<PAGE> 1
EXHIBIT 10.9A
[ASC LETTERHEAD]
August 30, 2000
New Enterprise Associates VIII, Limited Partnership
NEA Presidents' Fund, L.P.
NEA Ventures 1999, L.P.
TCV III (GP)
TCV III, L.P.
TCV III (Q), L.P.
TCV III Strategic Partners, L.P.
Morgan Stanley Venture Partners III, L.P.
Morgan Stanley Venture Investors III, L.P.
The Morgan Stanley Venture Partners Entrepreneur Fund, L.P.
Baker Communications Fund, L.P.
Mostafa Venture Fund, LLC
MCI Worldcom Venture Fund, Inc.
RE: IPO Purchase Rights
Reference is made to the Securities Purchase and Stockholder Agreement,
dated as of September 10, 1999, as amended (the "Agreement"), among Advanced
Switching Communications, Inc. (the "Corporation"), Asghar Mostafa and the other
parties named therein (the "Investors") and the Letter regarding the Right to
Participate in Initial Public Offering of the same date, between the Corporation
and the Investors (the "Letter"). The Letter and Section 11.8 of the Agreement
provide that, in the event of a Qualified Initial Public Offering by the
Corporation, the holders of the Class C Preferred Shares and Class D Preferred
Shares shall have the option, on a pro rata basis, to purchase up to 5%, in the
aggregate, of the shares of capital stock offered by the Corporation ("IPO
Purchase Right"). Capitalized terms not defined herein shall have the meaning
assigned to them in the Agreement.
In order to induce the Corporation to complete an initial public
offering of its common stock, each of the undersigned Investors has agreed to
waive its IPO Purchase
<PAGE> 2
Rights, provided that the offering is completed by November 30, 2000. If the
offering is not completed by November 30, 2000, all rights under Section 11.8
under the Agreement shall be reinstated. Whether or not the IPO actually occurs
depends on a number of factors, including market conditions.
This letter agreement shall be governed by and construed in accordance
with the laws of the State of Delaware, without regard to principles of conflict
of laws, and may be executed in counterparts, each of which shall be deemed to
be an original but all of which together shall constitute one agreement.
[signatures on following pages]
<PAGE> 3
Please acknowledge your agreement with the foregoing by executing this
letter in duplicate and returning one signed original to the Corporation as soon
as possible.
ADVANCED SWITCHING
COMMUNICATIONS, INC.
By: /s/ ASGHAR MOSTAFA
----------------------------------
Name: Asghar D. Mostafa
Title: President + CEO
Accepted and agreed
as of August 10, 2000
NEW ENTERPRISE ASSOCIATES VIII, LIMITED PARTNERSHIP
By: NEA Partners VIII, Limited Partnership
By: /s/ ARTHUR MARKS
-------------------------------
Name: Arthur Marks
Title:
NEW ENTERPRISE PRESIDENTS' FUND, L.P.
By: NEA General Partnership, L.P.
By: /s/ ARTHUR MARKS
-------------------------------
Name: Arthur Marks
Title:
NEA VENTURES 1999, L.P.
By: /s/ ARTHUR MARKS
-------------------------------
Name: Arthur Marks
Title:
<PAGE> 4
TCV III (GP)
By: Technology Crossover Management III, L.L.C.
Its: General Partner
By: /s/ CARLA S. NEWELL
-------------------------------
Name: Carla S. Newell
Title: Attorney-in-Fact
TCV III, L.P.
By: Technology Crossover Management III, L.L.C.
Its: General Partner
By: /s/ CARLA S. NEWELL
-------------------------------
Name: Carla S. Newell
Title: Attorney-in-Fact
TCV III (Q), L.P.
By: Technology Crossover Management III, L.L.C.
Its: General Partner
By: /s/ CARLA S. NEWELL
-------------------------------
Name: Carla S. Newell
Title: Attorney-in-Fact
TCV III Strategic Partners, L.P.
By: Technology Crossover Management III, L.L.C.
Its: General Partner
By: /s/ CARLA S. NEWELL
-------------------------------
Name: Carla S. Newell
Title: Attorney-in-Fact
<PAGE> 5
MORGAN STANLEY VENTURE PARTNERS III, L.P.
By: Morgan Stanley Venture Partners III, L.L.C.
Its: General Partner
By: Morgan Stanley Venture Capital III, Inc.
Its: Institutional Managing-Member
By: /s/ GHASSAN BEJJANI
-------------------------------
Name: Ghassan Bejjani
Title: Principal
MORGAN STANLEY VENTURE INVESTORS III, L.P.
By: Morgan Stanley Venture Partners III, L.L.C.
Its: General Partner
By: Morgan Stanley Venture Capital III, Inc.
Its: General Partner
By: /s/ GHASSAN BEJJANI
-------------------------------
Name: Ghassan Bejjani
Title: Principal
MORGAN STANLEY VENTURE PARTNERS ENTREPRENEUR FUND, L.P.
By: Morgan Stanley Venture Partners III, L.L.C.
Its: General Partner
By: Morgan Stanley Venture Capital III, Inc.
Its: Institutional Managing Member
By: /s/ GHASSAN BEJJANI
-------------------------------
Name: Ghassan Bejjani
Title: Principal
<PAGE> 6
BAKER COMMUNICATIONS FUND, L.P.
By: /s/ HENRY G. BAKER
-------------------------------
Name: Henry G. Baker
Title: Manager of Baker Capital Partners, LLC
its General Partner
MOSTAFA VENTURE FUND, LLC
By: /s/ ASGHAR MOSTAFA
-------------------------------
Name:
Title:
MCI WORLDCOM VENTURE FUND, INC.
By: /s/ SUSAN MAYER
-------------------------------
Name: Susan Mayer
Title: President
