EXHIBIT 10.8
November 1, 1996
X. Xxxxx Xxxxx
Chief Executive Officer
StreamLogic Corporation
Re: FWB Software LLC
Dear Xxxxx:
This will confirm the understanding reached between StreamLogic Corporation
("StreamLogic"), StreamLogic Software Corporation ("Sub") and FWB Software
LLC("FWB") relating to certain outstanding issues under the FWB Software LLC
Operating Agreement ("Operating Agreement").
Under the terms of the Operating Agreement Sub is required to deliver to FWB
approximately 2,760,000 additional shares of common stock of StreamLogic. FWB
is willing to accept 1,380,000 additional shares of common stock of StreamLogic
and waive the requirement that Sub deliver the remaining shares in consideration
of the following agreements by Sub and StreamLogic:
1. On November 4, 1996, Sub shall deliver to FWB a certificate for 1,380,000
shares of common stock of StreamLogic ("Additional Shares").
2. On November 4, 1996, StreamLogic shall deliver to FWB $500,000 in cash by
wire transfer.
3. Sub's membership interest in FWB shall be reduced from 1,100,000 shares to
750,000 shares, and Sub shall execute such additional documents as are necessary
to effect such reduction. On November 4, 1996, Sub shall deliver to FWB a
promissory note, in form satisfactory to FWB and StreamLogic, in the principal
amount of One Million Two Hundred Fifty Thousand Dollars ($1,250,000), which
shall be payable in eight equal quarterly installments of $156,250 commencing
February 1, 1997, which note shall bear interest at Bank of America's reference
rate plus 2% and be secured by a security interest in form satisfactory to FWB
and StreamLogic in Sub's remaining 750,000 shares in FWB.
4. StreamLogic agrees to waive the lock-up provisions contained in Section
2.2(a) of the Company Rights Agreement, dated as of July 1, 1996, between FWB
and StreamLogic and agrees that FWB shall be free to sell or otherwise dispose
of all shares of StreamLogic immediately (subject to applicable securities
laws).
5. StreamLogic shall by November 4, 1996 at its expense amend its pending S-3
registration statement for the original shares of StreamLogic common stock
delivered to
FWB under the Operating Agreement to include the Additional Shares and shall use
its best efforts to expedite completion and effectiveness of that registration.
The foregoing shall be effective if signed and returned by FWB by telecopy to
Xxxxx Xxxxx no later than midnight November 1, 1996, unless earlier withdrawn by
FWB.
Sincerely yours,
FWB Software LLC
By /s/ Xxxxxx Xxxx
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Xxxxxx Xxxx
President
StreamLogic Corporation StreamLogic Software Corporation
By /s/ X. Xxxxx Xxxxx By /s/ X. Xxxxx Xxxxx
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X. Xxxxx Xxxxx Name: X. Xxxxx Xxxxx
Chief Executive Officer Title
