EXHIBIT 99.1.8
SYBARI SOFTWARE INC.
000 Xxxxxxxxx Xxxx
Xxxx Xxxxxxxxx, Xxx Xxxx 00000
May 13, 2004
To the Holders of Series A Redeemable Preferred Stock and Series B Convertible
Redeemable Preferred Stock of Sybari Software Inc.:
We refer you to the Securities Purchase and Redemption Agreement, dated as
of March 30, 2001 (the "Agreement"), by and among Sybari Software, Inc., a
Delaware corporation (the "Company"), each of Xxxxxx X. Xxxxxxx, Xxxxxx Xxxxxx,
Xxxxxxx X. Xxxxxxxx and Xxxxxxx XxxxXxxxxxx (each a "Principal Shareholder," and
collectively the "Principal Shareholders") and the purchasers named in Schedule
1.1 of the Agreement (the "Investors"), as amended by that certain letter
agreement, dated as of May 25, 2001, by and among the Company, the Principal
Shareholders and the Investors, as further amended by that certain Amendment to
Securities Purchase and Redemption Agreement and Subordinated Debentures, dated
as of May 29, 2002, by and among the Company, the Principal Shareholders and the
Investors, as further amended by that certain Amendment to Securities Purchase
and Redemption Agreement, dated as of June 16, 2003, by and among the Company,
the Principal Shareholders and the Investors, as further amended by that certain
Amendment to Securities Purchase and Redemption Agreement and Subordinated
Debentures, dated as of December 23, 2003, by and among the Company, the
Principal Shareholders and the Investors, and as further amended by that certain
letter agreement, dated as of April 21, 2004, by and among the Company, the
Principal Shareholders and the Investors. Capitalized terms used but not
otherwise defined herein shall have the meaning given to such terms in the
Agreement.
BACKGROUND
WHEREAS:
A. The Company is currently in the process of seeking to consummate an
initial public offering of its equity securities (an "IPO");
B. In furtherance of the foregoing, (i) the Principal Shareholders and the
Investors desire that the Company take such actions as will allow for an
expeditious consummation of an IPO, and (ii) the Investors have advised the
Company that the Company will no longer be required to furnish certain reports
to the Investors which are required to be delivered by the Company to the
Investors pursuant to Section 3.1 of the Agreement; and
C. The Company, the Principal Shareholders and the Investors desire to
clarify the scope of the Company's obligations under Section 3.1 of the
Agreement.
Accordingly, in consideration of the promises and the mutual agreements
set forth herein, the parties hereto hereby agree as follows:
FIRST: Each of the parties hereto hereby agrees that, effective November 1, 2003
and until June 30, 2005, the Company shall not be required to deliver any of the
reports contemplated by Sections 3.1(a), (b), (c), (d), (e) and (f) of the
Agreement. The failure of the Company to so deliver the reports contemplated by
Sections 3.1(a), (b), (c), (d), (e) and (f) of the Agreement shall not be deemed
to be a breach of the Company's obligation in respect of the same for purposes
of the Agreement and each of the Related Agreements.
SECOND: Except as amended by this letter agreement, it is expressly acknowledged
and understood that this letter agreement shall not be construed to alter any
other provisions in the Agreement or any of the Related Agreements and the
Agreement and each of the Related Agreements shall remain in full force and
effect from and after the date hereof.
THIRD: This letter agreement may be executed in multiple counterparts, each of
which shall constitute an original but all of which together shall constitute
but one and the same instrument. One or more copies of this letter agreement may
be delivered via telecopier, with the intention that they shall have the same
effect as an original counterpart hereof.
[Remainder of Page Intentionally Left Blank]
IN WITNESS WHEREOF, the parties have caused this letter agreement to be
executed in the name and on behalf of the parties hereto as of the date first
above written.
COMPANY:
SYBARI SOFTWARE, INC.
By: /s/ XXXXXX X. XXXXXXX
---------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: President
PRINCIPAL SHAREHOLDERS:
/s/ XXXXXX X. XXXXXXX
---------------------------------------
Xxxxxx X. Xxxxxxx
/s/ XXXXXX XXXXXX
---------------------------------------
Xxxxxx Xxxxxx
/s/ XXXXXXX X. XXXXXXXX
-------------------------------------------
Xxxxxxx X. Xxxxxxxx
/s/ XXXXXXX X. XXXXXXXXXXX
-------------------------------------------
Xxxxxxx X. XxxxXxxxxxx
INVESTORS:
Summit Ventures V, L.P.
By: Summit Partners V, L.P.
Its General Partner
By: Summit Partners, LLC
Its General Partner
By: /s/ XXX XXXXXXX
-------------------------------
Member
Summit V Companion Fund, L.P.
By: Summit Partners V, L.P.
Its General Partner
By: Summit Partners, LLC
Its General Partner
By: /s/ XXX XXXXXXX
-------------------------------
Member
Summit V Advisors Fund, L.P.
By: Summit Partners, LLC
Its General Partner
By: /s/ XXX XXXXXXX
-----------------------------------
Member
Summit V Advisors Fund (QP), L.P.
By: Summit Partners, LLC
Its General Partner
By: /s/ XXX XXXXXXX
-----------------------------------
Member
Summit Subordinated Debt Fund II, L.P.
By: Summit Partners SD II, LLC
Its General Partner
By: /s/ XXX XXXXXXX
-----------------------------------
Member
Summit Investors III, L.P.
By: /s/ XXX XXXXXXX
---------------------------------------
General Partner
