EXHIBIT 99.1.4
AMENDMENT TO SECURITIES
PURCHASE AND REDEMPTION AGREEMENT
This Amendment (this "Amendment"), dated as of June 16, 2003, amends 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 X. 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 (the "Letter Agreement"), dated as of
May 25, 2001, by and among the Company, the Principal Shareholders and the
Investors, and as further amended by that certain Amendment to Securities
Purchase and Redemption Agreement and Subordinated Debentures (the "May 2002
Amendment"), dated as of May 29, 2002, by and among the Company, the Principal
Shareholders and the Investors. Capitalized terms used herein but not otherwise
defined herein shall have the meanings ascribed to them in the Agreement, as
amended by the Letter Agreement and the May 2002 Amendment.
BACKGROUND
WHEREAS:
A. The Company, the Principal Shareholders and the Investors desire to
extend the time period during which the Principal Shareholders may grant options
to employees of the Company pursuant to the Employee Stock Option Plan from a
period ending eighteen (18) months following the Closing Date to a period ending
thirty-three (33) months following the Closing Date; and
B. The Company, the Principal Shareholders and the Investors desire that
the Agreement be amended as follows.
Accordingly, in consideration of the promises and the mutual agreements
set forth herein, the parties hereto hereby agree to amend the Agreement, with
such amendments to the Agreement to be deemed effective as of March 30, 2001, as
follows:
FIRST: Section 1.6 of the Agreement is hereby amended to read in its entirety as
follows:
"Options. Within three hundred sixty five (365) days of the Closing
Date, the Company shall establish an employee stock option plan (the
"Employee Stock Option Plan"), in a form reasonably acceptable to the
Purchasers, pursuant to which options for a total of up to ten (10) shares
(as equitably adjusted for stock splits, stock dividends, reorganizations
and the like) of Common Stock (the "Non-Founder Options") may be granted
by the Principal Shareholders to members of senior management and
Directors specified by the Principal Shareholders, other than the other
Principal Shareholders, during the thirty-three (33) month period
immediately following the Closing Date. The shares of Common Stock which
are subject to the Non-Founder Options shall be provided by the Principal
Shareholders in accordance with their respective contribution percentages
set forth on Schedule 1.6 attached hereto, and the proceeds from the
exercise of such Non-Founder Options shall be paid to the Principal
Shareholders in accordance therewith. Non-Founder Options shall be issued
to such Persons (other than the Principal Shareholders), upon such terms,
including vesting and exercise price, as shall be as set forth in the
Employee Option Plan. On or before the date thirty-three (33) months
following the Closing Date, the Company shall establish an option plan
upon such terms, including
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vesting, as shall be determined by the compensation committee of the
Company's Board of Directors."
SECOND: Section 4.5 of the Agreement is hereby amended to read in its entirety
as follows:
"Limitation on Options. Neither the Company nor the Principal
Stockholders shall grant any options, warrants or other rights to acquire
shares of Common Stock or other equity securities of the Company, except
that (i) the Principal Shareholders may grant options for up to ten (10)
shares (as equitably adjusted for stock splits, stock dividends,
reorganizations and the like) of Common Stock to employees of the Company
at any time prior to the expiration of thirty-three (33) months from the
Closing Date, pursuant to the Employee Stock Option Plan as described in
Section 1.6 hereof, and (ii) at any time subsequent to May 31, 2003, the
Company may grant options for up to ten (10) shares (as equitably adjusted
for stock splits, stock dividends, reorganizations and the like) of Common
Stock, pursuant to grants which are approved by the compensation committee
of the Company's Board of Directors."
THIRD: The amendments to the Agreement that are set forth in and contemplated by
this Amendment shall be effective as of March 30, 2001.
FOURTH: Except as amended by this Amendment, it is expressly acknowledged and
understood that this Amendment shall not be construed to alter any other
provisions in the Agreement (as amended by the Letter Agreement and the May 2002
Amendment). Except as amended by this Amendment, all of the provisions of the
Agreement (as amended by the Letter Agreement and the May 2002 Amendment) shall
remain in full force and effect.
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FIFTH: This Amendment 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 Amendment may be delivered via
telecopier, with the intention that they shall have the same effect as an
original counterpart hereof.
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IN WITNESS WHEREOF, the parties have executed this Amendment on the 16th
day of June, 2003.
COMPANY:
SYBARI SOFTWARE, INC.
By: /s/ Xxxxx Xxxxxxxx
---------------------------------------
Name: Xxxxx Xxxxxxxx
Title: Chief Financial Officer
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
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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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