October 16, 2002 Alloy Ventures
Exhibit 10.41
October 16, 2002
Alloy Ventures
000 Xxxxxx Xxxxxx
Xxxxxx Xxxxx
Xxxx Xxxx, Xxxxxxxxxx
Attn: Xxxx Xx Xxxx
Sprout Group
00 Xxxxxxx Xxxxxx
00xx Xxxxx
Xxx Xxxx, XX 00000
Attn: Xxxxxxxx X. Xx Xxxxx
Re: Waiver
Ladies and Gentlemen:
Reference is hereby made to that certain Preferred Stock and Warrant Purchase Agreement dated as of June 25, 2002 (the “Purchase Agreement”), by and among Pharsight Corporation (“Pharsight”) and each of the purchasers named therein (collectively, the “Purchasers”). All capitalized but undefined terms used herein shall have the meanings ascribed to them in the Purchase Agreement.
Pharsight hereby requests each of the Purchasers to waive the requirement to cause the Registration Statement to be filed prior to 105 days after the Initial Closing Date pursuant to Section 9.1(a) of the Purchase Agreement. Further, Pharsight hereby requests each of the Purchasers to waive until November 30, 2002, any rights to any liquidated damages it may have pursuant to Section 9.2(f) of the Purchase Agreement. In this regard, each of the Purchasers hereby acknowledges that if this waiver is given, (a) Pharsight will rely on this waiver in connection with the timing of seeking the effectiveness of the Registration Statement; and (b) Pharsight shall not be obligated to make any payment of liquidated damages to any Purchaser in the event a Registration Statement covering all of the Registrable Securities has not been declared effective by the SEC on or prior to November 30, 2002. If a Registration Statement covering all of the Registrable Securities has not been declared effective by the SEC on or prior to November 30, 2002, then liquidated damages shall begin to accrue beginning November 30, 2002 pursuant to the terms of Section 9.2(f) of the Purchase Agreement; provided, that such period of time covered herein shall be tolled to the extent of any delays caused solely by any Purchaser Delay.
In the event that Purchasers who hold at least 75% of the Registrable Securities countersign this waiver, then, in accordance with Section 9.11 of the Agreement, this waiver will be binding
against all Purchasers.
All other provisions of the Purchase Agreement shall remain in full force and effect.
Please indicate your waiver with respect to such rights by countersigning and returning this Waiver Letter as soon as possible.
Sincerely,
Pharsight Corporation
/s/ Xxxxxxx Xxxxx
Xxxxxxx Xxxxx
President and Chief Executive Officer
The undersigned have read the foregoing and hereby waive such rights on behalf of itself and the other Purchasers under Section 9 of the Purchase Agreement as provided above. This Waiver Letter may be countersigned in several counterparts, each of which shall constitute an original and all of which, when taken together, shall constitute one instrument.
PURCHASER(S):
ALLOY PARTNERS 2000, L.P.
ALLOY VENTURES 2000, L.P.
ALLOY CORPORATE 2000, L.P.
ALLOY INVESTORS 2000, L.P.
By: Alloy Ventures 2000, LLC, its General Partner
By: /s/ Xxxx XxXxxx
Name: Xxxx XxXxxx
Title: Managing Member
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000 Xxxxxx Xxxxxx |
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Xxxxxx Xxxxx |
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Xxxx Xxxx, Xxxxxxxxxx |
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Attn: Xxxx Xx Xxxx |
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xxx@xxxxxxxxxxxxx.xxx |
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(000) 000-0000 |
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PURCHASER(S) CONTINUED:
XXXXXXXXX, LUFKIN & XXXXXXXX SECURITIES CORPORATION, as nominee for DLJ First ESC, L.P., EMA 2001 Plan, L.P., CSFB 2001 Investors, L.P., Credit Suisse First Boston Private Equity, Inc., Docklands 2001 Plan, L.P., and Xxxxxxxxxxx 0000 Plan, L.P.
By: /s/ Xxxxxxxx X. Xx Xxxxx
Name: Xxxxxxxx X. Xx Xxxxx
Its: Attorney-in-Fact
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Sprout Group |
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00 Xxxxxxx Xxxxxx |
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00xx Xxxxx |
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Xxx Xxxx, XX 00000 |
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xxxxxxxx.xxxxxxx@xxxxxxxxxxx.xxx |
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(000) 000-0000 |
SPROUT ENTREPRENEURS FUND, L.P.
By: DLJ Capital Corp., its General Partner
By: /s/ Xxxxxxxx X. Xx Xxxxx
Name: Xxxxxxxx X. Xx Xxxxx
Its: Managing Director
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Sprout Group |
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00 Xxxxxxx Xxxxxx |
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00xx Xxxxx |
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Xxx Xxxx, XX 00000 |
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xxxxxxxx.xxxxxxx@xxxxxxxxxxx.xxx |
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(000) 000-0000 |
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PURCHASER(S) CONTINUED:
SPROUT CAPITAL IX, L.P.
By: DLJ Capital Corp., its Managing General Partner
By: /s/ Xxxxxxxx X. Xx Xxxxx
Name: Xxxxxxxx X. Xx Xxxxx
Its: Managing Director
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Sprout Group |
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00 Xxxxxxx Xxxxxx |
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00xx Xxxxx |
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Xxx Xxxx, XX 00000 |
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xxxxxxxx.xxxxxxx@xxxxxxxxxxx.xxx |
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(000) 000-0000 |
SPROUT CAPITAL VII, L.P.
By: DLJ Capital Corp., its Managing General Partner
By: /s/ Xxxxxxxx X. Xx Xxxxx
Name: Xxxxxxxx X. Xx Xxxxx
Its: Managing Director
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Sprout Group |
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00 Xxxxxxx Xxxxxx |
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00xx Xxxxx |
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Xxx Xxxx, XX 00000 |
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xxxxxxxx.xxxxxxx@xxxxxxxxxxx.xxx |
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(000) 000-0000 |
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PURCHASER(S) CONTINUED:
SPROUT CEO FUND, L.P.
By: DLJ Capital Corp., its Managing General Partner
By: /s/ Xxxxxxxx X. Xx Xxxxx
Name: Xxxxxxxx X. Xx Xxxxx
Its: Managing Director
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Sprout Group |
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00 Xxxxxxx Xxxxxx |
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00xx Xxxxx |
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Xxx Xxxx, XX 00000 |
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Email: |
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xxxxxxxx.xxxxxxx@xxxxxxxxxxx.xxx |
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Facsimile: |
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(000) 000-0000 |
DLJ CAPITAL CORP.
By: /s/ Xxxxxxxx X. Xx Xxxxx
Name: Xxxxxxxx X. Xx Xxxxx
Its: Managing Director
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Sprout Group |
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00 Xxxxxxx Xxxxxx |
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00xx Xxxxx |
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Xxx Xxxx, XX 00000 |
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xxxxxxxx.xxxxxxx@xxxxxxxxxxx.xxx |
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(000) 000-0000 |
DLJ FIRST ESC L.P.
By: DLJ LBO Plans Management Corporation, its General Partner
By: /s/ Xxxxxxxx X. Xx Xxxxx
Name: Xxxxxxxx X. Xx Xxxxx
Its: Attorney-in-Fact
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Sprout Group |
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00 Xxxxxxx Xxxxxx |
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00xx Xxxxx |
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Xxx Xxxx, XX 00000 |
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xxxxxxxx.xxxxxxx@xxxxxxxxxxx.xxx |
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(000) 000-0000 |
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