Amendment to Notes



 Exhibit 4.1 
 Amendment to Notes 
 This Amendment to
Notes (this “Amendment”) is made and entered into this 5th day of March, 2007, by and among
Critical Path, Inc., a California corporation (the “Company”) and certain of the holders of the Company’s promissory notes listed on Schedule A to this Amendment (the “Notes”). The Company and the
undersigned Holders are collectively referred to as the “Parties,” and each individually as a “Party.” 
 WHEREAS, on December 29, 2004, the Company and the Holders entered into that certain Note and Warrant Purchase Agreement (the “Agreement”); 
 WHEREAS, on December 30, 2004, pursuant to the Agreement, the Company issued Notes in the aggregate principal amount of $11,000,000; 
 WHEREAS, on March 29, 2005, pursuant to the Agreement, the Company issued Notes in the aggregate principal amount of $7,000,000; 
 WHEREAS, the Company and each of the undersigned Holders desire to extend the Maturity Date of the Notes to June 30, 2008 and have therefore agreed to amend the Notes as herein contemplated. 
 NOW, THEREFORE, in consideration of the premises contained herein and for other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the Parties agree as follows: 
  

	 	1.	Maturity Date. The Company and the undersigned Holders agree that the second sentence of the introductory paragraph of each Note shall be stricken and replaced with the
following: 

 “The outstanding principal amount hereof and all accrued and unpaid interest hereon, as set forth below,
shall be due and payable on the earlier to occur of (i) June 30, 2008, (ii) when declared due and payable by the Holder upon the occurrence of an Event of Default or (iii) a Change in Control (the earliest of the events set forth
in items (i)-(iii) immediately above, the “Maturity Date).” 
  

	 	2.	Notices. Any notice, request or other communication required or permitted hereunder shall be in writing and shall be deemed to have been duly given if personally delivered or
if sent by nationally recognized courier service or mailed by registered or certified mail, postage prepaid, to the respective addresses of the Parties as set forth on the signature pages of each Note or if sent by facsimile to the respective
facsimile numbers of the Parties set forth on the signature pages of each Note. Any party hereto may by notice so given change its address for future notice hereunder. Notice shall conclusively be deemed to have been given and received when
personally delivered or three (3) business days after deposited in the mail or one business day after sent by courier or upon confirmation of facsimile delivery in the manner set forth above. 









	 	3.	Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of New York, excluding that body of law relating to conflict of
laws. 

  

	 	4.	Severability. Any provision of this Amendment that is prohibited or unenforceable in a jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such
prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.


  

	 	5.	Counterparts. This Amendment may be signed in one or more counterparts, each of which shall be deemed an original and all of which shall constitute one and the same
instrument. 

  

	 	6.	Authorization. By its execution below, each Party represents that it has the authority to execute this Amendment and to bind the Party on whose behalf such execution is made.


  

	 	7.	Ratifications. Except as amended hereby, all terms of the Agreement remain in full force and effect. In the event that any provision of this Amendment shall conflict with the
terms of the Agreement, the terms of this Amendment shall govern and control. By executing a counterpart of this Amendment, the Company hereby consents to the terms of this Amendment and confirms the Agreement remains in full force and effect.


  

	 	8.	Definitions. Terms not otherwise defined herein shall have the meanings ascribed to them in the Notes. 

 [the remainder of this page intentionally left blank] 







 IN WITNESS WHEREOF, this Amendment to Notes has been duly executed by the undersigned as of March 5,
2007. 
  

			
	 COMPANY:

	
	 CRITICAL PATH, INC.,
 a California corporation

		
	 By:
	 	 /s/ Mark J. Ferrer

	Name:	 	Mark J. Ferrer
	Title:	 	Chief Executive Officer and Chairman


 [Signature Page to Amendment to Notes] 








			
	HOLDERS:
	
	GENERAL ATLANTIC PARTNERS 74, L.P.
	 By:
	 	 General Atlantic LLC,
 its general
partner

		
	 By:
	 	 /s/ Matthew Nimetz

	Name:	 	Matthew Nimetz
	Title:	 	Managing Director
	
	GAPSTAR, LLC
	 By:
	 	 General Atlantic LLC,
 its sole
member

		
	 By:
	 	 /s/ Matthew Nimetz

	Name:	 	Matthew Nimetz
	Title:	 	Managing Director
	
	GAP COINVESTMENT PARTNERS II, L.P.
		
	 By:
	 	 /s/ Matthew Nimetz

	Name:	 	Matthew Nimetz
	Title:	 	A General Partner
	
	GAPCO GMBH & CO. KG
	 By:
	 	 GAPCO Management GmbH,
 its general
partner

		
	 By:
	 	 /s/ Matthew Nimetz

	Name:	 	Matthew Nimetz
	Title:	 	Managing Director


 [Signature Page to Amendment to Notes] 








					
	CAMPINA ENTERPRISES LIMITED
		
	By:	 	 /s/ Ip Tak Chuen, Edmond

	Name:	 	Ip Tak Chuen, Edmond
	Title:	 	Director
	Date:	 	28 February 2007


 [Signature Page to Amendment to Notes] 








					
	RICHMOND III, LLC
		
	By:	 	 /s/ Peter B. Kellner

	Name:	 	Peter B. Kellner
	Title:	 	Managing Member of Richmond Management, LLC for Richmond III, LLC


 [Signature Page to Amendment to Notes] 







 Schedule A 
 Notes 
  

	1.	Critical Path, Inc. Promissory Note in the amount of $4,146,663.81 issued to General Atlantic Partners 74,L.P. on December 30, 2004. 

  

	2.	Critical Path, Inc. Promissory Note in the amount of $321,256.48 issued to GAPStar, LLC on December 30, 2004. 

  

	3.	Critical Path, Inc. Promissory Note in the amount of $523,982.98 issued to GAP Coinvestment Partners II, L.P. on December 30, 2004. 

  

	4.	Critical Path, Inc. Promissory Note in the amount of $8,096.73 issued to GAPCO GmbH & Co. KG on December 30, 2004. 

  

	5.	Critical Path, Inc. Promissory Note in the amount of $5,000,000 issued to Campina Enterprises Limited on December 30, 2004. 

  

	6.	Critical Path, Inc. Promissory Note in the amount of $1,000,000 issued to Richmond III, LLC on December 30, 2004. 

  

	7.	Critical Path, Inc. Promissory Note in the amount of $2,695,331.48 issued to General Atlantic Partners 74, L.P. on March 29, 2005. 

  

	8.	Critical Path, Inc. Promissory Note in the amount of $208,816.71 issued to GAPStar, LLC on March 29, 2005. 

  

	9.	Critical Path, Inc. Promissory Note in the amount of $340,588.94 issued to GAP Coinvestment Partners II, L.P. on March 29, 2005. 

  

	10.	Critical Path, Inc. Promissory Note in the amount of $5,262.87 issued to GAPCO GmbH & Co. KG on March 29, 2005. 

  

	11.	Critical Path, Inc. Promissory Note in the amount of $3,250,000 issued to Campina Enterprises Limited on March 29, 2005. 

  

	12.	Critical Path, Inc. Promissory Note in the amount of $500,000 issued to Richmond III, LLC on March 29, 2005.