EXHIBIT 10.30
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March 5, 2003
▇▇▇.▇▇▇, Inc.
▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Chief Financial Officer
RE: FIRST AMENDMENT TO GUARANTY, DATED AS OF MARCH 5, 2003 (THE
"GUARANTY AMENDMENT"), BY AND BETWEEN VANTAGEPOINT VENTURE
PARTNERS III (Q), L.P. AND FLEET NATIONAL BANK
Dear ▇▇▇:
In consideration for VantagePoint Venture Partners III (Q), L.P.
("VPVP") entering into the Guaranty Amendment referenced above which increases
VPVP's guaranty obligations thereunder from $5,000,000 to $8,000,000, ▇▇▇.▇▇▇,
Inc. ("▇▇▇.▇▇▇") hereby agrees to recommend to its Board of Directors, for
approval, that compensation be paid by ▇▇▇.▇▇▇ to VPVP for $1,000,000 of VPVP's
increased guarantee obligations. Such compensation will be in the form of
warrants to purchase the number of shares of the type of equity securities
issued by ▇▇▇.▇▇▇ in its next equity financing which is equal to $1,000,000
divided by the per share price of such ▇▇▇.▇▇▇ equity securities as set in the
next equity financing closed by ▇▇▇.▇▇▇. Such compensation is subject to Board
approval (including the approval of a majority of the Directors who are
unaffiliated with VPVP). In no event will compensation be due or payable if
▇▇▇.▇▇▇ does not close an equity financing on or before December 5, 2003, or if
any form of shareholder, legal or regulatory approval (including pursuant to the
rules of any stock market on which ▇▇▇.▇▇▇'s securities are traded) is required
in order for ▇▇▇.▇▇▇ to issue such compensation. By your signature below you
hereby acknowledge and agree to the foregoing. Please execute the acknowledgment
below and fax a copy of this letter to my attention at ▇▇▇-▇▇▇-▇▇▇▇ and return
the original to my attention at ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇
▇▇▇▇▇.
Very truly yours,
VantagePoint Venture
Partners III (Q) L.P.
By: VantagePoint Venture Associates III, L.L.C.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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its Managing Member
ACKNOWLEDGED & AGREED TO:
▇▇▇.▇▇▇, INC.
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Chief Financial Officer
