EXHIBIT 99.1.2
SYBARI SOFTWARE, INC.
000 Xxxxxxxxx Xxxx
Xxxx Xxxxxxxxx, Xxx Xxxx 00000
May 25, 2001
To the Holders of Series A Redeemable Preferred Stock and Series B Convertible
Redeemable Preferred Stock of Sybari Software, Inc.:
We refer you to (i) the Securities Purchase and Redemption Agreement,
dated as of March 30, 2001 (the "Agreement"), by and among Sybari Software, Inc.
(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"), (ii) the Shareholders' Agreement, dated as of March
30, 2001 (the "Shareholders' Agreement"), by and among the Company, the
Principal Shareholders, the Investors, and certain other holders of common
stock, par value $0.01 per share (the "Common Stock"), of the Company and (iii)
the Redemption Agreement, dated as of March 30, 2001 (the "Redemption
Agreement"), by and among the Company and the Investors. Capitalized terms used
but not otherwise defined herein shall have the meaning given to such terms in
the Agreement.
The Company and each of the Principal Shareholders hereby agree with you
as follows:
FIRST: Article XI of the Agreement shall be amended by deleting the definition
of the term "Liquidity Event" in its entirety and substituting in lieu thereof
the following:
"Liquidity Event" means any one (1) or more of the following: (i)
the liquidation, dissolution, or winding-up of the Company, whether
voluntary or involuntary; (ii) a sale, merger, or similar transaction
involving the Company, as the result of which those Persons who held 100%
of the voting stock of the Company immediately prior to such transaction
do not hold more than 50% of the voting stock of the Company (or the
surviving or resulting entity) after giving effect to such transaction;
(iii) the sale of all or substantially all of the assets of the Company;
or (iv) the consummation of the first public offering of securities of the
Company pursuant to a registration statement filed and declared effective
under the Act, pursuant to which (A) the aggregate public offering price
of the shares sold by the Company equals or exceeds $50,000,000, (B) the
price per share of Common Stock equals or exceeds at least three (3) times
the original purchase price of the Series B Preferred Stock (which amount
shall be subject to equitable adjustments whenever there shall occur a
stock split, combination, reclassification or other similar event
involving the Common Stock or the Series B
Preferred Stock) and (C) all of the Series A Preferred Stock has been
redeemed and all amounts due and owing under the Debentures have been paid
in full.
SECOND: The Shareholders' Agreement shall be amended by deleting the last
sentence of Section 9 in its entirety and substituting in lieu thereof the
following:
A "Qualified Public Offering" means the first public offering of
securities of the Company pursuant to a registration statement filed and
declared effective under the Securities Act of 1933, as amended (the
"Act"), pursuant to which (A) the aggregate public offering price of the
shares sold by the Company equals or exceeds $50,000,000, (B) the price
per share of Common Stock equals or exceeds at least three (3) times the
original purchase price of the Series B Preferred Stock (which amount
shall be subject to equitable adjustments whenever there shall occur a
stock split, combination, reclassification or other similar event
involving the Common Stock or the Series B Preferred Stock) and (C) all of
the Series A Preferred Stock has been redeemed and all amounts due and
owing under the Debentures have been paid in full.
THIRD: The Redemption Agreement shall be amended by deleting the last sentence
of Section 1 in its entirety and substituting in lieu thereof the following:
For the purposes of this Redemption Agreement, the term "Liquidity
Event" means any one (1) or more of the following: (i) the liquidation,
dissolution, or winding-up of the Company, whether voluntary or
involuntary; (ii) a sale, merger, or similar transaction involving the
Company, as the result of which those Persons who held 100% of the voting
stock of the Company immediately prior to such transaction do not hold
more than 50% of the voting stock of the Company (or the surviving or
resulting entity) after giving effect to such transaction; (iii) the sale
of all or substantially all of the assets of the Company; or (iv) the
consummation of the first public offering of securities of the Company
pursuant to a registration statement filed and declared effective under
the Act, pursuant to which (A) the aggregate public offering price of the
shares sold by the Company equals or exceeds $50,000,000, (B) the price
per share of Common Stock equals or exceeds three (3) times the original
purchase price of the Series B Preferred Stock (which amount shall be
subject to equitable adjustments whenever there shall occur a stock split,
combination, reclassification or other similar event involving the Common
Stock or the Series B Preferred Stock) and (C) all of the Series A
Preferred Stock has been redeemed and all amounts due and owing under the
Debentures have been paid in full.
FOURTH: 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, the Shareholders' Agreement or the Redemption
Agreement. Except as amended by this letter agreement, all of the provisions of
the Agreement, the Shareholders' Agreement and the Redemption Agreement shall
remain in full force and effect from and after the date hereof.
FIFTH: This letter agreement may be executed in multiple counterparts, each of
which shall constitute an original but all of which 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.
COMPANY:
SYBARI SOFTWARE, INC.
By: /s/ Xxxxxx X. Xxxxxxx
--------------------------------------
Name:
Title:
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
ACKNOWLEDGED AND AGREED:
Summit Ventures V, L.P.
By: Summit Partners V, L.P.
Its General Partner
By: Summit Partners, LLC
Its General Partner
By:
-----------------------
Member
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FIFTH: This letter agreement may be executed in multiple counterparts, each of
which shall constitute an original but all of which 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.
COMPANY:
SYBARI SOFTWARE, INC.
By:__________________________________________
Name:
Title:
PRINCIPAL SHAREHOLDERS:
_____________________________________________
Xxxxxx X. Xxxxxxx
_____________________________________________
Xxxxxx Xxxxxx
_____________________________________________
Xxxxxxx X. Xxxxxxxx
_____________________________________________
Xxxxxxx X. XxxxXxxxxxx
ACKNOWLEDGED AND AGREED:
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
-----------------------
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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
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