EXHIBIT 99.1.6
AMENDMENT TO SECURITIES PURCHASE
AND REDEMPTION AGREEMENT AND SUBORDINATED DEBENTURES
This Amendment (this "Amendment"), dated as of December 23, 2003, (i)
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, as further amended by that certain Amendment to
Securities Purchase and Redemption Agreement and Subordinated Debentures, dated
as of May 29, 2002 (the "May 2002 Amendment"), 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, dated as of June 16,
2003 (the "June 2003 Amendment"), by and among the Company, the Principal
Shareholders and the Investors, and (ii) amends the Subordinated Debentures (the
"Debentures") that were issued in connection therewith to certain of the
Investors, as amended by the May 2002 Amendment. 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, the May 2002 Amendment and the
June 2003 Amendment.
BACKGROUND
WHEREAS:
The Company, the Principal Shareholders and the Investors desire to amend
the terms and conditions of the Agreement and the Debentures in accordance with
the terms and conditions that are set forth in and contemplated by this
Amendment.
Accordingly, in consideration of the promises and the mutual agreements
set forth herein, the parties hereto hereby agree to amend the Agreement and the
Debentures, with such amendments to the Agreement and the Debentures to be
deemed effective as of the date hereof, as follows:
FIRST: The parties hereto hereby agree that, effective October 1, 2003, the
interest rate payable in respect of the unpaid principal balances of the
Debentures shall decrease from fifteen percent (15%) to twelve percent (12%).
SECOND: 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) or the Debentures (as amended). Except
as amended by this Amendment, all of the provisions of the Agreement (as
amended) and the Debenture (as amended) shall remain in full force and effect.
THIRD: 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 23rd
day of December, 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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