EXHIBIT 99.1.5
SUMMIT PARTNERS
Summit Partners
000 Xxxxxxxx Xxxxxx, 00xx Xxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
November 24, 2003
Fax: (000) 000-0000
Sybari Software, Inc.
000 Xxxxxxxxx Xxxx
Xxxx Xxxxxxxxx, Xxx Xxxx 00000
Attn.: President
Re: Purchase Agreement with Summit Partners
Dear Sir/Madam:
Reference is made to that certain Securities Purchase and Redemption
Agreement, dated as of March 30, 2001, by and among Sybari Software, Inc. (the
"Company") and each of the entities listed on the signature pages attached
hereto (collectively, the "Summit Entities") (the "Purchase Agreement").
Capitalized terms not defined herein shall have the meanings ascribed to them
under the Purchase Agreement.
The Summit Entities hereby agree that for purposes of determining the
Company's Net Cash From Operations and EBITDA under Sections 4.12 and 4.13 of
the Purchase Agreement respectively, all of the IPO Expenses (as defined below)
[and the related impact on working capital] shall be excluded from the
consolidated net income of the Company and its subsidiaries when determining the
Company's Consolidated Net Income. "IPO Expenses" shall mean all costs and
expenses of the Company associated with the filing of a registration statement
under the Act covering the anticipated 2004 public offering of securities of the
Company.
[Remainder of Page Intentionally Left Blank]
SUMMIT PARTNERS
Other than as set forth specifically herein, the terms and conditions of
the Purchase Agreement shall remain in full force and effect.
Sincerely,
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
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 PARTNERS
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
------------------------------------
Member
Acknowledged and Agreed
this 24th day of November, 2003:
SYBARI SOFTWARE, INC.
By: /s/ Xxxxxx Xxxxxxx
-------------------------
Name: Xxxxxx Xxxxxxx
Title: President
