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EXHIBIT 10.2
October 11, 2000
CastleRock Partners
Attn: ▇▇▇▇▇ ▇▇▇▇▇▇-▇▇▇▇▇▇
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
RE: AUSPEX SYSTEMS, INC. - SHARE PURCHASE AGREEMENT
Dear ▇▇. ▇▇▇▇▇▇-▇▇▇▇▇▇:
Auspex Systems, Inc., (the "Company"), is requesting that you amend the
Share Purchase Agreement dated September 19, 2000. As you are aware, the Company
engaged ▇▇▇▇▇▇▇ Capital Management, Inc. ("▇▇▇▇▇▇▇") as a placement agent in the
recent private placement of the Company's Common Stock. The Company would like
to pay part of the placement fee to ▇▇▇▇▇▇▇ in the form of a warrant to purchase
566,048 shares of Common Stock. The exercise price per share of the warrant will
be $7.9625, which is the price that you paid for your shares under the Share
Purchase Agreement.
The terms of the Share Purchase Agreement prohibit the Company from
including the shares subject to this warrant in the registration statement on
Form S-3. The Company is requesting that you amend Sections 7.1.1(j) and (k) to
state as follows:
7. Form D Filing; Registration; Compliance with the Securities Act;
Covenants.
7.1 Form D Filing; Registration of Shares.
7.1.1 Registration Statement; Expenses.
The Company, which as of the date of Closing is eligible to use a Form
S-3 registration statement, shall: . . .
(j) not allow any shareholders other than the Purchasers and
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, to include their
shares in the Registration Statement;
(k) not file another registration statement or make any
other offers of securities, either of which would cause
the offering of the Shares to be integrated with any
other securities offering of the Company, except that
the Company may file any registration statement required
pursuant to that certain Registration Rights Agreement
between the Company and certain buyers dated January 18,
2000 and may issue shares pursuant to conversion of the
Series B Preferred Stock and pursuant to a warrant and a
warrant purchase agreement with ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇;
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October 11, 2000
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In addition, the Company would like to amend the Representations,
Warranties and Covenants Section of the Share Purchase Agreement with respect to
the capitalization of the Company as follows:
4.2 Capitalization . . .
(d) The Company has reserved 1,605,136 shares of
Common Stock for issuance upon the exercise of
outstanding warrants to purchase Common Stock
and the Company expects to reserve 566,048
shares of Common Stock for exercise of warrants
that the Company anticipates issuing to the
placement agent.
If you agree to amend the Share Purchase Agreement as stated above,
please sign and date this letter as noted below and return it to the undersigned
by facsimile at (▇▇▇) ▇▇▇-▇▇▇▇.
Please call ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ at ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ at
(▇▇▇) ▇▇▇-▇▇▇▇ if you have any questions about this letter.
Sincerely,
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
& ▇▇▇▇▇▇
Professional Corporation
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
I hereby agree to amend the Share Purchase Agreement as described above.
Shareholder: CastleRock Partners, L.P.
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By:
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Name:
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Title:
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# of shares: 326,531
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Date:
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October 11, 2000
Page 3
I hereby agree to amend the Share Purchase Agreement as described above.
Shareholder: CastleRock Fund, Ltd.
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By:
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Name:
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Title:
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# of shares: 145,683
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Date:
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Shareholder: CastleRock Partners II, L.P.
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By:
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Name:
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Title:
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# of shares: 30,141
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Date:
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