Exhibit 99.6
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 10th day of February,
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 Ascent Venture
Partners III, L.P.("Ascent").
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 has entered into a Supplement to Series A
Preferred Stock Purchase Agreement (the "First Supplement") dated as of January
7, 2000 (the "Second Closing Date") by and among the Company, Subsidiary, and
RSA Security Inc. and has thereby added RSA Security Inc. to the Schedule of
Purchasers.
WHEREAS, the Company desires to issue and sell additional Shares under
the Agreement to Ascent, and Ascent 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 Ascent
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 Ascent, and
Ascent will purchase from the Company that number of Shares set forth opposite
Ascent's name on the attached revised Schedule of Purchasers.
2 Ascent agrees to be bound by the Agreement and shall be deemed a
"Purchaser" under the Agreement.
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3. Ascent further agrees to become a party to the Amended and Restated
Shareholders and Rights Agreement dated as of February 10, 2000 as a Series A
Shareholder thereunder (the "Shareholders Agreement").
4. Ascent acknowledges that immediately prior to this consummation of
the issuance and sale of Series A Preferred Stock to Ascent, the Company has
issued and sold 46,875 shares of its Series B Preferred Stock. As a condition to
Ascent's purchase of the Series A Preferred Stock and the Company's issuance and
sale thereof, Ascent has consented to the Company's issuance of such shares of
its Series B Preferred Stock and related warrants and waives, releases and
agrees not to enforce any right it may have as a holder of Series A Preferred
Stock to affect, restrict or hinder in any manner the Company's ability to issue
such Series B Preferred Stock and warrants on such terms and conditions as the
Company has deemed appropriate. This consent, waiver and release includes but is
not limited to Ascent's rights under Sections 8 of the Agreement, Section 4 of
the Shareholders Agreement and Section 7 of the Certificate of Designation of
the Series A Preferred Stock and its rights under Sections 7.5, 7.6, 7.8 and
7.11 of the Shareholders Agreement including but not limited to its rights to be
included in the registration statement for the Series B Preferred Stock
contemplated by the Series B Preferred Stock and Warrant Purchase Agreement
dated as of the date hereof.
5. Ascent further acknowledges and agrees that the Disclosure Schedule
to the Agreement will be deemed revised to disclose the issuance of the Series B
Preferred Stock and the terms and conditions of such issuance to the extent such
disclosure is necessary to make the Company's and Subsidiary's representations
and warranties under Section 3 of the Agreement true and correct as of the date
hereof.
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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 ________________________________
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
ASCENT VENTURE PARTNERS III, L.P.
By: ASCENT VENTURE MANAGEMENT III, LLC,
its General Partner
By:___/S/ XXXXX XXXXX ____________________________
Name: Xxxxx X. Xxxxx
Title: Manager
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