Exhibit 99.5
SUPPLEMENT TO
SERIES A PREFERRED STOCK PURCHASE AGREEMENT
THIS SUPPLEMENT (this "Supplement") TO THE SERIES A PREFERRED STOCK
PURCHASE AGREEMENT is made and entered into as of the 7th day of January, 2000,
by and among XxxxXxxx.xxx, Inc. (the "Company"), a Delaware corporation having
offices at Five Clock Tower Place, Suite 440, Maynard, Massachusetts, SoftLock
Services, Inc. ("Subsidiary") a Delaware corporation having offices at Five
Clock Xxxxx Xxxxx, Xxxxx 000, Xxxxxxx, Xxxxxxxxxxxxx, and RSA Security Inc.
("RSA").
WHEREAS, the Company has entered into a Series A Preferred Stock
Purchase Agreement (the "Agreement") dated as of December 30, 1999 (the "First
Closing Date") by and among the Company, Subsidiary, and certain parties listed
on Schedule 1 thereto (the "Schedule of Purchasers"). All capitalized terms used
herein without definition shall have the meaning given in the Agreement.
WHEREAS, Section 2.1(b) of the Agreement contemplates that the purchase
and sale of additional Shares (as defined in the Agreement) to additional
Purchaser(s) shall be held on dates (each a "Subsequent Closing Date") following
the First Closing Date, by execution of a supplement to the Agreement evidencing
the agreement of any such additional Purchaser to be bound by this Agreement and
the addition of such Purchaser's name, address, facsimile number, number of
Shares purchased and Purchase Price therefor to the Schedule of Purchasers.
WHEREAS, the Company desires to issue and sell additional Shares under
the Agreement to RSA, and RSA desires to purchase the Shares and become a
Purchaser under the Agreement.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants and conditions herein contained, the Company, Subsidiary and RSA
hereby agree as follows:
1. Upon and subject to the terms and conditions of the Agreement and in
reliance upon the representations, warranties and agreements contained therein,
as of the date of this Supplement the Company will issue and sell to RSA, and
RSA will purchase from the Company that number of Shares set forth opposite
RSA's name on the attached revised Schedule of Purchasers.
2. RSA agrees to be bound by the Agreement and shall be deemed a
"Purchaser" under the Agreement.
3. RSA further agrees to become a party to the Shareholders and Rights
Agreement dated as of December 30, 1999 as a Preferred Shareholder thereunder by
executing the Agreement to be Bound attached hereto.
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IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed and delivered by their proper and duly authorized officers as of the
day and year first written above.
SOFTLOCK COM., INC.
By: /s/ Xxxxxxx X. Xxxxxxx
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Name: Xxxxxxx X. Xxxxxxx
Title: Executive Vice President and
Chief Financial Officer
SOFTLOCK SERVICES., INC.
By: /s/ Xxxxxxx X. Xxxxxxx
-------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Executive Vice President and
Chief Financial Officer
RSA SECURITY INC.
By: /s/ Xxxxxxx X. Xxxxxxx, Xx.
-------------------------------
Name: Xxxxxxx X. Xxxxxxx, Xx.
Title: CEO and Chairman
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REVISED SCHEDULE OF PURCHASERS
Name and Address Shares Purchase Price
SI Venture Fund II, L.P. 17,157 $1,750,014
00000Xxxxxxx Xxxx.
Xxxx Xxxxx, XX 00000
Facsimile (000) 000-0000
Apex Investment Fund IV, L.P. 14,260 $1,454,520
000 X. Xxxxxxxxxx Xxxxxx,
Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
Telephone: (000) 000 0000
Facsimile: (000) 000 0000
Apex Strategic Partners IV, LLC 446 $ 45,492
000 X. Xxxxxxxxxx Xxxxxx,
Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
Telephone: (000) 000 0000
Facsimile: (000) 000 0000
RSA Security Inc. 4,902 $ 500,004
00 Xxxxxx Xxxxx
Xxxxxxx, XX 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
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AGREEMENT TO BE BOUND
BY
SHAREHOLDERS' AND RIGHTS AGREEMENT
The undersigned hereby joins in and signifies adoption of and agrees to
be bound, as a Preferred Shareholder, by the terms and conditions of the
Shareholders' and Rights Agreement (the "Shareholders Agreement") dated as of
the 30th day of December, 1999, by and among XxxxXxxx.xxx, Inc., (the
"Company"), a Delaware corporation, and the Shareholders listed on Schedule I
and Schedule II thereto and authorizes the attachment of this signature page to
a duplicate original of the Shareholders Agreement and the addition of its name
to Schedule I.
The undersigned acknowledges receipt of a copy of the Shareholders
Agreement. The undersigned acknowledges that it has read such Shareholders
Agreement and understands that by signing this document, it shall thereby assume
all of the duties and obligations of a Preferred Shareholder thereunder.
Capitalized terms used herein have the meanings set forth in the
Shareholders Agreement.
Dated: January 7, 2000 RSA Security Inc.
Number of Shares held: By: /s/ Xxxxxxx X. Xxxxxxx, Xx.
--------------------------------
Name: Xxxxxxx X. Xxxxxxx, Xx.
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4,902 Title: CEO and Chairman
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