Exhibit 10.27
August 31, 1998
Mr. Xxxxxxx Xxxxxxxx
Primus Venture Partners, Inc
0000 Xxxxxxxxxxx Xxxxx, Xxxxx 000
Xxxxxxxxx, 0X 0000-0000
Re: Accession Agreement between
iName, Inc. and Primus
Dear Xx. Xxxxxxxx:
Reference is made to the Accession Agreement dated as of August 31, 1998
between iName, Inc., the Primus Capital Fund IV Limited Partnership and the
Primus Executive Fund Limited Partnership (the "Accession Agreement"). The terms
set forth herein shall have the meaning set forth in the Accession Agreement.
In order to induce the Primus Funds to execute the Accession Agreement, I
agree to the following additional limitation on my rights contained in section
6.2.1 of the Investors' Rights Agreement.
I agree that I will not exercise the rights set forth in section 6.2.1 of
the Investors' Rights Agreement at a price per share of Class C Preferred Stock
of less than seven dollars ($7.00) (adjusted to reflect subsequent stock splits,
combinations, stock dividends and recapitalizations) until after the earlier of
(i) the date on which the Liquidity Ratchet Adjustment set forth in Article IV,
section 3(c)(v) of the Company's Amended and Restated Certificate of
Incorporation is made, and (ii) the date on which the Additional Purchasers have
been offered the opportunity to sell, transfer or dispose of 100% of their
shares of Class C Preferred Stock or the underlying shares of Class A Common
Stock in accordance with the 3x Exit Condition referred to in section 5.7 of the
Investors' Rights Agreement.
Very truly yours,
/s/ Xxxxxx Xxxxxx
Xxxxxx Xxxxxx
