EXHIBIT 99.1.7
SYBARI SOFTWARE INC.
000 Xxxxxxxxx Xxxx
Xxxx Xxxxxxxxx, Xxx Xxxx 00000
April 21, 2004
To the Holders of Series A Redeemable Preferred Stock and Series B Convertible
Redeemable Preferred Stock of Sybari Software Inc.:
We refer you to (i) the Securities Purchase and Redemption Agreement,
dated as of March 30, 2001 (the "Agreement"), by and among Sybari Software Inc.,
a New York corporation (the "Company"), each of Xxxxxx X. Xxxxxxx, Xxxxxx
Xxxxxx, Xxxxxxx X. Xxxxxxxx and Xxxxxxx 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, 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 as
further amended by that certain Amendment to Securities Purchase and Redemption
Agreement and Subordinated Debentures, dated as of December 23, 2003, by and
among the Company, the Principal Shareholders and the Investors, (ii) the
Shareholders' Agreement, dated as of March 30, 2001 (the "Shareholders'
Agreement"), by and among the Company, the Principal Shareholders, the
Investors, and certain other holders of common stock, par value $0.01 per share
(the "Common Stock"), of the Company, as amended by the Letter Agreement, and as
further amended by that certain Amendment to Shareholders' Agreement, dated as
of January 15, 2004, by and among the Company, the Principal Shareholders and
the Investors, (iii) the Registration Rights Agreement, dated as of March 30,
2001 (the "Registration Rights Agreement"), by and among the Company, the
Principal Shareholders, the Investors and certain other shareholders of the
Company party thereto, (iv) the Redemption Agreement, dated as of March 30, 2001
(the "Redemption Agreement"), by and among the Company and the Investors, as
amended by the Letter Agreement, and (v) the Subordinated Debentures (the
"Debentures") that were issued in connection with the Agreement to certain of
the Investors, as amended by the May 2002 Amendment. Capitalized terms used but
not otherwise defined herein shall have the meaning given to such terms in the
Agreement.
It is contemplated that the Company will enter into a merger (the
"Reincorporation Merger") pursuant to which the Company will merge with and into
Sybari Software, Inc., a Delaware corporation ("Sybari Delaware"),
The Company and each of the Principal Shareholders hereby agree with you
as follows:
FIRST: Upon delivery of a written consent authorizing the consummation of the
Reincorporation Merger, each of the Investors acknowledges and agrees that (i)
such consent shall constitute approval of the Reincorporation Merger in
accordance with the provisions of Article IV, Section C(7) of the Certificate of
Incorporation of the Company, and (ii) such consent shall constitute an
acknowledgment that the consummation of the Reincorporation Merger shall not be
deemed to be a breach of the affirmative and negative covenants of the Company
contained in Sections 3.6 and 4.4 of the Agreement for purposes of the Agreement
and each of the Related Agreements.
SECOND: Immediately following the consummation of the Reincorporation Merger,
all references in the Agreement to the term "Company," shall be deemed to be, as
of the effective date of the Reincorporation Merger, references to Sybari
Delaware.
THIRD: Immediately following the consummation of the Reincorporation Merger, all
references in the Shareholders' Agreement to the terms "Company," "Common
Stock," "Series A Preferred Stock," "Series B Preferred Stock," "Shares" and
similar terms relating to equity securities of the Company, shall be deemed to
be, as of the effective date of the Reincorporation Merger, references to Sybari
Delaware and its respective equity securities. All references to the terms
"shareholder" and "shareholders" shall be deemed to be, as of the effective date
of the Reincorporation Merger, references to "stockholder" and "stockholders,"
respectively.
FOURTH: Immediately following the consummation of the Reincorporation Merger,
all references in the Registration Rights Agreement to the terms "Company,"
"Common Stock," "Series A Preferred Stock," "Series B Preferred Stock,"
"Registrable Securities" and similar terms relating to equity securities of the
Company, shall be deemed to be, as of the effective date of the Reincorporation
Merger, references to Sybari Delaware and its respective equity securities.
FIFTH: Immediately following the consummation of the Reincorporation Merger, all
references in the Redemption Agreement to the terms "Company," "Common Stock,"
"Series A Preferred Stock," "Series B Preferred Stock," "Shares" and similar
terms relating to equity securities of the Company, shall be deemed to be, as of
the effective date of the Reincorporation Merger, references to Sybari Delaware
and its respective equity securities.
SIXTH: Immediately following the consummation of the Reincorporation Merger, all
references in the Debentures to the terms "Company," "Common Stock," "Series A
Preferred Stock," "Series B Preferred Stock," "Shares" and similar terms
relating to equity securities of the Company, shall be deemed to be, as of the
effective date of the Reincorporation Merger, references to Sybari Delaware and
its respective equity securities.
SEVENTH: Except as amended by this letter agreement, it is expressly
acknowledged and understood that this letter agreement shall not be construed to
alter any other provisions in the Agreement, the Shareholders' Agreement, the
Registration Rights Agreement, the Redemption Agreement or the Debentures.
Except as amended by this letter agreement, all of the provisions of the
Agreement, the Shareholders' Agreement, the Registration Rights Agreement, the
Redemption Agreement and the Debentures shall remain in full force and effect
from and after the date hereof.
EIGHTH: This letter agreement may be executed in multiple counterparts, each of
which shall constitute an original but all of which together shall constitute
but one and the same instrument. One or more copies of this letter agreement may
be delivered via telecopier, with the intention that they shall have the same
effect as an original counterpart hereof.
[Remainder of Page Intentionally Left Blank]
IN WITNESS WHEREOF, the parties have caused this letter agreement to be
executed in the name and on behalf of the parties hereto as of the date first
above written.
COMPANY:
SYBARI SOFTWARE INC., a New York
corporation
By: /s/ Xxxxxx Xxxxxxx
---------------------------------------
Name: Xxxxxx Xxxxxxx
Title: CEO
SYBARI SOFTWARE, INC., a Delaware
corporation
By: /s/ Xxxxxx Xxxxxxx
---------------------------------------
Name: Xxxxxx Xxxxxxx
Title: CEO
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
ACKNOWLEDGED AND AGREED:
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 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
