required to be delivered under the Securities Act

3. Selling Procedure.

(a) Following the date that the registration statement is declared effective by the SEC, the Holder shall be permitted, subject to the provisions hereof, to offer and sell the Registrable Securities included thereon in the manner described in such registration statement during the period of its effectiveness; provided, however, that the Holder arranges for delivery of a current prospectus to the transferee of the Registrable Securities.

(b) Notwithstanding the foregoing, or anything contained herein to the contrary, the Company may suspend offers and sales of Registrable Securities pursuant to such registration statement if in the good faith judgment of the Company’s Board of Directors, upon the advice of counsel, (i)(A)(I) such registration would be substantially contrary to the bests interests of the Company because (a) it would materially interfere with a material financing plan or other material transaction or negotiations relating thereto then pending, or (b) it would require the disclosure of any material non-public information prior to the time that such information would otherwise be disclosed or be required to be disclosed, if such early disclosure would be substantially contrary to the best interests of the Company, or (II) such registration statement contains or may contain an untrue statement of material fact or omits or may omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and (B) the Board of Directors concludes, as a result, that it is necessary and appropriate to defer the filing of such registration statement at such time, and (ii) the Company shall furnish to the Holder a certificate signed by the President or Chief Executive Officer of the Company stating the good faith judgment of the Board of Directors to such effect, then the Company shall have the right to defer such filing only for the period during which such filing would be substantially contrary to the best interests of the Company (a “Suspension”); provided, however, that the aggregate number of days included in such periods of Suspension shall not exceed ninety (90) days in any twelve (12) month period. In the event of any Suspension, the Holder shall discontinue disposition of Registrable Securities covered by the registration statement until copies of a supplemented or amended prospectus are distributed to the Holder or until the Holder is advised in writing by the Company that the use of the applicable prospectus may be resumed.

5. Indemnification.

written information furnished to the Company by an instrument duly executed by such Holder and stated to be specifically for use therein or furnished in writing by such Holder to the Company in response to a request by the Company stating specifically that such information shall be used by the Company therein.

8. Termination of Registration Rights. All rights and obligations provided for in this Exhibit B (except for in Section 5 hereof, which rights and obligations shall survive) shall terminate on the Effectiveness Termination Date.

Exhibit B-3 to Restated Consulting Agreement

Number: CS-00

, 2003

WARRANT TO PURCHASE COMMON STOCK

SEEC, INC.

THIS CERTIFIES THAT, for value received, KPCB HOLDINGS, INC., a California corporation, as nominee (the “Holder”), is entitled, upon the terms and subject to the conditions hereinafter set forth and at its sole and absolute discretion, to subscribe for and purchase from SEEC, INC., a Pennsylvania corporation with its principal executive offices at Park One West, Cliff Mine Road, Pittsburgh, PA 15275 (the “Company”), at any time during the period set forth in Section 1(d) hereof, the number of shares of preferred stock, par value $0.01 per share, of the Company (the “Common Stock”) set forth in Section 1(b) hereof at the exercise price set in Section 1(c) hereof. This warrant (as amended or otherwise modified from time to time, this “Warrant”) is issued in connection with that certain Amended and Restated Consulting Agreement dated as of August 14, 2003, by and between the Company and the Holder (as amended or otherwise modified from time to time, the “Consulting Agreement”).

1. Warrant Purchase Rights.

(a) Type of Stock. This Warrant shall be exercisable for shares of Common Stock (such shares, the “Warrant Stock”).

(b) Number of Shares. Subject to Section 5(a)(ii) hereof, the number of shares of Warrant Stock issuable upon exercise hereof shall be 1,000,000 shares (the “Maximum Warrant Shares”), provided that the Company’s aggregate revenues for its fiscal year 2005, calculated in accordance with generally-accepted accounting principles and as set forth in the Company’s audited financial statements for the fiscal year ended March 31, 2005 included in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2005 to be filed with the Securities and Exchange Commission (the “SEC”) pursuant to the Securities and Exchange Act of 1934, as amended (the “Exchange Act”) (such revenues, the “2005 Reported Revenues”), are at least $18,000,000. Notwithstanding the foregoing, in the event the 2005 Reported Revenues are less than $18,000,000 but greater than $15,000,000, the number of shares of Warrant Stock issuable upon exercise hereof shall be equal to the number obtained by multiplying (I) the Maximum Warrant Shares by (II) a fraction, (X) the numerator of which is equal to the difference between the 2005 Reported revenues and $15,000,000, if any, and (Y) the denominator is equal to 3,000,000.

(d) Exercise Period. Subject to Section 1(b) and 5(a)(ii) hereof, this Warrant may be exercised at any time on or after April 1, 2005 until April 1, 2010 (such period, the “Exercise Period”).

2. Method of Exercise; Payment.

(b) Net Issue Exercise.

(i) Notwithstanding any provision herein to the contrary, if the fair market value of one share (or other unit) of Warrant Stock is greater than the Exercise Price, at the date of calculation as set forth below, in lieu of a cash exercise of this Warrant in accordance with Section 2(a) hereof, the Holder may elect to receive securities equal to the value (as determined below) of this Warrant, or the portion thereof being exercised, by surrender of this Warrant at the principal executive offices of the Company, together with the properly-endorsed Notice of Exercise, in which event the Company shall issue to the Holder a number of shares of Warrant Stock computed using the following formula:

	X	=	Y(A-B)
			A

Where	X	=	the number of shares of Warrant Stock to be issued to the Holder.

	Y	=	the number of shares of Warrant Stock requested to be exercised under this Warrant.

	A	=	the fair market value of one share (or other unit) of Warrant Stock (at the date of such calculation).

	B	=	the Exercise Price (as adjusted to the date of such calculation).

(ii) For purposes of this Section 2(b), the fair market value of one share (or other unit) of Warrant Stock shall be determined in good faith by the Company’s Board of Directors; provided, however, that where there exists a public market for shares of Common Stock at the time of such exercise, the fair market value per share shall be the product of (A) the average of the closing bid and asked prices of the Common Stock quoted in the Over-The-Counter Market Summary or the last reported sale price of the Common Stock or the closing price quoted on The Nasdaq National Market or on any exchange on which the Common Stock is listed, whichever is applicable, for the five trading days

prior to the date of determination of fair market value, and (B) the number of shares of Common Stock into which each share of Warrant Stock is convertible at the time of such exercise.

5. Adjustment.

(a) Merger or Reorganization.

(i) Organic Change. Prior to any recapitalization, reorganization, consolidation, merger or other similar transaction, which in each case is effected in such a way that the holders of the Company’s capital stock are entitled to receive (either directly or upon subsequent liquidation) stock, securities or assets with respect to or in exchange for such stock including, without limitation, a transaction described in Section 5(a)(ii) hereof (an “Organic Change”), the Company shall make appropriate provision, in form and substance reasonably satisfactory to the Holder, to insure that the Holder shall thereafter have the right to acquire and receive, in lieu of or in addition to, as the case may be, the Warrant Stock immediately theretofore issuable and receivable upon the exercise hereof, such shares of stock, securities or assets as may be issued or payable in connection with such Organic Change with respect to or in exchange for the number of shares of Warrant Stock immediately theretofore issuable and receivable upon exercise of this Warrant had such Organic Change not taken place.

(ii) Acceleration of Purchase Rights. In the event of a FY 2005 Change of Control (as defined herein), if the Company’s aggregate revenues (“Interim Period Actual Revenues”) for the interim period beginning April 1, 2004 and ending on the last day of the last full month immediately preceding the date of the FY 2005 Change of Control (the “Interim Period”) are equal to at least eighty percent (80%) or more of the budgeted revenues for the corresponding period of FY 2005 as set forth in the FY 2005 Budget (as defined herein) (“the Interim Period Projected Revenues”), then all purchase rights granted hereunder shall automatically vest in full, and become immediately exercisable in full in accordance with the other terms hereof. For the purposes hereof, a “FY 2005 Change of Control” shall mean the reorganization, merger of consolidation of the Company, with or into another corporation or entity, or the sale, conveyance or encumbrance of all or substantially all of the assets of the Company (including, without limitation, the exclusive license of all or substantially all of the Company’s intellectual property), in a transaction or series of transactions, in which the Company’s stockholders immediately prior such transaction(s) own immediately after such transaction(s) less than fifty percent (50%) of the voting power of the surviving corporation, consummated on or after May 1, 2004, but prior to March 31, 2005.

(d) Certificate as to Adjustments. Upon the occurrence of each adjustment or readjustment pursuant to this Section 5, the Company shall compute such adjustment or readjustment in accordance with the terms of this Warrant and prepare a certificate setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based. The Company will cause copies of such certificate to be promptly delivered to the Holder.

6. Representations and Warranties.

(a) By the Company. The Company represents and warrants to the Holder as follows:

(b) By the Holder. The Holder represents and warrants to the Company as follows:

(iii) the Holder understands that its acquisition of this Warrant has not been registered under the Securities Act or registered or qualified under any state securities law in reliance on specific exemptions therefrom, which exemptions may depend upon, among other things, the bona fide nature of such Holder’s investment intent as expressed herein;

(v) the Holder is an “accredited investor” as defined in Rule 501(A) under the Securities Act.

7. Transfer of Warrant.

EXEMPTION THEREFROM. SEEC, INC. MAY REQUIRE AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO IT PRIOR TO SUCH SALE, TRANSFER, PLEDGE OR HYPOTHECATION THAT A PROPOSED SALE, TRANSFER, PLEDGE OR HYPOTHECATION IS IN COMPLIANCE WITH THE ACT.

10. Certain Covenants.

(a) Additional Compensation. With reference to the provision of the Services (as such term is defined in the Consulting Agreement) to the Company by the Consultant (as such term is defined therein), so long as the Company has not terminated the Consulting Agreement due to nonperformance by the Consultant, the Company shall request that its board of directors, subject to its fiduciary duties, give due consideration for providing additional compensation to the Holder, to the extent that the Company’s cash flows and liabilities for its initial quarters, other benefits and general integration exceed the levels anticipated as a result of the Consultant’s contribution. Such compensation would be in the form of cash or options on a number of shares. The exact value and number of options shall be determined by a committee of the Company’s board of directors, comprised of directors that are not appointees or related with the Holder, in its sole discretion. Nothing in this Section 10(a) shall provide any remedy to the Company in the event of the Consultant’s nonperformance under the Consulting Agreement except as expressly provided therein; which remedy, solely for the avoidance of doubt, shall be limited to the Company’s right, but without any obligation, to terminate the Consulting Agreement in accordance with Section 5 thereof. Further, nothing in this Section 10(a) shall provide any additional compensation right or remedy to the Holder in the event, in the opinion of such committee of the board, that the Company’s cash flows and liabilities for its initial quarters, other benefits and general integration do not exceed the levels anticipated as a result of the Consultant’s contribution; in such event, solely for the avoidance of doubt, this Warrant and the warrant appended as Exhibit B-2 to the Consulting Agreement, as amended (collectively, the “Performance Warrants”), shall be exercisable in accordance with their respective terms for the shares of Warrant Stock as provided therein and herein.

(b) Fiscal Year 2005 Budget. As soon as practicable following the execution of the Consulting Agreement, but in any event prior to September 15, 2003, the Company shall cause a special meeting of the Company’s board of directors to be held for the purpose of approving and adopting an annual budget for FY 2005 (“FY 2005 Budget”). The FY 2005 Budget will be prepared on a quarterly basis. The Company shall, within three (3) days of the adjournment of such special meeting, deliver to the Holder a copy of the FY 2005 Budget, together with a certification of the Company’s chief executive officer that the FY 2005 Budget has been duly authorized, approved, and adopted by the Company’s board of directors. For the purpose of any revenue calculation required under Section 5(a)(ii) hereof, (a) the FY 2005 Budget, as delivered to the Holder pursuant hereto, shall be unaffected by any subsequent revisions thereto (irrespective of the approval such revisions, if any, by the entire board of directors), and any such subsequent revisions shall not apply to the FY 2005 Budget for the purposes of the revenue calculations described herein, and (b) in the event that a FY 2005 Change of Control occurs prior to the end of any full fiscal quarter, the Interim Projected Revenues for such uncompleted fiscal quarter shall be calculated by multiplying (x) the Interim Projected Revenues for the full fiscal quarter at issue, as set forth in the FY 2005 Budget, by (y) a fraction, (I) the numerator of which is the number of completed months of such fiscal quarter, and (II) the denominator of which is 3.

11. Miscellaneous.

(a) Governing Law. This Warrant is made in accordance with and shall be construed under the laws of the State of Delaware, other than the conflicts of laws principles thereof.

(f) Separability. Whenever possible, each provision of this Warrant shall be interpreted in such manner as to be valid, legal, and enforceable under all applicable laws and regulations. If, however, any provision of this Warrant shall be invalid, illegal, or unenforceable under any such law or regulation in any jurisdiction, it shall, as to such jurisdiction, be deemed modified to conform to the minimum requirements of such law or regulation, or, if for any reason it is not deemed so modified, it shall be invalid, illegal, or unenforceable only to the extent of such invalidity, illegality, or limitation on enforceability without affecting the remaining provisions of this Warrant, or the validity, legality, or enforceability of such provision in any other jurisdiction.

(g) Interpretation. When a reference is made in this Warrant to Exhibits or Schedules, such reference shall be to an Exhibit to this Warrant unless otherwise indicated. The words “include,” “includes” and “including” when used in this Warrant shall be deemed in each case to be followed by the words “without limitation.” The phrase “provided to,” “furnished to,” and terms of similar import in this Warrant shall mean that a paper copy of the information referred to has been furnished to the party to whom such information is to be provided. The word “revenues” shall mean revenues calculated in accordance with generally-accepted accounting principles. In this Warrant, the phrases “the date hereof,” “the date hereof”, and terms of similar import, unless the context otherwise requires, shall be deemed to refer to August 14, 2003. The headings contained in this Warrant are for reference purposes only and shall not affect in any way the meaning or interpretation of this Warrant.

(This space intentionally left blank)

IN WITNESS WHEREOF, the undersigned has caused this Warrant to be executed as of the date set forth above.

	SEEC, INC., a Pennsylvania corporation


	By:
	Name:
	Title:

EXHIBIT A

Notice of Exercise

TO: SEEC, Inc.

Park One West

Cliff Mine Road, Ste. 200

Pittsburgh, PA 15275

Attn: Chief Executive Officer

1. Cash Payment Option - Check this Box o

The undersigned hereby elects to purchase shares of Common Stock of SEEC, Inc. pursuant to the terms of this Warrant, and tenders herewith payment of the purchase price of such shares in full.

2. Net Issue Exercise Option - Check this Box o

The undersigned hereby elects to effect the net issue exercise provision of Section 2(b) of this Warrant and receive shares of Common Stock of SEEC, Inc., pursuant to the terms of this Warrant.

3. Please issue a certificate or certificates representing said shares of Common Stock in the name of the undersigned as specified below:

Name:

Address:


(Print Full Name)


(Sign Name)


(Print Title, if applicable)

Date:

EXHIBIT B

Registration Rights

(e) Notify as soon as reasonably practicable after the Company becomes aware the Holder at any time when a prospectus relating thereto is required to be delivered under the Securities Act

3. Selling Procedure.

(b) Notwithstanding the foregoing, or anything contained herein to the contrary, the Company may suspend offers and sales of Registrable Securities pursuant to such registration statement if in the good faith judgment of the Company’s Board of Directors, upon the advice of counsel, (i)(A)(I) such registration would be substantially contrary to the bests interests of the Company because (a) it would materially interfere with a material financing plan or other material transaction or negotiations relating thereto then pending, or (b) it would require the disclosure of any material non-public information prior to the time that such information would otherwise be disclosed or be required to be disclosed, if such early disclosure would be substantially contrary to the best interests of the Company, or (II) such registration statement contains or may contain an untrue statement of material fact or omits or may omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and (B) the Board of Directors concludes, as a result, that it is necessary and appropriate to defer the filing of such registration statement at such time, and (ii) the Company shall furnish to the Holder a certificate signed by the President or Chief Executive Officer of the Company stating the good faith judgment of the Board of Directors to such effect, then the Company shall have the right to defer such filing only for the period during which such filing would be substantially contrary to the best interests of the Company (a “Suspension”); provided, however, that the aggregate number of days included in such periods of Suspension shall not exceed ninety (90) days in any twelve (12) month period. In the event of any Suspension, the Holder shall discontinue disposition of Registrable Securities covered by the registration statement until copies of a supplemented or amended prospectus are distributed to the Holder or until the Holder is advised in writing by the Company that the use of the applicable prospectus may be resumed.

5. Indemnification.

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13D-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13D-2(a)

Under the Securities Exchange Act of 1934 (Amendment No. 1)*

SIGNATURES

Section 1. Certain Consents of Bridge Lenders.

Section 2. Agreement to Convert Bridge Indebtedness.

(a) Bridge Note Conversion. The Collateral Agent, with the consent of the Majority Lenders, Asera and the Buyer hereby amend each Bridge Note in the manner described in, and so as to effect the transactions contemplated by, this Section 2(a).

(i) Subject to the foregoing provisions and the satisfaction (or waiver) of all of the conditions precedent set forth in Sections 2(a)(ii) and (iii) herein, the following shall occur (the “Bridge Conversion”):

(B) The issuance of the Conversion Shares and the payment of the Interest Payments in accordance with Section 2(a)(i)(A) and the Participation Payment (as

defined herein) in accordance with Section 2(a)(i)(E) shall be in satisfaction in full of any and all of the debtor’s repayment obligations under the Transaction Documents.

(ii) The obligations of the Bridge Lenders to effectuate the Bridge Conversion shall occur upon the satisfaction or waiver of the following conditions:

(A) the Closing shall have occurred under the Asset Purchase Agreement in form and substance satisfactory to the Majority Lenders;

(D) the Certificate of Designation shall have been filed with the Secretary of State of Pennsylvania and shall be in full force and effect;

(F) the Collateral Agent, on behalf of the Bridge Lenders, shall have received from Cohen & Grigsby, P.C., counsel to the Buyer, an opinion letter addressed to the Bridge Lenders in the form attached hereto as Exhibit C;

(iii) The obligations of the Buyer to effectuate the Bridge Conversion shall occur upon the satisfaction or waiver of the following conditions:

(A) the Closing shall have occurred under the Asset Purchase Agreement in form and substance satisfactory to the Majority Lenders;

(D) the Buyer shall have received from each Bridge Lender an executed Representation Statement in the form attached hereto as Exhibit D (the “Representation Statement”).

(c) Registration Rights.

(i) Certain Definitions. For the purposes hereof, the following definitions shall apply:

(A) “Affiliate” shall have the meaning set forth in Rule 12b-2 of the rules and regulations under the Exchange Act.

(ii) Shelf Registration.

(iii) Selling Procedure.

(v) Registration Procedures. Subject to the provisions hereof, and until the Effectiveness Termination Date, the Buyer shall take the following actions:

(A) Prepare and file with the SEC the Registration Statement in accordance herewith;

information provided by the Bridge Lenders, the Buyer shall not be obligated to amend the Registration Statement until the Buyer has received such corrected information from the Bridge Lenders and has had a reasonable opportunity to amend or supplement such Registration Statement or prospectus;

(G) Cause all such Registrable Securities registered hereunder to be listed or included on each securities exchange or automated quotation system on which similar securities issued by the Buyer are then listed or included; and

(H) Provide a transfer agent and registrar for all Registrable Securities registered hereunder and a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registration.

(vi) Indemnification.

(ix) Termination of Registration Rights. All rights and obligations provided for in this Section 2(c) (except for in Section 2(c)(vi), which rights and obligations shall survive) shall terminate on the Effectiveness Termination Date.

Section 4. Meeting; Proxy.

Section 5. Indemnification.

(a) Damages relating to the Proxy Statement.

(iii) Each party entitled to indemnification under this Section 5(a) (the “Indemnified Proxy Party”) shall give notice to the party required to provide indemnification (the “Indemnifying Proxy Party”) promptly after such Indemnified Proxy Party has received written notice of

(v) The obligations of the parties under this Section 5(a) shall survive the Shareholders’ Meeting and any investigation made by or on behalf of the Indemnified Proxy Party or its Agents.

Section 6. Legends.

(a) The certificates evidencing the Series A Preferred Stock, and the shares of Common Stock issuable upon conversion thereof, shall bear the following legends:

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13D-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13D-2(a)

Under the Securities Exchange Act of 1934
(Amendment No. 1)*