EXHIBIT 4.7
INTEGRATED TELECOM EXPRESS, INC.
FIRST AMENDED AND RESTATED
STOCKHOLDERS' AGREEMENT
This First Amended and Restated Stockholders' Agreement (the "Agreement") is
entered into as of this 6th of October, 1999 by and among Integrated Telecom
Express, Inc., a Delaware corporation (the "Company"), certain stockholders of
the Company, including the holder of Series A Preferred Stock as set forth on
EXHIBIT A hereto (the "Series A Stockholder"), the purchasers of Series B
Preferred Stock as set forth on EXHIBIT B hereto (the "Series B Stockholders"),
and, with respect to Section 2 hereof, certain founders as named herein on
EXHIBIT C (the "Founders"). The Series A Stockholder and the Series B
Stockholders are collectively referred to herein as the "Investors."
RECITALS
A. The Company and the Series A Stockholder entered into a Series A Preferred
Stock and Warrant Purchase Agreement on October 27, 1998 (the "Series A
Agreement"), pursuant to which the Company sold, and the Series A
Stockholder, acquired shares of the Company's Series A Preferred Stock.
B. In connection with the Series A Agreement, the Company, the Series A
Stockholder and the Founders entered into a Shareholders' Agreement on
October 27, 1998 (the "Stockholders' Agreement").
C. The Company and the Series B Stockholders are entering into a Series B
Preferred Stock Purchase Agreement of even date herewith (the "Series B
Agreement"), pursuant to which the Company shall sell, and the Series B
Stockholders shall acquire shares of the Company's Series B Preferred
Stock.
D. The Company, the Founders and Series A Stockholder now wish to amend the
Stockholders' Agreement; and
E. The Company wishes to grant the Series B Stockholders the rights provided
herein, subject to execution of this Agreement by the Investors.
NOW THEREFORE, the parties hereto agree as follows:
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SECTION 1
AFFIRMATIVE COVENANTS OF THE COMPANY
1.1 FINANCIAL INFORMATION.
(a) The Company, as soon as practicable after the end of each
fiscal year, and in any event within ninety (90) days thereafter, will mail (in
accordance with the provisions set forth in Section 5.6 herein) audited
financial statements of the Company and its subsidiaries, if any, as of the end
of such fiscal year to each Investor who continues to hold any shares of the
Preferred, including Common Stock issued upon conversion of the Preferred
(appropriately adjusted for recapitalizations), and each Investor who holds an
outstanding Warrant, Warrant Shares, including Common Stock issued upon
conversion of the Warrant Shares (appropriately adjusted for
recapitalizations). Such year-end financial statements shall be prepared in
reasonable detail and in accordance with generally accepted accounting
principles.
(b) The Company will mail the following reports (in accordance
with the provisions set forth in Section 5.6 herein) to each Investor who
continues to hold any shares of the Preferred, including Common Stock issued
upon conversion of such Preferred (appropriately adjusted for
recapitalizations) and each Investor who continues to hold an outstanding
Warrant, Warrant Shares, including Common Stock issued upon conversion of the
Warrant Shares (appropriate adjusted for recapitalizations.):
(i) As soon as practicable after the end of the first,
second and third quarterly accounting periods in each fiscal year of the
Company and in any event within forty-five (45) days thereafter, unaudited
financial statements of the Company and its subsidiaries, if any, as of the end
of each such quarterly period; and
(ii) As soon as practicable after the end of each fiscal
year, a budget adopted by the Company's board of directors for the next fiscal
year.
(c) The rights granted pursuant to Section 1.1 may not be
assigned or otherwise conveyed by the Investor or by any subsequent transferee
of any such rights without the prior written consent of the Company except as
authorized in this Section.
1.2 INSPECTION. The Company will afford to each Investor who
continues to hold at least 100,000 shares of the Preferred, including Common
Stock issued on conversion of the Preferred (appropriately adjusted for
recapitalizations), and each Investor who holds an outstanding Warrant, Warrant
Shares, including Common Stock issued upon conversion of the Warrant Shares
(appropriately adjusted for recapitalizations), and to the Investor's
accountants, counsel and other representatives reasonably acceptable to the
Company, reasonable access during normal business
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hours to all of the Company's respective properties, books, contracts,
commitments and records, including stockholder lists along with any information
distributed to the board of directors of the Company. The Company also will
furnish promptly to the Investor (i) a copy of each report, schedule,
registration statement and other document filed or received by it pursuant to
the requirements of federal and state securities laws, and (ii) all other
information concerning its business, properties and personnel as the Investor
may reasonably request. The Investor shall have such other access to management
and information as is necessary for it to comply with applicable laws and
regulations and reporting obligations. The Company shall not be required to
disclose details of contracts with or work performed for specific customers and
other business partners where to do so would violate confidentiality
obligations to those parties. The Investor may exercise its rights under this
Section 1.2 only for purposes reasonably related to its interests under this
Agreement and related agreements. The Investor's rights under this Section 1.2
may not be transferred.
1.3 TERMINATION OF COVENANTS. The covenants set forth in Sections 1.1
and 1.2 shall terminate and be of no further force or effect upon the earlier
of (i) at such time of effectiveness of the Company's first firm commitment
underwritten public offering registered under the Securities Act of 1933, as
amended, at a price per share of not less than $10.50 (as adjusted for stock
splits, reverse stock splits, stock dividends or combination effected after the
date on which the first share of Series A Preferred Stock is issued) and with
gross proceeds to the Company of more than $10,000,000.00 (a "Qualified IPO"),
or (ii) a merger, consolidation or other transaction in which more than fifty
percent (50%) of the voting power of the Company is disposed of.
1.4 SERIES A STOCKHOLDER'S POST-IPO INFORMATION RIGHTS. Following the
Company's Qualified IPO, and for as long as Intel maintains an equity interest
in the Company acquired hereunder, the Company will mail copies of the
Company's 10-K's, 10-Q's, 8-K's and the Annual Report to Stockholders to Intel,
promptly after such reports are filed with the Securities and Exchange
Commission.
1.5 COMPANY RIGHT TO WITHHOLD FINANCIAL INFORMATION AND INSPECTION
RIGHTS. The Company reserves the right to withhold financial information and
inspection rights of the Series B Stockholders if the Board of Directors
reasonably believes that access to such information would:(i) involve a
conflict of interest regarding a material issue for the Company or (ii)
adversely effect attorney-client privilege between the Company and its counsel.
SECTION 2
REGISTRATION RIGHTS
2.1 CERTAIN DEFINITIONS. As used in this Agreement, the following
terms shall have the following respective meanings:
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(a) "COMMISSION" shall mean the Securities and Exchange
Commission or any other federal agency at the time administering the Securities
Act.
(b) "FOUNDER'S SHARES" shall mean the 1,575,000 shares of
Common Stock held by the Founders as of the date of this Agreement.
(c) "HOLDER" shall mean (i) any Investor holding Registrable
Securities (including Preferred), and (ii) any person holding Registrable
Securities to whom the rights under this Section 2 have been transferred in
accordance with Section 2.14 hereof, and (iii) in the event that Investors hold
less than 30% of the shares of Registrable Securities issued or issuable to it
as of the date hereof, the Founders.
(d) "INITIATING HOLDERS" shall mean any Holders who in the
aggregate hold greater than 30% of the Registrable Securities, excluding
Founders' shares.
(e) "PREFERRED" shall mean the Series A Preferred Stock and
Series B Preferred Stock
(f) "REGISTRABLE SECURITIES" means (i) the Common Stock of the
Company issued or issuable upon conversion of the Preferred and upon any stock
split, stock dividend, recapitalization, or similar event, or any Common Stock
otherwise issuable upon conversion of the Preferred, (ii) the 1,214,286 Warrant
Shares issued pursuant to Warrants, and (iii) in the event that Investors hold
less than 30% of the shares of Registrable Securities issued or issuable to it
as of the date hereof, the Founders' Shares, and any Common Stock issued in
respect to such shares upon any stock split, stock dividend, recapitalization,
or similar event, or any Common Stock otherwise issued or issuable with respect
to such shares, provided, however, that shares of Common Stock or other
securities shall only be treated as Registrable Securities if and so long as
they have not been (A) sold to or through a broker or dealer or underwriter in
a public distribution or a public securities transaction, or (B) sold or are
available for sale in a single sale in the opinion of counsel for the Company
in a transaction exempt from the registration and prospectus delivery
requirements of the Securities Act (other than a sale under Rule 144(k)
promulgated under the Securities Act) so that all transfer restrictions and
restrictive legends with respect thereto are removed upon the consummation of
such sale.
(g) The terms "REGISTER," "REGISTERED" and "REGISTRATION" refer
to a registration effected by preparing and filing a registration statement in
compliance with the Securities Act, and the declaration or ordering of the
effectiveness of such registration statement.
(h) "REGISTRATION EXPENSES" shall mean all expenses, except as
otherwise stated below, incurred by the Company in complying with Sections 2.4,
2.5 and 2.6 hereof, including, without limitation, all registration,
qualification and filing fees, printing expenses, escrow fees, fees and
disbursements of counsel for the Company, blue sky fees and expenses, the
expense of any special audits incident to or required by any such registration
(but excluding the compensation of
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regular employees of the Company which shall be paid in any event by the
Company) and the reasonable fees and disbursements of one counsel for all
Holders.
(i) "RESTRICTED SECURITIES" shall mean the securities of the
Company required to bear the legend set forth in Section 2.2 hereof.
(j) "SECURITIES ACT" shall mean the Securities Act of 1933, as
amended, or any similar federal statute and the rules and regulations of the
Commission thereunder, all as the same shall be in effect at the time.
(k) "SELLING EXPENSES" shall mean all underwriting discounts,
selling commissions and stock transfer taxes applicable to the securities
registered by the Holders and, except as set forth above, all reasonable fees
and disbursements of counsel for any Holder.
2.2 RESTRICTIVE LEGEND. Each certificate representing (i) Preferred,
(ii) the Common Stock, (iii) the Warrant Shares and (iv) any other securities
issued in respect of the Preferred or the Common Stock upon any stock split,
stock dividend, recapitalization, merger, consolidation or similar event, shall
(unless otherwise permitted by the provisions of Section 2.3 below) be stamped
or otherwise imprinted with a legend in the following form (in addition to any
legend required under applicable state securities laws):
(a) "THE SALE OR TRANSFER OF THE SECURITIES REPRESENTED BY THIS
CERTIFICATE IS SUBJECT TO THE TERMS AND CONDITIONS OF A STOCKHOLDER'S AGREEMENT
BY AND AMONG THE HOLDER OF THESE SHARES, CERTAIN INVESTORS IN THE CAPITAL STOCK
OF THE CORPORATION AND THE CORPORATION. COPIES OF SUCH AGREEMENT MAY BE
OBTAINED UPON WRITTEN REQUEST TO THE SECRETARY OF THE CORPORATION."
(b) "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN
ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933. SUCH SHARES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH
REGISTRATION OR AN EXEMPTION FROM THE REGISTRATION AND PROSPECTUS DELIVERY
REQUIREMENTS OF SAID ACT."
Each Investor and Holder consents to the Company making a
notation on its records and giving instructions to any transfer agent of the
Preferred or the Common Stock in order to implement the restrictions on
transfer established in this Section 2.
2.3 NOTICE OF PROPOSED TRANSFERS. The holder of each certificate
representing Restricted Securities by acceptance thereof agrees to comply in
all respects with the provisions of this Section 2.3. Prior to any proposed
sale, assignment, transfer or pledge of any Restricted Securities (other than
(i) a transfer not involving a change in beneficial ownership, (ii) in
transactions involving the distribution without consideration of Restricted
Securities by the holder to any of its
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partners, or retired partners, or to the estate of any of its partners or
retired partners, or (iii) in transactions in compliance with Rule 144), unless
there is in effect a registration statement under the Securities Act covering
the proposed transfer, the holder thereof shall give written notice to the
Company of such holder's intention to effect such transfer, sale, assignment or
pledge. Each such notice shall describe the manner and circumstances of the
proposed transfer, sale, assignment or pledge in sufficient detail. Such
transfer, sale, assignment or pledge must be approved by counsel to the Company
as being in compliance with applicable securities laws, such approval not to be
unreasonably withheld. Each certificate evidencing the Restricted Securities
transferred as above provided shall bear, except if such transfer is made
pursuant to Rule 144, the appropriate restrictive legend set forth in Section
2.2 above, except that such certificate shall not bear such restrictive legend
if in the opinion of counsel for such holder and the Company such legend is not
required in order to establish compliance with any provision of the Securities
Act.
2.4 REQUESTED REGISTRATION.
(a) REQUEST FOR REGISTRATION. In case the Company shall receive
from Initiating Holders a written request that the Company effect any
registration, qualification or compliance, the Company will:
(i) within twenty (20) days give written notice of the
proposed registration, qualification or compliance to all other Holders; and
(ii) use its best efforts, and in any event within a
reasonable period to effect such registration, qualification or compliance
(including, without limitation, appropriate qualification under applicable blue
sky or other state securities laws and appropriate compliance with applicable
regulations issued under the Securities Act and any other governmental
requirements or regulations) as may be so requested and as would permit or
facilitate the sale and distribution of all or such portion of such Registrable
Securities as are specified in such request, together with all or such portion
of the Registrable Securities of any Holder or Holders joining in such request
as are specified in a written request received by the Company within twenty
(20) days after receipt of such written notice from the Company;
Provided, however, that the Company shall not be obligated to take any
action to effect any such registration, qualification or compliance pursuant to
this Section 2.4:
(A) In any particular jurisdiction in which the
Company would be required to execute a general consent to service of process in
effecting such registration, qualification or compliance unless the Company is
already subject to service in such jurisdiction and except as may be required
by the Securities Act;
(B) Prior to six (6) months after the effective
date of the Company's first registered public offering of its stock, or the
fifth anniversary of the Closing Date, whichever is earlier;
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(C) During the period starting with the date sixty
(60) days prior to the Company's estimated date of filing of, and ending on the
date six (6) months immediately following the effective date of, any
registration statement pertaining to securities of the Company (other than a
registration of securities in a Rule 145 transaction or with respect to an
employee benefit plan), provided that the Company is actively employing in good
faith all reasonable efforts to cause such registration statement to become
effective;
(D) After the Company has effected two such
registrations pursuant to this subparagraph 2.4(a), and such registrations have
been declared or ordered effective; provided however, that if the request for a
registration is subsequently withdrawn at the request of the Holders of a
majority of the Registrable Securities (the "Requesting Holders"), then such
Requesting Holders shall, at such Holder's option, either (i) be required to
pay all Registration Expenses, or (ii) lose one of their rights to cause the
Company to effect a registration under this Section 2.4. Provided, further
however, that if the requested registration is withdrawn and at the time of
such withdrawal the Holders have learned of a material adverse change in the
condition, business or prospects of the Company from that known to the Holders
at the time of their request and have withdrawn the request with reasonable
promptness following disclosure by the Company of such material adverse change,
then the Holders shall not be required to pay any of such expenses and shall
retain their rights pursuant to Section 2.4.
(E) If the Company shall furnish to such Holders a
certificate signed by the President of the Company stating that in the good
faith judgment of the Board of Directors it would be seriously detrimental to
the Company or its stockholders for a registration statement to be filed in the
near future, then the Company's obligation to use its best efforts to register,
qualify or comply under this Section 2.4 shall be deferred for a period not to
exceed one hundred eighty (180) days from the date of receipt of written
request from the Initiating Holders, provided that the Company may not exercise
this deferral right more than once per twelve month period.
Subject to the foregoing clauses (A) through (E), the Company shall file
a registration statement covering the Registrable Securities so requested to be
registered as soon as practicable, after receipt of the request or requests of
the Initiating Holders.
(b) UNDERWRITING. In the event that a registration pursuant to
Section 2.4 is for a registered public offering involving an underwriting, the
Company shall so advise the Holders as part of the notice given pursuant to
Section 2.4(a)(i). In such event, the right of any Holder to registration
pursuant to Section 2.4 shall be conditioned upon such Holder's participation
in the underwriting arrangements required by this Section 2.4, and the
inclusion of such Holder's Registrable Securities in the underwriting to the
extent requested shall be limited to the extent provided herein.
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The Company shall (together with all Holders proposing to distribute
their securities through such underwriting) enter into an underwriting
agreement in customary form with the managing underwriter selected for such
underwriting by a majority in interest of the Initiating Holders, but subject
to the Company's reasonable approval. Notwithstanding any other provision of
this Section 2.4, if the managing underwriter advises the Initiating Holders in
writing that marketing factors require a limitation of the number of shares to
be underwritten, then the Company shall so advise all holders of Registrable
Securities and the number of shares of Registrable Securities that may be
included in the registration and underwriting shall be allocated, among all
Holders in proportion, as nearly as practicable, to the respective amounts of
Registrable Securities held by such Holders at the time of filing the
registration statement. Provided however, that the number of shares of
Registrable Securities to be included in such underwriting shall not be reduced
unless all other securities are first entirely excluded from the underwriting.
No Registrable Securities excluded from the underwriting by reason of the
underwriter's marketing limitation shall be included in such registration. To
facilitate the allocation of shares in accordance with the above provisions,
the Company or the underwriters may round the number of shares allocated to any
Holder to the nearest 100 shares.
If any Holder of Registrable Securities disapproves of the terms of the
underwriting, such person may elect to withdraw therefrom by written notice to
the Company, the managing underwriter and the Initiating Holders. The
Registrable Securities and/or other securities so withdrawn shall also be
withdrawn from registration, and such Registrable Securities shall not be
transferred in a public distribution prior to ninety (90) days after the
effective date of such registration, or such other shorter period of time as
the underwriters may require.
2.5 COMPANY REGISTRATION.
(a) NOTICE OF REGISTRATION. If at any time or from time to time
the Company shall determine to register any of its securities, either for its
own account or the account of a security holder or holders, other than (i) a
registration relating solely to employee benefit plans, or (ii) a registration
relating solely to a Commission Rule 145 transaction, the Company will:
(i) promptly give to each Holder written notice thereof;
and
(ii) include in such registration (and any related
qualification under blue sky laws or other compliance), and in any underwriting
involved therein, all the Registrable Securities specified in a written request
or requests, made within twenty (20) days after receipt of such written notice
from the Company, by any Holder.
(b) UNDERWRITING. If the registration of which the Company
gives notice is for a registered public offering involving an underwriting, the
Company shall so advise the Holders as a part of the written notice given
pursuant to Section 2.5(a)(i). In such event the right of any Holder to
registration pursuant to Section 2.5 shall be conditioned upon such Holder's
participation in such underwriting and the inclusion of Registrable Securities
in the underwriting to the extent provided
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herein. All Holders proposing to distribute their securities through such
underwriting shall (together with the Company and the other holders
distributing their securities through such underwriting) enter into an
underwriting agreement in customary form with the managing underwriter selected
for such underwriting by the Company. Notwithstanding any other provision of
this Section 2.5, if the managing underwriter determines that marketing factors
require a limitation of the number of shares to be underwritten, the managing
underwriter may limit the Registrable Securities to be included in such
registration (i) in the case of the Company's initial public offering, to zero,
and (ii) in the case of any other offering, to an amount no less than 25% of
all shares to be included in such offering, provided, however, that (a) all
shares that are not Registrable Securities and are held by any person other
than an officer or director of the Company shall be excluded from such
registration and underwriting before any Registrable Securities are so excluded
and (b) that for each share of Registrable Securities excluded from such
registration, three shares of officers and directors shall be excluded from
such registration. The Company shall so advise all Holders and other holders
distributing their securities through such underwriting and the number of
shares of Registrable Securities that may be included in the registration and
underwriting shall be allocated among all the Holders in proportion, as nearly
as practicable, to the respective amounts of Registrable Securities held by
such Holder at the time of filing the Registration Statement. To facilitate the
allocation of shares in accordance with the above provisions, the Company may
round the number of shares allocated to any Holder or holder to the nearest 100
shares. If any Holder or holder disapproves of the terms of any such
underwriting, he may elect to withdraw therefrom by written notice to the
Company and the managing underwriter. Any securities excluded or withdrawn from
such underwriting shall be withdrawn from such registration, and shall not be
transferred in a public distribution prior to ninety (90) days after the
effective date of the registration statement relating thereto, or such other
shorter period of time as the underwriters may require.
(c) RIGHT TO TERMINATE REGISTRATION. The Company shall have the
right to terminate or withdraw any registration initiated by it under this
Section 2.5 prior to the effectiveness of such registration whether or not any
Holder has elected to include securities in such registration.
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2.6 REGISTRATION ON FORM S-3.
(a) Any Holder or Holders (other than the Founders) may request
that the Company file a registration statement on Form S-3 (or any successor
form to Form S-3) for a public offering of shares of the Registrable Securities
the reasonably anticipated aggregate price to the public of which, net of
underwriting discounts and commissions, would exceed $1,000,000, and the
Company is a registrant entitled to use Form S-3 to register the Registrable
Securities for such an offering, the Company shall use its best efforts to
cause such Registrable Securities to be registered for the offering on such
form and to cause such Registrable Securities to be qualified in such
jurisdictions as such Holder or Holders may reasonably request; provided,
however, that the Company shall not be required to effect more than two
registrations pursuant to this Section 2.6 in any twelve (12) month period. The
Company shall inform other Holders of the proposed registration and offer them
the opportunity to participate. The substantive provisions of Section 2.4(b)
shall be applicable to each registration initiated under this Section 2.6.
(b) Notwithstanding the foregoing, the Company shall not be
obligated to take any action pursuant to this Section 2.6: (i) in any
particular jurisdiction in which the Company would be required to execute a
general consent to service of process in effecting such registration,
qualification or compliance unless the Company is already subject to service in
such jurisdiction and except as may be required by the Securities Act; (ii) if
the Company, within ten (10) days of the receipt of the request of the
Initiating Holders, gives notice of its bona fide intention to effect the
filing of a registration statement with the Commission within sixty (60) days
of receipt of such request (other than with respect to a registration statement
relating to a Rule 145 transaction, an offering solely to employees or any
other registration which is not appropriate for the registration of Registrable
Securities); (iii) during the period starting with the date sixty (60) days
prior to the Company's estimated date of filing of, and ending on the date
three (3) months immediately following, the effective date of any registration
statement pertaining to securities of the Company (other than a registration of
securities in a Rule 145 transaction or with respect to an employee benefit
plan), provided that the Company is actively employing in good faith all
reasonable efforts to cause such registration statement to become effective; or
(iv) if the Company shall furnish to such Holder a certificate signed by the
President of the Company stating that in the good faith judgment of the Board
of Directors it would be seriously detrimental to the Company or its
stockholders for registration statements to be filed in the near future, then
the Company's obligation to use its best efforts to file a registration
statement shall be deferred for a period not to exceed ninety (90) days from
the receipt of the request to file such registration by such Holder, provided
that the Company may not exercise this deferral right more than twice per
twelve month period.
2.7 EXPENSES OF REGISTRATION. All Registration Expenses incurred in
connection with all registrations pursuant to Sections 2.4, 2.5 and 2.6 shall
be borne by the Company. All Selling Expenses relating to securities registered
on behalf of Holders shall be borne by the Holders of such securities pro rata
on the basis of the number of shares so registered.
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2.8 REGISTRATION PROCEDURES. In the case of each registration,
qualification or compliance effected by the Company pursuant to this Section 2,
the Company will keep each Holder advised in writing as to the initiation of
each registration, qualification and compliance and as to the completion
thereof. At its expense the Company will:
(a) Prepare and file with the Commission a registration
statement with respect to such securities and use its best efforts to cause
such registration statement to become and remain effective for at least one
hundred eighty (180) days or until the distribution described in the
Registration Statement has been completed.
(b) Furnish to the Holders participating in such registration
and to the underwriters of the securities being registered such reasonable
number of copies of the registration statement, preliminary prospectus, final
prospectus and such other documents as such underwriters may reasonably request
in order to facilitate the public offering of such securities.
(c) No Holder shall have any right to obtain or seek an
injunction restraining or otherwise delaying any such registration as the
result of any controversy that might arise with respect to the interpretation
or implementation of this Section 2.
(d) Prepare and file with the SEC such amendments and
supplements to such registration statement and the prospectus used in
connection with such registration statement as may be necessary to comply with
the provisions of the Act with respect to the disposition of all securities
covered by such registration statement.
(e) Use its best efforts to register and qualify the securities
covered by such registration statement under such other securities or Blue Sky
laws of such jurisdictions as shall be reasonably requested by the Holders,
provided that the Company shall not be required in connection therewith or as a
condition thereto to qualify to do business or to file a general consent to
service of process in any such states or jurisdictions.
(f) Notify each Holder of Registrable Securities covered by
such registration statement at any time when a prospectus relating thereto is
required to be delivered under the Act of the happening of any event as a
result of which the prospectus included in such registration statement, as then
in effect, includes an untrue statement of a material fact or omits to state a
material fact required to be stated therein or necessary to make the statements
therein not misleading in the light of the circumstances then existing.
(g) Furnish, at the request of any Holder requesting
registration of Registrable Securities, on the date that such Registrable
Securities are delivered to the underwriters for sale, if such securities are
being sold through underwriters, or, if such securities are not being sold
through underwriters, on the date that the registration statement with respect
to such securities becomes effective, (i) an opinion, dated as of such date, of
the counsel representing the Company for the purposes of such registration, in
form and substance as is customarily given to underwriters in an
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underwritten public offering and reasonably satisfactory to a majority in
interest of the Holders requesting registration, addressed to the underwriters,
if any and (ii) a "comfort" letter dated as of such date, from the independent
certified public accountants of the Company, in form and substance as is
customarily given by independent certified public accountants to underwriters
in an underwritten public offering and reasonably satisfactory to a majority in
interest of the Holders requesting registration, addressed to the underwriters,
if any.
2.9 INDEMNIFICATION.
(a) The Company will indemnify each Holder, each of its
officers, directors, trustees and partners, and each person controlling such
Holder within the meaning of Section 15 of the Securities Act, with respect to
which registration, qualification or compliance has been effected pursuant to
this Section 2, and each underwriter, if any, and each person who controls any
underwriter within the meaning of Section 15 of the Securities Act, against all
expenses, claims, losses, damages or liabilities (or actions in respect
thereof), including any of the foregoing incurred in settlement of any
litigation, commenced or threatened, arising out of or based on any untrue
statement (or alleged untrue statement) of a material fact contained in any
registration statement, prospectus, offering circular or other document, or any
amendment or supplement thereto, incident to any such registration,
qualification or compliance, or based on any omission (or alleged omission) to
state therein a material fact required to be stated therein or necessary to
make the statements therein, in light of the circumstances in which they were
made, not misleading, or any violation (or alleged violation) by the Company of
the Securities Act or the Securities Exchange Act of 1934, as amended (the
"Exchange Act") or any state securities law or any rule or regulation
promulgated thereunder applicable to the Company in connection with any such
registration, qualification or compliance, and the Company will reimburse each
such Holder, each of its officers, trustees and directors, and each person
controlling such Holder, each such underwriter and each person who controls any
such underwriter, for any legal and any other expenses reasonably incurred in
connection with investigating, preparing or defending any such claim, loss,
damage, liability or action, provided that the Company will not be liable in
any such case to the extent that any such claim, loss, damage, liability or
expense arises out of or is based on any untrue statement or omission or
alleged untrue statement or omission, made in reliance upon and in conformity
with written information furnished to the Company by an instrument duly
executed by any Holder, controlling person or underwriter and stated to be
specifically for use therein; provided, however, that the foregoing indemnity
agreement is subject to the condition that, insofar as it relates to any such
untrue statement, alleged untrue statement, omission or alleged omission made
in a preliminary prospectus on file with the Commission at the time the
registration statement becomes effective or the amended prospectus filed with
the Commission pursuant to Rule 424(b) (the "Final Prospectus"), such indemnity
agreement shall not inure to the benefit of any underwriter or any Holder, if
there is no underwriter, if a copy of the Final Prospectus was not furnished to
the person asserting the loss, liability, claim or damage at or prior to the
time such action is required by the Securities Act.
(b) Each Holder will, if Registrable Securities held by such
Holder are included in the securities as to which such registration,
qualification or compliance is being effected, indemnify
12
the Company, each of its directors and officers, each underwriter, if any, of
the Company's securities covered by such a registration statement, each person
who controls the Company or such underwriter within the meaning of Section 15
of the Securities Act, and each other such Holder, each of its officers,
trustees and directors and each person controlling such Holder within the
meaning of Section 15 of the Securities Act, against all claims, losses,
damages and liabilities (or actions in respect thereof) arising out of or based
on any untrue statement (or alleged untrue statement) of a material fact
contained in any such registration statement, prospectus, offering circular or
other document, or any omission (or alleged omission) to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading, and will reimburse the Company, such Holders, such
directors, officers, trustees, persons, underwriters or control persons for any
legal or any other expenses reasonably incurred in connection with
investigating or defending any such claim, loss, damage, liability or action,
in each case to the extent, but only to the extent, that such untrue statement
(or alleged untrue statement) or omission (or alleged omission) is made in such
registration statement, prospectus, offering circular or other document in
reliance upon and in conformity with written information furnished to the
Company by an instrument duly executed by such Holder and stated to be
specifically for use therein; provided, however, that the foregoing indemnity
agreement is subject to the condition that, insofar as it relates to any untrue
statement, alleged untrue statement, omission or alleged omission made in a
preliminary prospectus on file with the Commission at the time the registration
statement becomes effective or in the Final Prospectus, such indemnity
agreement shall not inure to the benefit of any underwriter or any Holder, if
there is no underwriter, if a copy of the Final Prospectus was not furnished to
the person asserting the loss, liability, claim or damage at or prior to the
time such action is required by the Securities Act. Notwithstanding the
foregoing, the liability of each Holder under this subsection (b) shall be
limited in an amount equal to the net proceeds of the initial public offering
received by such Holder; provided, however, such limitation shall not apply in
the case of willful fraud by such Holder.
(c) Each party entitled to indemnification under this Section
2.9 (the "Indemnified Party") shall give notice to the party required to
provide indemnification (the "Indemnifying Party") promptly after such
Indemnified Party has actual knowledge of any claim as to which indemnity may
be sought, and the Indemnifying Party shall have the option to assume the
defense of any such claim or any litigation resulting therefrom, provided that
counsel for the Indemnifying Party, who shall conduct the defense of such claim
or litigation, shall be approved by the Indemnified Party (whose approval shall
not unreasonably be withheld), and the Indemnified Party may participate in
such defense at such party's expense, and provided further that the failure of
any Indemnified Party to give notice as provided herein shall not relieve the
Indemnifying Party of its obligations under this Section 2 unless the failure
to give such notice is materially prejudicial to an Indemnifying Party's
ability to defend such action and provided further, that the Indemnifying Party
shall not assume the defense for matters as to which there is a conflict of
interest or separate and different defenses. No claim may be settled without
the consent of the Indemnifying Party (which consent shall not be unreasonably
withheld). No Indemnifying Party, in the defense of any such claim or
litigation, shall, except with the consent of each Indemnified Party, consent
to entry of any judgment or enter into any settlement which does not include as
an unconditional term thereof the giving by the claimant or plaintiff to such
Indemnified Party of a release from all liability in respect to such claim or
litigation.
13
(d) If the indemnification provided for in this Section 2.9 is
held by a court of competent jurisdiction to be unavailable to an indemnified
party with respect to any loss, liability, claim, damage or expense referred to
therein, then the indemnifying party, in lieu of indemnifying such indemnified
party hereunder, shall contribute to the amount paid or payable by such
indemnified party as a result of such loss, liability, claim, damage or expense
in such proportion as is appropriate to reflect the relative fault of the
indemnifying party on the one hand and of the indemnified party on the other in
connection with the statements or omissions that resulted in such loss,
liability, claim, damage or expense as well as any other relevant equitable
considerations; PROVIDED that in no event shall any contribution by a Holder
under this Subsection 2.9(d) exceed the net proceeds from the initial public
offering received by such Holder, except in the case of willful fraud by such
Holder. The relative fault of the indemnifying party and of the indemnified
party shall be determined by reference to, among other things, whether the
untrue or alleged untrue statement of a material fact or the omission to state
a material fact relates to information supplied by the indemnifying party or by
the indemnified party and the parties' relative intent, knowledge, access to
information, and opportunity to correct or prevent such statement or omission.
(e) Notwithstanding the foregoing, to the extent that the
provisions on indemnification and contribution contained in the underwriting
agreement entered into in connection with the underwritten public offering are
in conflict with the foregoing provisions, the provisions in the underwriting
agreement shall control.
(f) The obligations of the Company and the Holders under this
Section 2.9 shall survive the completion of any offering of Registrable
Securities in a registration statement under this Section 2, and otherwise.
2.10 INFORMATION BY HOLDER. The Holder or Holders of Registrable
Securities included in any registration shall furnish to the Company such
information regarding such Holder or Holders, the Registrable Securities held
by them and the distribution proposed by such Holder or Holders as the Company
may request in writing and as shall be required in connection with any
registration, qualification or compliance referred to in this Section 2.
2.11 RULE 144 REPORTING. With a view to making available the benefits
of certain rules and regulations of the Commission which may at any time permit
the sale of the Restricted Securities to the public without registration, after
such time as a public market exists for the Common Stock of the Company, the
Company agrees to use its best efforts to:
(a) Make and keep public information available, as those terms
are understood and defined in Rule 144 under the Securities Act, at all times
after the effective date that the Company becomes subject to the reporting
requirements of the Securities Act or the Securities Exchange Act of 1934, as
amended.
14
(b) File with the Commission in a timely manner all reports and
other documents required of the Company under the Securities Act and the
Securities Exchange Act of 1934, as amended (at any time after it has become
subject to such reporting requirements).
(c) So long as the Investor owns any Restricted Securities to
furnish to the Investor forthwith upon request a written statement by the
Company as to its compliance with the reporting requirements of said Rule 144
(at any time after ninety (90) days after the effective date of the first
registration statement filed by the Company for an offering of its securities
to the general public), and of the Securities Act and the Securities Exchange
Act of 1934 (at any time after it has become subject to such reporting
requirements), a copy of the most recent annual or quarterly report of the
Company, and such other reports and documents of the Company and other
information in the possession of or reasonably obtainable by the Company as the
Investor may reasonably request in availing itself of any rule or regulation of
the Commission allowing the Investor to sell any such securities without
registration.
2.12 TRANSFER OF REGISTRATION RIGHTS. The rights to cause the Company
to register securities granted Investor under Sections 2.4, 2.5 and 2.6 may be
assigned to a transferee or assignee in connection with any transfer or
assignment of Registrable Securities by the Purchaser provided that: (i) such
transfer may otherwise be effected in accordance with applicable securities
laws, and (ii) such assignee or transferee acquires at least 50% of the
Registrable Securities held by the Investor (appropriately adjusted for
recapitalizations). Notwithstanding the foregoing, the rights to cause the
Company to register securities may be assigned to any constituent partner of
the Investor, without compliance with item (ii) above, provided written notice
thereof is promptly given to the Company.
2.13 STANDOFF AGREEMENT. In connection with the Company's initial
public offering of the Company's securities, the Holder agrees, upon request of
the Company or the underwriters managing any underwritten offering of the
Company's securities, not to sell, make any short sale of, loan, grant any
option for the purchase of, or otherwise dispose of any Registrable Securities
(other than those included in the registration) without the prior written
consent of the Company or such underwriters, as the case may be, for such
period of time (not to exceed one hundred eighty (180) days) from the effective
date of such registration as may be requested by the underwriters, provided
that the officers and directors of the Company who own stock of the Company
also agree to such restrictions.
2.14 TERMINATION. The rights to cause the Company to register
securities granted Investor under Section 2.4, 2.5 and 2.6 shall expire upon
the earlier of five (5) years after the Company's initial public offering or,
for a particular holder of Registrable Securities, at such time as such holder
owns securities constituting less than 1% of the outstanding voting stock of
the Company and is able to dispose of all such securities in one three month
period pursuant to Rule 144.
2.15 NO REGISTRATION RIGHTS TO THIRD PARTIES. Without the prior
written consent of the Holders, other than the Founders, of a majority in
interest of the Registrable Securities then outstanding, other than the
Founder's Shares, the Company covenants and agrees that it shall not
15
grant, or cause or permit to be created, for the benefit of any person or
entity any registration rights of any kind (whether similar to the demand,
"piggyback" or Form S-3 registration rights described in this Article 2, or
otherwise) relating to shares of the Company's Preferred or any other voting
securities of the Company, other than rights that are on a parity with or
subordinate in right to the Purchaser.
SECTION 3
RIGHT OF FIRST REFUSAL
3.1 INVESTOR'S RIGHT OF FIRST REFUSAL. The Company hereby grants to
each Investor the right of first refusal to purchase a Pro Rata share of, any
part of New Securities (as defined in this Section 3.1) which the Company may,
from time to time, propose to sell and issue. A Pro Rata Share, for purposes of
this right of first refusal, is the ratio that the sum of the number of shares
of Common Stock then held by the Investor and the number of shares of Common
Stock issuable upon conversion of the Preferred then held by such Investor
bears to the sum of the total number of shares of Common Stock then outstanding
and the number of shares of Common Stock issuable upon conversion of the then
outstanding Preferred Stock.
(a) Except as set forth below, "New Securities" shall mean any
shares of capital stock of the Company including Common Stock and Preferred
Stock, whether now authorized or not, and rights, options or warrants to
purchase said shares of Common Stock or Preferred Stock, and securities of any
type whatsoever that are, or may become, convertible into said shares of Common
Stock or Preferred Stock. Notwithstanding the foregoing, "New Securities" does
not include shares issued or issuable (i) upon conversion of shares of
Preferred Stock; (ii) up to 25% of the fully-diluted shares at the time of such
sale, to directors or employees of, or consultants to, the Company pursuant to
a stock grant, option plan or purchase plan or other employee stock incentive
program approved by the Board of Directors; (iii) as a dividend or distribution
on the Preferred Stock and Common Stock; (iv) in connection with any
transaction in which more than fifty percent (50%) of the voting power of the
Company is disposed of, as approved by a majority of the outside directors; (v)
in connection with corporate partnerships as approved by a majority of the
outside directors; (vi) in connection with bank or lease financings, up to 15%
of the total amount of such financings, unless such cap is waived by a majority
of the outside directors; or (vii) stock issued pursuant to any rights or
agreements including without limitation convertible securities, options and
warrants, provided that the rights of first refusal established by this Section
3.1 apply with respect to the initial sale or grant by the Company of such
rights or agreements.
(b) In the event the Company proposes to undertake an issuance
of New Securities, it shall give each Investor written notice of its intention,
describing the type of New Securities, and the price and terms upon which the
Company proposes to issue the same. Each Investor shall be entitled to purchase
their pro rata share of the New Securities available for purchase plus a pro
rata portion of any shares not purchased by other Investors or, if only one
Investor elects
16
to purchase, such Investor may purchase all New Securities. Each Investor shall
have ten (10) business days from the date of receipt of any such notice to
agree to purchase up to their respective Pro Rata Shares of such New Securities
for the price and upon the terms specified in the notice by giving written
notice to the Company. The notice shall state the quantity of the pro rata
allotment of New Securities to be purchased and how many additional shares will
be purchased if other Investors do not fully exercise their right of first
refusal. If an Investor fails to respond in writing within this ten-day period,
the right of such Investor to acquire its proportionate part of the New
Securities shall terminate. If one or more Investors do not elect to acquire
their full pro rata share of the New Securities available, the unsubscribed
shares shall be allocated pro rata to each other Investor which indicated it
desired to purchase additional shares, based on the total number of shares of
the Preferred Stock held by each purchasing Investor. The Company shall
allocate and reallocate the shares available according to this procedure. All
allocations and reallocations pursuant to this Section 3 must be completed
within five (5) business days after the end of the ten (10) business day period
referred to above.
(c) After the fifteen (15) business day period, the Company
shall have ninety (90) days thereafter to sell or enter into an agreement
(pursuant to which the sale of New Securities covered thereby shall be closed,
if at all, within sixty (60) days from the date of said agreement) to sell the
New Securities not elected to be purchased by the Investor at the price and
upon the terms no more favorable to the purchasers of such securities than
specified in the Company's notice. In the event the Company has not sold the
New Securities or entered into an agreement to sell the New Securities within
said ninety (90) day period (or sold and issued New Securities in accordance
with the foregoing within sixty (60) days from the date of said agreement), the
Company shall not thereafter issue or sell any New Securities, without first
offering such securities in the manner provided above.
(d) The right of first refusal granted hereunder shall expire
upon the first to occur of the following: (i) the closing of a Qualified IPO;
or (ii) a merger, consolidation or other transaction in which more than fifty
percent (50%) of the vesting power of the Company is disposed of.
(e) The right of first refusal hereunder is not assignable
except by an Investor to (i) any wholly-owned subsidiary or constituent partner
who acquires at least 100,000 shares of Preferred and/or Common Stock issued
upon conversion of the Preferred (appropriately adjusted for
recapitalizations), or (ii) any other party who purchases at least 50% of the
Investor's shares (but not less than 100,000 shares) of Preferred or Common
Stock issued on conversion of the Preferred (approximately adjusted for
recapitalization).
17
SECTION 4
PROPOSED TRANSFERS
4.1 RESTRICTION ON TRANSFER OF PREFERRED STOCK. Subject to the terms
and conditions of this Agreement and compliance with all applicable securities
laws, the Registrable Securities held by Investors may be transferred to any
individual, corporation, partnership, trust, unincorporated organization or any
other entity or organization not in direct competition with the Company.
Whether or not a proposed transferee is a direct competitor of the Company will
be determined in good faith by the Board of Directors of the Company.
SECTION 5
MISCELLANEOUS
5.1 TERM AND TERMINATION. This Agreement shall become effective upon
the Closing under the Series B Agreement. Sections 1.1, 1.2 and 1.5 shall
terminate in accordance with the terms of Section 1.3; Section 2 shall
terminate upon the satisfaction of the covenants thereunder by the parties, and
Section 3 shall terminate in accordance with Section 3.1(d).
5.2 WAIVERS AND AMENDMENTS. With the written consent of the Investors
holding more than 50% of the Registrable Securities then outstanding, the
obligations of the Company and the rights of the Investors under this
Agreement, other than Section 5, may be waived (either generally or in a
particular instance, either retroactively or prospectively and either for a
specified period of time or indefinitely), and with the same consent the
Company, when authorized by resolution of its Board of Directors, may enter
into a supplementary agreement for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of this Agreement,
other than Section 5, provided however, that any amendment, waiver, discharge
or termination of any provision hereof, other than Section 5, which would have
the effect of altering the rights of the Holders of the Founders' Shares in
relation to the rights of Holders of other Registrable Securities shall not be
effective unless approved by the Holders of a majority interest of the
Founders' Shares. Upon the effectuation of each such waiver, consent,
agreement, amendment or modification the Company shall promptly give written
notice thereof to the record holders of the Preferred or Common Stock issued or
issuable pursuant to conversion of the Preferred who have not previously
consented thereto in writing. Neither this Agreement nor any provisions hereof
may be changed, waived, discharged or terminated orally, but only by a signed
statement in writing. Section 5 of this Agreement may be amended or waived only
by the written consent of the Company, Intel and 50% of the Registrable
Securities then held by Series B Stockholders.
5.3 GOVERNING LAW. This Agreement shall be governed in all respects
by the laws of the State of California as such laws are applied to agreements
between California residents entered into and to be performed entirely within
California.
18
5.4 SUCCESSORS AND ASSIGNS. Except as otherwise expressly provided
herein, the provisions hereof shall inure to the benefit of, and be binding
upon, the successors, assigns, heirs, executors and administrators of the
parties hereto.
5.5 ENTIRE AGREEMENT. This Agreement constitutes the full and entire
understanding and agreement between the parties with regard to the subjects
hereof.
5.6 NOTICES, ETC. Any notice required or permitted by this Agreement
shall be in writing and shall be deemed sufficient upon delivery, when
delivered personally or by overnight courier or sent by telegram or fax, or
forty-eight (48) hours after being deposited in the U.S. mail, as certified or
registered mail, with postage prepaid, addressed to the party to be notified at
such party's address as follows: (i) if to the Series A Stockholder, Intel
Corporation, 0000 Xxxxxxx Xxxxxxx Xxxxxxxxx, Xxxxx Xxxxx, XX 00000, Attention:
Treasurer, with a copy to Intel Corporation, 0000 Xxxxxxx Xxxxxxx Xxxxxxxxx,
Xxxxx Xxxxx, XX 00000, Attention: General Counsel, or as subsequently modified
by written notice, (ii) if to any other holder of any shares subject to this
Agreement, including the Founders, at such address as such holder shall have
furnished to the Company in writing, or, until any such holder so furnishes an
address to the Company, then to and at the address of the last holder of such
shares who has so furnished an address to the Company, and (iii) if to the
Company, Integrated Telecom Express, Inc., 0000 Xxxxx Xxxxxx, Xxxxx Xxxxx,
Xxxxxxxxxx 00000, Attention: Xxxxxxx Xxxxx, with a copy to Xxxxxx Xxxxxxx
Xxxxxxxx & Xxxxxx, 000 Xxxx Xxxx Xxxx, Xxxx Xxxx, Xxxxxxxxxx 00000, Attention:
Xxxxxx Xxxxx.
5.7 SEVERABILITY OF THIS AGREEMENT. If any provision of this
Agreement shall be judicially determined to be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby.
5.8 TITLES AND SUBTITLES. The titles of the paragraphs and
subparagraphs of this Agreement are for convenience of reference only and are
not to be considered in construing this Agreement.
5.9 COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which shall be an original, but all of which together
shall constitute one instrument.
5.10 DELAYS OR OMISSIONS. It is agreed that no delay or omission to
exercise any right, power or remedy accruing to the Investor, upon any breach
or default of the Company under this Agreement, shall impair any such right,
power or remedy, nor shall it be construed to be a waiver of any such breach or
default, or any acquiescence therein, or of any similar breach or default
thereafter occurring; nor shall any waiver of any single breach or default be
deemed a waiver of any other breach or default theretofore or thereafter
occurring. It is further agreed that any waiver, permit, consent or approval of
any kind or character by the Investor of any breach or default under this
Agreement, or any waiver by the Investor of any provisions or conditions of
this Agreement must be in writing and shall be effective only to the extent
specifically set forth in writing and that all
19
remedies, either under this Agreement, or by law or otherwise afforded to the
Investor, shall be cumulative and not alternative.
5.11 STOCK SPLITS. All references to the number of shares in this
Agreement shall be appropriately adjusted to reflect any stock split, stock
dividend or other change in the capital stock which may be made by the Company
after the Closing Date.
5.12 CONFIDENTIALITY AND NON-DISCLOSURE. The company and the Series A
Stockholder hereto agree to be bound by the confidentiality and non-disclosure
provisions of a side letter agreement executed by the parties on October 27,
1998.
5.13 ADDITIONAL PREFERRED STOCK INVESTORS. If any party, after the
date hereof, acquires shares of Series B Preferred Stock from the Company and
executes this Agreement or a counterpart signature page to this Agreement, then
such party shall be deemed a Series B Stockholder and an Investor for all
purposes of this Agreement.
[REMAINDER OF THIS PAGE LEFT BLANK INTENTIONALLY]
20
IN WITNESS WHEREOF, the parties have executed this Stockholders'
Agreement as of the date first written above.
THE COMPANY
INTEGRATED TELECOM EXPRESS, INC.
By: /s/ Xxxxxxx X. Xxxxx
-----------------------------------------------
Xxxxxxx X. Xxxxx
President and Chief Executive Officer
SERIES A STOCKHOLDER
INTEL CORPORATION
--------------------------------------------------
(Print Name)
/s/ Xxxx Xxxx
--------------------------------------------------
(Signature)
Xxxx Xxxx, Assistant Treasurer
--------------------------------------------------
(Print Name and title of signatory, if applicable)
SERIES B STOCKHOLDERS
X. X. XXXXX
--------------------------------------------------
(Print Name)
/s/ X. X. Xxxxx
--------------------------------------------------
(Signature)
Taiwan Special Opportunities Fund II
--------------------------------------------------
(Print Name and title of signatory, if applicable)
SIGNATURE PAGE FOR INTEGRATED TELECOM EXPRESS, INC.
AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT
***FIRST AMENDED AND RESTATED SHAREHOLDERS' AGREEMENT***
IN WITNESS WHEREOF, the parties have executed this Stockholders'
Agreement as of the date first written above.
THE COMPANY
INTEGRATED TELECOM EXPRESS, INC.
By: /s/ Xxxxxxx X. Xxxxx
-----------------------------------------------
Xxxxxxx X. Xxxxx
President and Chief Executive Officer
SERIES A STOCKHOLDER
INTEL CORPORATION
--------------------------------------------------
(Print Name)
/s/ Xxxx Xxxx
--------------------------------------------------
(Signature)
Xxxx Xxxx, Assistant Treasurer
--------------------------------------------------
(Print Name and title of signatory, if applicable)
SERIES B STOCKHOLDERS
XXXX XXX
--------------------------------------------------
(Print Name)
/s/ Xxxx Xxx
--------------------------------------------------
(Signature)
Xxxxxxx Investment Corporation, Chairman
--------------------------------------------------
(Print Name and title of signatory, if applicable)
SIGNATURE PAGE FOR INTEGRATED TELECOM EXPRESS, INC.
AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT
***FIRST AMENDED AND RESTATED SHAREHOLDERS' AGREEMENT***
IN WITNESS WHEREOF, the parties have executed this Stockholders'
Agreement as of the date first written above.
THE COMPANY
INTEGRATED TELECOM EXPRESS, INC.
By: /s/ Xxxxxxx X. Xxxxx
-----------------------------------------------
Xxxxxxx X. Xxxxx
President and Chief Executive Officer
SERIES A STOCKHOLDER
INTEL CORPORATION
--------------------------------------------------
(Print Name)
/s/ Xxxx Xxxx
--------------------------------------------------
(Signature)
Xxxx Xxxx, Assistant Treasurer
--------------------------------------------------
(Print Name and title of signatory, if applicable)
SERIES B STOCKHOLDERS
CNET TECHNOLOGY INC
--------------------------------------------------
(Print Name)
Xxxxx Xxxxx
--------------------------------------------------
(Signature)
President
--------------------------------------------------
(Print Name and title of signatory, if applicable)
SIGNATURE PAGE FOR INTEGRATED TELECOM EXPRESS, INC.
AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT
***FIRST AMENDED AND RESTATED SHAREHOLDERS' AGREEMENT***
IN WITNESS WHEREOF, the parties have executed this Stockholders'
Agreement as of the date first written above.
THE COMPANY
INTEGRATED TELECOM EXPRESS, INC.
By: /s/ Xxxxxxx X. Xxxxx
-----------------------------------------------
Xxxxxxx X. Xxxxx
President and Chief Executive Officer
SERIES A STOCKHOLDER
INTEL CORPORATION
--------------------------------------------------
(Print Name)
/s/ Xxxx Xxxx
--------------------------------------------------
(Signature)
Xxxx Xxxx, Assistant Treasurer
--------------------------------------------------
(Print Name and title of signatory, if applicable)
SERIES B STOCKHOLDERS
MAGIC INTERNATIONAL CO., LTD.
--------------------------------------------------
(Print Name)
/s/ Sing Long Du
--------------------------------------------------
(Signature)
SING LONG DU - DIRECTOR
--------------------------------------------------
(Print Name and title of signatory, if applicable)
SIGNATURE PAGE FOR INTEGRATED TELECOM EXPRESS, INC.
AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT
***FIRST AMENDED AND RESTATED SHAREHOLDERS' AGREEMENT***
IN WITNESS WHEREOF, the parties have executed this Stockholders'
Agreement as of the date first written above.
THE COMPANY
INTEGRATED TELECOM EXPRESS, INC.
By: /s/ Xxxxxxx X. Xxxxx
-----------------------------------------------
Xxxxxxx X. Xxxxx
President and Chief Executive Officer
SERIES A STOCKHOLDER
INTEL CORPORATION
--------------------------------------------------
(Print Name)
/s/ Xxxx Xxxx
--------------------------------------------------
(Signature)
Xxxx Xxxx, Assistant Treasurer
--------------------------------------------------
(Print Name and title of signatory, if applicable)
SERIES B STOCKHOLDERS
PRIMUS TECHNOLOGY VENTURES, INC.
--------------------------------------------------
(Print Name)
/s/ Xxxx Xxx Xxxxx
--------------------------------------------------
(Signature)
XXXX XXX XXXXX, PRESIDENT
--------------------------------------------------
(Print Name and title of signatory, if applicable)
SIGNATURE PAGE FOR INTEGRATED TELECOM EXPRESS, INC.
AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT
***FIRST AMENDED AND RESTATED SHAREHOLDERS' AGREEMENT***
IN WITNESS WHEREOF, the parties have executed this Stockholders'
Agreement as of the date first written above.
THE COMPANY
INTEGRATED TELECOM EXPRESS, INC.
By: /s/ Xxxxxxx X. Xxxxx
-----------------------------------------------
Xxxxxxx X. Xxxxx
President and Chief Executive Officer
SERIES A STOCKHOLDER
INTEL CORPORATION
--------------------------------------------------
(Print Name)
/s/ Xxxx Xxxx
--------------------------------------------------
(Signature)
Xxxx Xxxx, Assistant Treasurer
--------------------------------------------------
(Print Name and title of signatory, if applicable)
SERIES B STOCKHOLDERS
XXX XXXX NIE
--------------------------------------------------
(Print Name)
/s/ Xxx Xxxx Nie
--------------------------------------------------
(Signature)
--------------------------------------------------
(Print Name and title of signatory, if applicable)
SIGNATURE PAGE FOR INTEGRATED TELECOM EXPRESS, INC.
AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT
***FIRST AMENDED AND RESTATED SHAREHOLDERS' AGREEMENT***
IN WITNESS WHEREOF, the parties have executed this Stockholders'
Agreement as of the date first written above.
THE COMPANY
INTEGRATED TELECOM EXPRESS, INC.
By: /s/ Xxxxxxx X. Xxxxx
-----------------------------------------------
Xxxxxxx X. Xxxxx
President and Chief Executive Officer
SERIES A STOCKHOLDER
INTEL CORPORATION
--------------------------------------------------
(Print Name)
/s/ Xxxx Xxxx
--------------------------------------------------
(Signature)
Xxxx Xxxx, Assistant Treasurer
--------------------------------------------------
(Print Name and title of signatory, if applicable)
SERIES B STOCKHOLDERS
FENG-YUH JUANG
--------------------------------------------------
(Print Name)
/s/ Feng-Yuh Juang
--------------------------------------------------
(Signature)
--------------------------------------------------
(Print Name and title of signatory, if applicable)
SIGNATURE PAGE FOR INTEGRATED TELECOM EXPRESS, INC.
AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT
***FIRST AMENDED AND RESTATED SHAREHOLDERS' AGREEMENT***
IN WITNESS WHEREOF, the parties have executed this Stockholders'
Agreement as of the date first written above.
THE COMPANY
INTEGRATED TELECOM EXPRESS, INC.
By: /s/ Xxxxxxx X. Xxxxx
-----------------------------------------------
Xxxxxxx X. Xxxxx
President and Chief Executive Officer
SERIES A STOCKHOLDER
INTEL CORPORATION
--------------------------------------------------
(Print Name)
/s/ Xxxx Xxxx
--------------------------------------------------
(Signature)
Xxxx Xxxx, Assistant Treasurer
--------------------------------------------------
(Print Name and title of signatory, if applicable)
SERIES B STOCKHOLDERS
HUI-TZU HU
--------------------------------------------------
(Print Name)
/s/ Hui-Tzu Hu
--------------------------------------------------
(Signature)
--------------------------------------------------
(Print Name and title of signatory, if applicable)
SIGNATURE PAGE FOR INTEGRATED TELECOM EXPRESS, INC.
AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT
***FIRST AMENDED AND RESTATED SHAREHOLDERS' AGREEMENT***
IN WITNESS WHEREOF, the parties have executed this Stockholders'
Agreement as of the date first written above.
THE COMPANY
INTEGRATED TELECOM EXPRESS, INC.
By: /s/ Xxxxxxx X. Xxxxx
-----------------------------------------------
Xxxxxxx X. Xxxxx
President and Chief Executive Officer
SERIES A STOCKHOLDER
INTEL CORPORATION
--------------------------------------------------
(Print Name)
/s/ Xxxx Xxxx
--------------------------------------------------
(Signature)
Xxxx Xxxx, Assistant Treasurer
--------------------------------------------------
(Print Name and title of signatory, if applicable)
SERIES B STOCKHOLDERS
CHEN-HEN TSEN
--------------------------------------------------
(Print Name)
/s/ Chen-hen Tsen
--------------------------------------------------
(Signature)
--------------------------------------------------
(Print Name and title of signatory, if applicable)
SIGNATURE PAGE FOR INTEGRATED TELECOM EXPRESS, INC.
AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT
***FIRST AMENDED AND RESTATED SHAREHOLDERS' AGREEMENT***
IN WITNESS WHEREOF, the parties have executed this Stockholders'
Agreement as of the date first written above.
THE COMPANY
INTEGRATED TELECOM EXPRESS, INC.
By: /s/ Xxxxxxx X. Xxxxx
-----------------------------------------------
Xxxxxxx X. Xxxxx
President and Chief Executive Officer
SERIES A STOCKHOLDER
INTEL CORPORATION
--------------------------------------------------
(Print Name)
/s/ Xxxx Xxxx
--------------------------------------------------
(Signature)
Xxxx Xxxx, Assistant Treasurer
--------------------------------------------------
(Print Name and title of signatory, if applicable)
SERIES B STOCKHOLDERS
XXXXX XX
--------------------------------------------------
(Print Name)
/s/ Xxxxx Xx
--------------------------------------------------
(Signature)
--------------------------------------------------
(Print Name and title of signatory, if applicable)
SIGNATURE PAGE FOR INTEGRATED TELECOM EXPRESS, INC.
AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT
***FIRST AMENDED AND RESTATED SHAREHOLDERS' AGREEMENT***
IN WITNESS WHEREOF, the parties have executed this Stockholders'
Agreement as of the date first written above.
THE COMPANY
INTEGRATED TELECOM EXPRESS, INC.
By: /s/ Xxxxxxx X. Xxxxx
-----------------------------------------------
Xxxxxxx X. Xxxxx
President and Chief Executive Officer
SERIES A STOCKHOLDER
INTEL CORPORATION
--------------------------------------------------
(Print Name)
/s/ Xxxx Xxxx
--------------------------------------------------
(Signature)
Xxxx Xxxx, Assistant Treasurer
--------------------------------------------------
(Print Name and title of signatory, if applicable)
SERIES B STOCKHOLDERS
XXXX XXXX XXX xx XXX
--------------------------------------------------
(Print Name)
/s/ Xxxx Xxxx Xxx xx Xxx
--------------------------------------------------
(Signature)
--------------------------------------------------
(Print Name and title of signatory, if applicable)
SIGNATURE PAGE FOR INTEGRATED TELECOM EXPRESS, INC.
AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT
***FIRST AMENDED AND RESTATED SHAREHOLDERS' AGREEMENT***
IN WITNESS WHEREOF, the parties have executed this Stockholders'
Agreement as of the date first written above.
THE COMPANY
INTEGRATED TELECOM EXPRESS, INC.
By: /s/ Xxxxxxx X. Xxxxx
-----------------------------------------------
Xxxxxxx X. Xxxxx
President and Chief Executive Officer
SERIES A STOCKHOLDER
INTEL CORPORATION
--------------------------------------------------
(Print Name)
/s/ Xxxx Xxxx
--------------------------------------------------
(Signature)
Xxxx Xxxx, Assistant Treasurer
--------------------------------------------------
(Print Name and title of signatory, if applicable)
SERIES B STOCKHOLDERS
XXX-XXXX XXX
--------------------------------------------------
(Print Name)
/s/ Xxx-Xxxx Xxx
--------------------------------------------------
(Signature)
--------------------------------------------------
(Print Name and title of signatory, if applicable)
SIGNATURE PAGE FOR INTEGRATED TELECOM EXPRESS, INC.
AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT
***FIRST AMENDED AND RESTATED SHAREHOLDERS' AGREEMENT***
IN WITNESS WHEREOF, the parties have executed this Stockholders'
Agreement as of the date first written above.
THE COMPANY
INTEGRATED TELECOM EXPRESS, INC.
By: /s/ Xxxxxxx X. Xxxxx
-----------------------------------------------
Xxxxxxx X. Xxxxx
President and Chief Executive Officer
SERIES A STOCKHOLDER
INTEL CORPORATION
--------------------------------------------------
(Print Name)
/s/ Xxxx Xxxx
--------------------------------------------------
(Signature)
Xxxx Xxxx, Assistant Treasurer
--------------------------------------------------
(Print Name and title of signatory, if applicable)
SERIES B STOCKHOLDERS
FENG-XXX XXXXX
--------------------------------------------------
(Print Name)
/s/ Feng-Xxx Xxxxx
--------------------------------------------------
(Signature)
--------------------------------------------------
(Print Name and title of signatory, if applicable)
SIGNATURE PAGE FOR INTEGRATED TELECOM EXPRESS, INC.
AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT
***FIRST AMENDED AND RESTATED SHAREHOLDERS' AGREEMENT***
IN WITNESS WHEREOF, the parties have executed this Stockholders'
Agreement as of the date first written above.
THE COMPANY
INTEGRATED TELECOM EXPRESS, INC.
By: /s/ Xxxxxxx X. Xxxxx
-----------------------------------------------
Xxxxxxx X. Xxxxx
President and Chief Executive Officer
SERIES A STOCKHOLDER
INTEL CORPORATION
--------------------------------------------------
(Print Name)
/s/ Xxxx Xxxx
--------------------------------------------------
(Signature)
Xxxx Xxxx, Assistant Treasurer
--------------------------------------------------
(Print Name and title of signatory, if applicable)
SERIES B STOCKHOLDERS
FORTY-NINE LIMITED PARTNERSHIP
--------------------------------------------------
(Print Name)
/s/ Forty-Nine Limited Partnership
--------------------------------------------------
(Signature)
Xxxxxx Xxxxx - General Partner
--------------------------------------------------
(Print Name and title of signatory, if applicable)
SIGNATURE PAGE FOR INTEGRATED TELECOM EXPRESS, INC.
AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT
***FIRST AMENDED AND RESTATED SHAREHOLDERS' AGREEMENT***
IN WITNESS WHEREOF, the parties have executed this Stockholders'
Agreement as of the date first written above.
THE COMPANY
INTEGRATED TELECOM EXPRESS, INC.
By: /s/ Xxxxxxx X. Xxxxx
-----------------------------------------------
Xxxxxxx X. Xxxxx
President and Chief Executive Officer
SERIES A STOCKHOLDER
INTEL CORPORATION
--------------------------------------------------
(Print Name)
/s/ Xxxx Xxxx
--------------------------------------------------
(Signature)
Xxxx Xxxx, Assistant Treasurer
--------------------------------------------------
(Print Name and title of signatory, if applicable)
SERIES B STOCKHOLDERS
CHENG XXXX XXX
--------------------------------------------------
(Print Name)
/s/ Cheng Xxxx Xxx
--------------------------------------------------
(Signature)
CEO & President
--------------------------------------------------
(Print Name and title of signatory, if applicable)
SIGNATURE PAGE FOR INTEGRATED TELECOM EXPRESS, INC.
AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT
***FIRST AMENDED AND RESTATED SHAREHOLDERS' AGREEMENT***
IN WITNESS WHEREOF, the parties have executed this Stockholders'
Agreement as of the date first written above.
THE COMPANY
INTEGRATED TELECOM EXPRESS, INC.
By: /s/ Xxxxxxx X. Xxxxx
-----------------------------------------------
Xxxxxxx X. Xxxxx
President and Chief Executive Officer
SERIES A STOCKHOLDER
INTEL CORPORATION
--------------------------------------------------
(Print Name)
/s/ Xxxx Xxxx
--------------------------------------------------
(Signature)
Xxxx Xxxx, Assistant Treasurer
--------------------------------------------------
(Print Name and title of signatory, if applicable)
SERIES B STOCKHOLDERS
CHI-XXX XXXXX
--------------------------------------------------
(Print Name)
/s/ Chi-Xxx Xxxxx
--------------------------------------------------
(Signature)
Chi-Xxx Xxxxx ERP Manager
--------------------------------------------------
(Print Name and title of signatory, if applicable)
SIGNATURE PAGE FOR INTEGRATED TELECOM EXPRESS, INC.
AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT
***FIRST AMENDED AND RESTATED SHAREHOLDERS' AGREEMENT***
IN WITNESS WHEREOF, the parties have executed this Stockholders'
Agreement as of the date first written above.
THE COMPANY
INTEGRATED TELECOM EXPRESS, INC.
By: /s/ Xxxxxxx X. Xxxxx
-----------------------------------------------
Xxxxxxx X. Xxxxx
President and Chief Executive Officer
SERIES A STOCKHOLDER
INTEL CORPORATION
--------------------------------------------------
(Print Name)
/s/ Xxxx Xxxx
--------------------------------------------------
(Signature)
Xxxx Xxxx, Assistant Treasurer
--------------------------------------------------
(Print Name and title of signatory, if applicable)
SERIES B STOCKHOLDERS
SU-CHIU SUN
--------------------------------------------------
(Print Name)
/s/ Su-Chiu Sun
--------------------------------------------------
(Signature)
--------------------------------------------------
(Print Name and title of signatory, if applicable)
SIGNATURE PAGE FOR INTEGRATED TELECOM EXPRESS, INC.
AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT
***FIRST AMENDED AND RESTATED SHAREHOLDERS' AGREEMENT***
IN WITNESS WHEREOF, the parties have executed this Stockholders'
Agreement as of the date first written above.
THE COMPANY
INTEGRATED TELECOM EXPRESS, INC.
By: /s/ Xxxxxxx X. Xxxxx
-----------------------------------------------
Xxxxxxx X. Xxxxx
President and Chief Executive Officer
SERIES A STOCKHOLDER
INTEL CORPORATION
--------------------------------------------------
(Print Name)
/s/ Xxxx Xxxx
--------------------------------------------------
(Signature)
Xxxx Xxxx, Assistant Treasurer
--------------------------------------------------
(Print Name and title of signatory, if applicable)
SERIES B STOCKHOLDERS
WOAN-FEN CHOW
--------------------------------------------------
(Print Name)
/s/ Woan-Fen Chow
--------------------------------------------------
(Signature)
--------------------------------------------------
(Print Name and title of signatory, if applicable)
SIGNATURE PAGE FOR INTEGRATED TELECOM EXPRESS, INC.
AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT
***FIRST AMENDED AND RESTATED SHAREHOLDERS' AGREEMENT***
IN WITNESS WHEREOF, the parties have executed this Stockholders'
Agreement as of the date first written above.
THE COMPANY
INTEGRATED TELECOM EXPRESS, INC.
By: /s/ Xxxxxxx X. Xxxxx
-----------------------------------------------
Xxxxxxx X. Xxxxx
President and Chief Executive Officer
SERIES A STOCKHOLDER
INTEL CORPORATION
--------------------------------------------------
(Print Name)
/s/ Xxxx Xxxx
--------------------------------------------------
(Signature)
Xxxx Xxxx, Assistant Treasurer
--------------------------------------------------
(Print Name and title of signatory, if applicable)
SERIES B STOCKHOLDERS
XXXXXX FAMILY TRUST X. XXXXXX
--------------------------------------------------
(Print Name)
/s/ Xxxx X. Xxxxxx
--------------------------------------------------
(Signature)
Trustee
--------------------------------------------------
(Print Name and title of signatory, if applicable)
SIGNATURE PAGE FOR INTEGRATED TELECOM EXPRESS, INC.
AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT
***FIRST AMENDED AND RESTATED SHAREHOLDERS' AGREEMENT***
IN WITNESS WHEREOF, the parties have executed this Stockholders'
Agreement as of the date first written above.
THE COMPANY
INTEGRATED TELECOM EXPRESS, INC.
By: /s/ Xxxxxxx X. Xxxxx
-----------------------------------------------
Xxxxxxx X. Xxxxx
President and Chief Executive Officer
SERIES A STOCKHOLDER
INTEL CORPORATION
--------------------------------------------------
(Print Name)
/s/ Xxxx Xxxx
--------------------------------------------------
(Signature)
Xxxx Xxxx, Assistant Treasurer
--------------------------------------------------
(Print Name and title of signatory, if applicable)
SERIES B STOCKHOLDERS
XXXX-XX XXX HWANG
--------------------------------------------------
(Print Name)
/s/ Xxxx-Xx Xxx Xxxxx
--------------------------------------------------
(Signature)
--------------------------------------------------
(Print Name and title of signatory, if applicable)
SIGNATURE PAGE FOR INTEGRATED TELECOM EXPRESS, INC.
AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT
***FIRST AMENDED AND RESTATED SHAREHOLDERS' AGREEMENT***
IN WITNESS WHEREOF, the parties have executed this Stockholders'
Agreement as of the date first written above.
THE COMPANY
INTEGRATED TELECOM EXPRESS, INC.
By: /s/ Xxxxxxx X. Xxxxx
-----------------------------------------------
Xxxxxxx X. Xxxxx
President and Chief Executive Officer
SERIES A STOCKHOLDER
INTEL CORPORATION
--------------------------------------------------
(Print Name)
/s/ Xxxx Xxxx
--------------------------------------------------
(Signature)
Xxxx Xxxx, Assistant Treasurer
--------------------------------------------------
(Print Name and title of signatory, if applicable)
SERIES B STOCKHOLDERS
KENG-XXX XXX
--------------------------------------------------
(Print Name)
/s/ Keng-Xxx Xxx
--------------------------------------------------
(Signature)
--------------------------------------------------
(Print Name and title of signatory, if applicable)
SIGNATURE PAGE FOR INTEGRATED TELECOM EXPRESS, INC.
AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT
***FIRST AMENDED AND RESTATED SHAREHOLDERS' AGREEMENT***
IN WITNESS WHEREOF, the parties have executed this Stockholders'
Agreement as of the date first written above.
THE COMPANY
INTEGRATED TELECOM EXPRESS, INC.
By: /s/ Xxxxxxx X. Xxxxx
-----------------------------------------------
Xxxxxxx X. Xxxxx
President and Chief Executive Officer
SERIES A STOCKHOLDER
INTEL CORPORATION
--------------------------------------------------
(Print Name)
/s/ Xxxx Xxxx
--------------------------------------------------
(Signature)
Xxxx Xxxx, Assistant Treasurer
--------------------------------------------------
(Print Name and title of signatory, if applicable)
SERIES B STOCKHOLDERS
WENG-XXXXX XXXX
--------------------------------------------------
(Print Name)
/s/ Weng-Xxxxx Xxxx
--------------------------------------------------
(Signature)
--------------------------------------------------
(Print Name and title of signatory, if applicable)
SIGNATURE PAGE FOR INTEGRATED TELECOM EXPRESS, INC.
AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT
***FIRST AMENDED AND RESTATED SHAREHOLDERS' AGREEMENT***
IN WITNESS WHEREOF, the parties have executed this Stockholders'
Agreement as of the date first written above.
THE COMPANY
INTEGRATED TELECOM EXPRESS, INC.
By: /s/ Xxxxxxx X. Xxxxx
-----------------------------------------------
Xxxxxxx X. Xxxxx
President and Chief Executive Officer
SERIES A STOCKHOLDER
INTEL CORPORATION
--------------------------------------------------
(Print Name)
/s/ Xxxx Xxxx
--------------------------------------------------
(Signature)
Xxxx Xxxx, Assistant Treasurer
--------------------------------------------------
(Print Name and title of signatory, if applicable)
SERIES B STOCKHOLDERS
XXXXX-XXX FAN
--------------------------------------------------
(Print Name)
/s/ Xxxxx-Xxx Fan
--------------------------------------------------
(Signature)
--------------------------------------------------
(Print Name and title of signatory, if applicable)
SIGNATURE PAGE FOR INTEGRATED TELECOM EXPRESS, INC.
AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT
***FIRST AMENDED AND RESTATED SHAREHOLDERS' AGREEMENT***
IN WITNESS WHEREOF, the parties have executed this Stockholders'
Agreement as of the date first written above.
THE COMPANY
INTEGRATED TELECOM EXPRESS, INC.
By: /s/ Xxxxxxx X. Xxxxx
-----------------------------------------------
Xxxxxxx X. Xxxxx
President and Chief Executive Officer
SERIES A STOCKHOLDER
INTEL CORPORATION
--------------------------------------------------
(Print Name)
/s/ Xxxx Xxxx
--------------------------------------------------
(Signature)
Xxxx Xxxx, Assistant Treasurer
--------------------------------------------------
(Print Name and title of signatory, if applicable)
SERIES B STOCKHOLDERS
XXXXXX XXXX ILLEGIBLE
---------------------------------- --------------------------------------------
(Print Name) (Print Name)
/s/ Xxxxxx Xxxx /s/ ILLEGIBLE
---------------------------------- --------------------------------------------
(Signature) (Signature)
---------------------------------- --------------------------------------------
(Print Name and title of signatory, (Print Name and title of signatory,
if applicable) if applicable)
SIGNATURE PAGE FOR INTEGRATED TELECOM EXPRESS, INC.
AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT
***FIRST AMENDED AND RESTATED SHAREHOLDERS' AGREEMENT***
IN WITNESS WHEREOF, the parties have executed this Stockholders'
Agreement as of the date first written above.
THE COMPANY
INTEGRATED TELECOM EXPRESS, INC.
By: /s/ Xxxxxxx X. Xxxxx
-----------------------------------------------
Xxxxxxx X. Xxxxx
President and Chief Executive Officer
SERIES A STOCKHOLDER
INTEL CORPORATION
--------------------------------------------------
(Print Name)
/s/ Xxxx Xxxx
--------------------------------------------------
(Signature)
Xxxx Xxxx, Assistant Treasurer
--------------------------------------------------
(Print Name and title of signatory, if applicable)
SERIES B STOCKHOLDERS
XXXXX X. XXXXX
--------------------------------------------------
(Print Name)
/s/ Xxxxx X. Xxxxx
--------------------------------------------------
(Signature)
--------------------------------------------------
(Print Name and title of signatory, if applicable)
SIGNATURE PAGE FOR INTEGRATED TELECOM EXPRESS, INC.
AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT
***FIRST AMENDED AND RESTATED SHAREHOLDERS' AGREEMENT***
IN WITNESS WHEREOF, the parties have executed this Stockholders'
Agreement as of the date first written above.
THE COMPANY
INTEGRATED TELECOM EXPRESS, INC.
By: /s/ Xxxxxxx X. Xxxxx
-----------------------------------------------
Xxxxxxx X. Xxxxx
President and Chief Executive Officer
SERIES A STOCKHOLDER
INTEL CORPORATION
--------------------------------------------------
(Print Name)
/s/ Xxxx Xxxx
--------------------------------------------------
(Signature)
Xxxx Xxxx, Assistant Treasurer
--------------------------------------------------
(Print Name and title of signatory, if applicable)
SERIES B STOCKHOLDERS
XXXXXXX XXXXX AND JIA XXX XXXXX
--------------------------------------------------
(Print Name)
/s/ Xxxxxxx Xxxxx and /s/ Jia Xxx Xxxxx
--------------------------------------------------
(Signature)
--------------------------------------------------
(Print Name and title of signatory, if applicable)
SIGNATURE PAGE FOR INTEGRATED TELECOM EXPRESS, INC.
AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT
***FIRST AMENDED AND RESTATED SHAREHOLDERS' AGREEMENT***
IN WITNESS WHEREOF, the parties have executed this Stockholders'
Agreement as of the date first written above.
THE COMPANY
INTEGRATED TELECOM EXPRESS, INC.
By: /s/ Xxxxxxx X. Xxxxx
-----------------------------------------------
Xxxxxxx X. Xxxxx
President and Chief Executive Officer
SERIES A STOCKHOLDER
INTEL CORPORATION
--------------------------------------------------
(Print Name)
/s/ Xxxx Xxxx
--------------------------------------------------
(Signature)
Xxxx Xxxx, Assistant Treasurer
--------------------------------------------------
(Print Name and title of signatory, if applicable)
SERIES B STOCKHOLDERS
--------------------------------------------------
(Print Name)
/s/ Xxx Xxxx-Xxxxx
--------------------------------------------------
(Signature)
Xxx Xxxx-Xxxxx
--------------------------------------------------
(Print Name and title of signatory, if applicable)
SIGNATURE PAGE FOR INTEGRATED TELECOM EXPRESS, INC.
AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT
***FIRST AMENDED AND RESTATED SHAREHOLDERS' AGREEMENT***
IN WITNESS WHEREOF, the parties have executed this Stockholders'
Agreement as of the date first written above.
THE COMPANY
INTEGRATED TELECOM EXPRESS, INC.
By: /s/ Xxxxxxx X. Xxxxx
-----------------------------------------------
Xxxxxxx X. Xxxxx
President and Chief Executive Officer
SERIES A STOCKHOLDER
INTEL CORPORATION
--------------------------------------------------
(Print Name)
/s/ Xxxx Xxxx
--------------------------------------------------
(Signature)
Xxxx Xxxx, Assistant Treasurer
--------------------------------------------------
(Print Name and title of signatory, if applicable)
SERIES B STOCKHOLDERS
XXXX-XXX XXX
--------------------------------------------------
(Print Name)
/s/ Xxxx-Xxx Xxx
--------------------------------------------------
(Signature)
Xxxx-Xxx Xxx IC3/SYS3 Manager
--------------------------------------------------
(Print Name and title of signatory, if applicable)
SIGNATURE PAGE FOR INTEGRATED TELECOM EXPRESS, INC.
AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT
***FIRST AMENDED AND RESTATED SHAREHOLDERS' AGREEMENT***
IN WITNESS WHEREOF, the parties have executed this Stockholders'
Agreement as of the date first written above.
THE COMPANY
INTEGRATED TELECOM EXPRESS, INC.
By: /s/ Xxxxxxx X. Xxxxx
-----------------------------------------------
Xxxxxxx X. Xxxxx
President and Chief Executive Officer
SERIES A STOCKHOLDER
INTEL CORPORATION
--------------------------------------------------
(Print Name)
/s/ Xxxx Xxxx
--------------------------------------------------
(Signature)
Xxxx Xxxx, Assistant Treasurer
--------------------------------------------------
(Print Name and title of signatory, if applicable)
SERIES B STOCKHOLDERS
HUNG-XXX XXX
--------------------------------------------------
(Print Name)
/s/ Hung-Xxx Xxx
--------------------------------------------------
(Signature)
Senior Director
--------------------------------------------------
(Print Name and title of signatory, if applicable)
SIGNATURE PAGE FOR INTEGRATED TELECOM EXPRESS, INC.
AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT
***FIRST AMENDED AND RESTATED SHAREHOLDERS' AGREEMENT***
IN WITNESS WHEREOF, the parties have executed this Stockholders'
Agreement as of the date first written above.
THE COMPANY
INTEGRATED TELECOM EXPRESS, INC.
By: /s/ Xxxxxxx X. Xxxxx
-----------------------------------------------
Xxxxxxx X. Xxxxx
President and Chief Executive Officer
SERIES A STOCKHOLDER
INTEL CORPORATION
--------------------------------------------------
(Print Name)
/s/ Xxxx Xxxx
--------------------------------------------------
(Signature)
Xxxx Xxxx, Assistant Treasurer
--------------------------------------------------
(Print Name and title of signatory, if applicable)
SERIES B STOCKHOLDERS
WANG, XXXX-XXXX
--------------------------------------------------
(Print Name)
/s/ Wang, Xxxx-Xxxx
--------------------------------------------------
(Signature)
--------------------------------------------------
(Print Name and title of signatory, if applicable)
SIGNATURE PAGE FOR INTEGRATED TELECOM EXPRESS, INC.
AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT
***FIRST AMENDED AND RESTATED SHAREHOLDERS' AGREEMENT***
IN WITNESS WHEREOF, the parties have executed this Stockholders'
Agreement as of the date first written above.
THE COMPANY
INTEGRATED TELECOM EXPRESS, INC.
By: /s/ Xxxxxxx X. Xxxxx
-----------------------------------------------
Xxxxxxx X. Xxxxx
President and Chief Executive Officer
SERIES A STOCKHOLDER
INTEL CORPORATION
--------------------------------------------------
(Print Name)
/s/ Xxxx Xxxx
--------------------------------------------------
(Signature)
Xxxx Xxxx, Assistant Treasurer
--------------------------------------------------
(Print Name and title of signatory, if applicable)
SERIES B STOCKHOLDERS
--------------------------------------------------
(Print Name)
/s/ Ming-Xxxxx Xxxx
--------------------------------------------------
(Signature)
--------------------------------------------------
(Print Name and title of signatory, if applicable)
SIGNATURE PAGE FOR INTEGRATED TELECOM EXPRESS, INC.
AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT
***FIRST AMENDED AND RESTATED SHAREHOLDERS' AGREEMENT***
IN WITNESS WHEREOF, the parties have executed this Stockholders'
Agreement as of the date first written above.
THE COMPANY
INTEGRATED TELECOM EXPRESS, INC.
By: /s/ Xxxxxxx X. Xxxxx
-----------------------------------------------
Xxxxxxx X. Xxxxx
President and Chief Executive Officer
SERIES A STOCKHOLDER
INTEL CORPORATION
--------------------------------------------------
(Print Name)
/s/ Xxxx Xxxx
--------------------------------------------------
(Signature)
Xxxx Xxxx, Assistant Treasurer
--------------------------------------------------
(Print Name and title of signatory, if applicable)
SERIES B STOCKHOLDERS
XXXXX XXXXX & XXXXXX XXXXX
--------------------------------------------------
(Print Name)
/s/ Xxxxx Xxxxx & /s/ Xxxxxx Xxxxx
--------------------------------------------------
(Signature)
--------------------------------------------------
(Print Name and title of signatory, if applicable)
SIGNATURE PAGE FOR INTEGRATED TELECOM EXPRESS, INC.
AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT
***FIRST AMENDED AND RESTATED SHAREHOLDERS' AGREEMENT***
IN WITNESS WHEREOF, the parties have executed this Stockholders'
Agreement as of the date first written above.
THE COMPANY
INTEGRATED TELECOM EXPRESS, INC.
By: /s/ Xxxxxxx X. Xxxxx
-----------------------------------------------
Xxxxxxx X. Xxxxx
President and Chief Executive Officer
SERIES A STOCKHOLDER
INTEL CORPORATION
--------------------------------------------------
(Print Name)
/s/ Xxxx Xxxx
--------------------------------------------------
(Signature)
Xxxx Xxxx, Assistant Treasurer
--------------------------------------------------
(Print Name and title of signatory, if applicable)
SERIES B STOCKHOLDERS
XXXX XXX NI
--------------------------------------------------
(Print Name)
/s/ Xxxx Xxx Ni
--------------------------------------------------
(Signature)
--------------------------------------------------
(Print Name and title of signatory, if applicable)
SIGNATURE PAGE FOR INTEGRATED TELECOM EXPRESS, INC.
AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT
***FIRST AMENDED AND RESTATED SHAREHOLDERS' AGREEMENT***
IN WITNESS WHEREOF, the parties have executed this Stockholders'
Agreement as of the date first written above.
THE COMPANY
INTEGRATED TELECOM EXPRESS, INC.
By: /s/ Xxxxxxx X. Xxxxx
-----------------------------------------------
Xxxxxxx X. Xxxxx
President and Chief Executive Officer
SERIES A STOCKHOLDER
INTEL CORPORATION
--------------------------------------------------
(Print Name)
/s/ Xxxx Xxxx
--------------------------------------------------
(Signature)
Xxxx Xxxx, Assistant Treasurer
--------------------------------------------------
(Print Name and title of signatory, if applicable)
SERIES B STOCKHOLDERS
XXXXXX X. XXXX, XX.
--------------------------------------------------
(Print Name)
/s/ Xxxxxx X. Xxxx, Xx.
--------------------------------------------------
(Signature)
President, Altera Japan
--------------------------------------------------
(Print Name and title of signatory, if applicable)
SIGNATURE PAGE FOR INTEGRATED TELECOM EXPRESS, INC.
AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT
***FIRST AMENDED AND RESTATED SHAREHOLDERS' AGREEMENT***
IN WITNESS WHEREOF, the parties have executed this Stockholders'
Agreement as of the date first written above.
THE COMPANY
INTEGRATED TELECOM EXPRESS, INC.
By: /s/ Xxxxxxx X. Xxxxx
-----------------------------------------------
Xxxxxxx X. Xxxxx
President and Chief Executive Officer
SERIES A STOCKHOLDER
INTEL CORPORATION
--------------------------------------------------
(Print Name)
/s/ Xxxx Xxxx
--------------------------------------------------
(Signature)
Xxxx Xxxx, Assistant Treasurer
--------------------------------------------------
(Print Name and title of signatory, if applicable)
FOUNDERS
XXXXXX XXXX
--------------------------------------------------
(Print Name)
/s/ Xxxxxx Xxxx
--------------------------------------------------
(Signature)
--------------------------------------------------
(Print Name and title of signatory, if applicable)
SIGNATURE PAGE FOR INTEGRATED TELECOM EXPRESS, INC.
AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT
***FIRST AMENDED AND RESTATED SHAREHOLDERS' AGREEMENT***
IN WITNESS WHEREOF, the parties have executed this Stockholders'
Agreement as of the date first written above.
THE COMPANY
INTEGRATED TELECOM EXPRESS, INC.
By: /s/ Xxxxxxx X. Xxxxx
-----------------------------------------------
Xxxxxxx X. Xxxxx
President and Chief Executive Officer
SERIES A STOCKHOLDER
INTEL CORPORATION
--------------------------------------------------
(Print Name)
/s/ Xxxx Xxxx
--------------------------------------------------
(Signature)
Xxxx Xxxx, Assistant Treasurer
--------------------------------------------------
(Print Name and title of signatory, if applicable)
FOUNDERS
YOUNG LIU
--------------------------------------------------
(Print Name)
/s/ Young Liu
--------------------------------------------------
(Signature)
--------------------------------------------------
(Print Name and title of signatory, if applicable)
SIGNATURE PAGE FOR INTEGRATED TELECOM EXPRESS, INC.
AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT
***FIRST AMENDED AND RESTATED SHAREHOLDERS' AGREEMENT***
IN WITNESS WHEREOF, the parties have executed this Stockholders'
Agreement as of the date first written above.
THE COMPANY
INTEGRATED TELECOM EXPRESS, INC.
By: /s/ Xxxxxxx X. Xxxxx
-----------------------------------------------
Xxxxxxx X. Xxxxx
President and Chief Executive Officer
SERIES A STOCKHOLDER
INTEL CORPORATION
--------------------------------------------------
(Print Name)
/s/ Xxxx Xxxx
--------------------------------------------------
(Signature)
Xxxx Xxxx, Assistant Treasurer
--------------------------------------------------
(Print Name and title of signatory, if applicable)
FOUNDERS
XXXXXX XXX
--------------------------------------------------
(Print Name)
/s/ Xxxxxx Xxx
--------------------------------------------------
(Signature)
--------------------------------------------------
(Print Name and title of signatory, if applicable)
SIGNATURE PAGE FOR INTEGRATED TELECOM EXPRESS, INC.
AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT
***FIRST AMENDED AND RESTATED SHAREHOLDERS' AGREEMENT***
IN WITNESS WHEREOF, the parties have executed this Stockholders'
Agreement as of the date first written above.
THE COMPANY
INTEGRATED TELECOM EXPRESS, INC.
By: /s/ Xxxxxxx X. Xxxxx
-----------------------------------------------
Xxxxxxx X. Xxxxx
President and Chief Executive Officer
SERIES A STOCKHOLDER
INTEL CORPORATION
--------------------------------------------------
(Print Name)
/s/ Xxxx Xxxx
--------------------------------------------------
(Signature)
Xxxx Xxxx, Assistant Treasurer
--------------------------------------------------
(Print Name and title of signatory, if applicable)
FOUNDERS
XXXXX XXXXXXXX
--------------------------------------------------
(Print Name)
/s/ Xxxxx Xxxxxxxx
--------------------------------------------------
(Signature)
--------------------------------------------------
(Print Name and title of signatory, if applicable)
SIGNATURE PAGE FOR INTEGRATED TELECOM EXPRESS, INC.
AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT
***FIRST AMENDED AND RESTATED SHAREHOLDERS' AGREEMENT***
IN WITNESS WHEREOF, the parties have executed this Stockholders'
Agreement as of the date first written above.
THE COMPANY
INTEGRATED TELECOM EXPRESS, INC.
By: /s/ Xxxxxxx X. Xxxxx
-----------------------------------------------
Xxxxxxx X. Xxxxx
President and Chief Executive Officer
SERIES A STOCKHOLDER
INTEL CORPORATION
--------------------------------------------------
(Print Name)
/s/ Xxxx Xxxx
--------------------------------------------------
(Signature)
Xxxx Xxxx, Assistant Treasurer
--------------------------------------------------
(Print Name and title of signatory, if applicable)
FOUNDERS
[ILLEGIBLE]
--------------------------------------------------
(Print Name)
/s/ [ILLEGIBLE]
--------------------------------------------------
(Signature)
Richmond Holdings Global Limited
--------------------------------------------------
(Print Name and title of signatory, if applicable)
SIGNATURE PAGE FOR INTEGRATED TELECOM EXPRESS, INC.
AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT
***FIRST AMENDED AND RESTATED SHAREHOLDERS' AGREEMENT***
IN WITNESS WHEREOF, the parties have executed this Stockholders'
Agreement as of the date first written above.
THE COMPANY
INTEGRATED TELECOM EXPRESS, INC.
By: /s/ Xxxxxxx X. Xxxxx
-----------------------------------------------
Xxxxxxx X. Xxxxx
President and Chief Executive Officer
SERIES A STOCKHOLDER
INTEL CORPORATION
--------------------------------------------------
(Print Name)
/s/ Xxxx Xxxx
--------------------------------------------------
(Signature)
Xxxx Xxxx, Assistant Treasurer
--------------------------------------------------
(Print Name and title of signatory, if applicable)
FOUNDERS
XXXXX XXX
--------------------------------------------------
(Print Name)
/s/ Xxxxx Xxx
--------------------------------------------------
(Signature)
--------------------------------------------------
(Print Name and title of signatory, if applicable)
SIGNATURE PAGE FOR INTEGRATED TELECOM EXPRESS, INC.
AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT
***FIRST AMENDED AND RESTATED SHAREHOLDERS' AGREEMENT***
IN WITNESS WHEREOF, the parties have executed this Stockholders'
Agreement as of the date first written above.
THE COMPANY
INTEGRATED TELECOM EXPRESS, INC.
By: /s/ Xxxxxxx X. Xxxxx
-----------------------------------------------
Xxxxxxx X. Xxxxx
President and Chief Executive Officer
SERIES A STOCKHOLDER
INTEL CORPORATION
--------------------------------------------------
(Print Name)
/s/ Xxxx Xxxx
--------------------------------------------------
(Signature)
Xxxx Xxxx, Assistant Treasurer
--------------------------------------------------
(Print Name and title of signatory, if applicable)
FOUNDERS
XXXXX XXXXXXXX
--------------------------------------------------
(Print Name)
/s/ Xxxxx Xxxxxxxx
--------------------------------------------------
(Signature)
MING XXX XXXX
--------------------------------------------------
(Print Name)
/s/ Ming Xxx Xxxx
--------------------------------------------------
(Signature)
CHIEN-XX XXXXX
--------------------------------------------------
(Print Name)
/s/ Chien-Xx Xxxxx
--------------------------------------------------
(Signature)
ING XXX XXX
--------------------------------------------------
(Print Name)
/s/ Ing Xxx Xxx
--------------------------------------------------
(Signature)
SIGNATURE PAGE FOR INTEGRATED TELECOM EXPRESS, INC.
AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT
***FIRST AMENDED AND RESTATED SHAREHOLDERS' AGREEMENT***
IN WITNESS WHEREOF, the parties have executed this Stockholders'
Agreement as of the date first written above.
THE COMPANY
INTEGRATED TELECOM EXPRESS, INC.
By: /s/ Xxxxxxx X. Xxxxx
-----------------------------------------------
Xxxxxxx X. Xxxxx
President and Chief Executive Officer
SERIES A STOCKHOLDER
INTEL CORPORATION
--------------------------------------------------
(Print Name)
/s/ Xxxx Xxxx
--------------------------------------------------
(Signature)
Xxxx Xxxx, Assistant Treasurer
--------------------------------------------------
(Print Name and title of signatory, if applicable)
SERIES B STOCKHOLDERS
XXXXX XXX
--------------------------------------------------
(Print Name)
/s/ Xxxxx Xxx
--------------------------------------------------
(Signature)
President/CEO
--------------------------------------------------
(Print Name and title of signatory, if applicable)
SIGNATURE PAGE FOR INTEGRATED TELECOM EXPRESS, INC.
AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT
***FIRST AMENDED AND RESTATED SHAREHOLDERS' AGREEMENT***
IN WITNESS WHEREOF, the parties have executed this Stockholders'
Agreement as of the date first written above.
THE COMPANY
INTEGRATED TELECOM EXPRESS, INC.
By: /s/ Xxxxxxx X. Xxxxx
-----------------------------------------------
Xxxxxxx X. Xxxxx
President and Chief Executive Officer
SERIES A STOCKHOLDER
INTEL CORPORATION
--------------------------------------------------
(Print Name)
/s/ Xxxx Xxxx
--------------------------------------------------
(Signature)
Xxxx Xxxx, Assistant Treasurer
--------------------------------------------------
(Print Name and title of signatory, if applicable)
SERIES B STOCKHOLDERS
HSING-XXXX XXXX
--------------------------------------------------
(Print Name)
/s/ Hsing-Xxxx Xxxx
--------------------------------------------------
(Signature)
--------------------------------------------------
(Print Name and title of signatory, if applicable)
SIGNATURE PAGE FOR INTEGRATED TELECOM EXPRESS, INC.
AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT
***FIRST AMENDED AND RESTATED SHAREHOLDERS' AGREEMENT***
IN WITNESS WHEREOF, the parties have executed this Stockholders'
Agreement as of the date first written above.
THE COMPANY
INTEGRATED TELECOM EXPRESS, INC.
By: /s/ Xxxxxxx X. Xxxxx
-----------------------------------------------
Xxxxxxx X. Xxxxx
President and Chief Executive Officer
SERIES A STOCKHOLDER
INTEL CORPORATION
--------------------------------------------------
(Print Name)
/s/ Xxxx Xxxx
--------------------------------------------------
(Signature)
Xxxx Xxxx, Assistant Treasurer
--------------------------------------------------
(Print Name and title of signatory, if applicable)
SERIES B STOCKHOLDERS
TSI-WANG XXXXX
--------------------------------------------------
(Print Name)
/s/ Tsi-Wang Xxxxx
--------------------------------------------------
(Signature)
--------------------------------------------------
(Print Name and title of signatory, if applicable)
SIGNATURE PAGE FOR INTEGRATED TELECOM EXPRESS, INC.
AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT
***FIRST AMENDED AND RESTATED SHAREHOLDERS' AGREEMENT***
IN WITNESS WHEREOF, the parties have executed this Stockholders'
Agreement as of the date first written above.
THE COMPANY
INTEGRATED TELECOM EXPRESS, INC.
By: /s/ Xxxxxxx X. Xxxxx
-----------------------------------------------
Xxxxxxx X. Xxxxx
President and Chief Executive Officer
SERIES A STOCKHOLDER
INTEL CORPORATION
--------------------------------------------------
(Print Name)
/s/ Xxxx Xxxx
--------------------------------------------------
(Signature)
Xxxx Xxxx, Assistant Treasurer
--------------------------------------------------
(Print Name and title of signatory, if applicable)
SERIES B STOCKHOLDERS
XXXXX-XXXX YU
--------------------------------------------------
(Print Name)
[ILLEGIBLE] POA for Xxxxx-Xxxx Yu
--------------------------------------------------
(Signature)
--------------------------------------------------
(Print Name and title of signatory, if applicable)
SIGNATURE PAGE FOR INTEGRATED TELECOM EXPRESS, INC.
AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT
***FIRST AMENDED AND RESTATED SHAREHOLDERS' AGREEMENT***
IN WITNESS WHEREOF, the parties have executed this Stockholders'
Agreement as of the date first written above.
THE COMPANY
INTEGRATED TELECOM EXPRESS, INC.
By: /s/ Xxxxxxx X. Xxxxx
-----------------------------------------------
Xxxxxxx X. Xxxxx
President and Chief Executive Officer
SERIES A STOCKHOLDER
INTEL CORPORATION
--------------------------------------------------
(Print Name)
/s/ Xxxx Xxxx
--------------------------------------------------
(Signature)
Xxxx Xxxx, Assistant Treasurer
--------------------------------------------------
(Print Name and title of signatory, if applicable)
SERIES B STOCKHOLDERS
CHIANG XXX XXX
--------------------------------------------------
(Print Name)
/s/ Chiang Xxx Xxx
--------------------------------------------------
(Signature)
--------------------------------------------------
(Print Name and title of signatory, if applicable)
SIGNATURE PAGE FOR INTEGRATED TELECOM EXPRESS, INC.
AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT
***FIRST AMENDED AND RESTATED SHAREHOLDERS' AGREEMENT***
IN WITNESS WHEREOF, the parties have executed this Stockholders'
Agreement as of the date first written above.
THE COMPANY
INTEGRATED TELECOM EXPRESS, INC.
By: /s/ Xxxxxxx X. Xxxxx
-----------------------------------------------
Xxxxxxx X. Xxxxx
President and Chief Executive Officer
SERIES A STOCKHOLDER
INTEL CORPORATION
--------------------------------------------------
(Print Name)
/s/ Xxxx Xxxx
--------------------------------------------------
(Signature)
Xxxx Xxxx, Assistant Treasurer
--------------------------------------------------
(Print Name and title of signatory, if applicable)
SERIES B STOCKHOLDERS
THE LIU FAMILY TRUST (with Xxxx-Xxxx Xxxxxx Xxx
and Tai-Hua Xxx Xxx as Trustors and Trustees)
--------------------------------------------------
(Print Name)
/s/ Xxxx-Xxxx Xxxxxx Xxx
--------------------------------------------------
(Signature)
Xxxx-Xxxx Xxxxxx Xxx, Trustor and [ILLEGIBLE]
--------------------------------------------------
(Print Name and title of signatory, if applicable)
SIGNATURE PAGE FOR INTEGRATED TELECOM EXPRESS, INC.
AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT
***FIRST AMENDED AND RESTATED SHAREHOLDERS' AGREEMENT***
IN WITNESS WHEREOF, the parties have executed this Stockholders'
Agreement as of the date first written above.
THE COMPANY
INTEGRATED TELECOM EXPRESS, INC.
By: /s/ Xxxxxxx X. Xxxxx
-----------------------------------------------
Xxxxxxx X. Xxxxx
President and Chief Executive Officer
SERIES A STOCKHOLDER
INTEL CORPORATION
--------------------------------------------------
(Print Name)
/s/ Xxxx Xxxx
--------------------------------------------------
(Signature)
Xxxx Xxxx, Assistant Treasurer
--------------------------------------------------
(Print Name and title of signatory, if applicable)
SERIES B STOCKHOLDERS
JU-XXX XXXXX
--------------------------------------------------
(Print Name)
/s/ Ju-Xxx Xxxxx
--------------------------------------------------
(Signature)
--------------------------------------------------
(Print Name and title of signatory, if applicable)
SIGNATURE PAGE FOR INTEGRATED TELECOM EXPRESS, INC.
AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT
***FIRST AMENDED AND RESTATED SHAREHOLDERS' AGREEMENT***
IN WITNESS WHEREOF, the parties have executed this Stockholders'
Agreement as of the date first written above.
THE COMPANY
INTEGRATED TELECOM EXPRESS, INC.
By: /s/ Xxxxxxx X. Xxxxx
-----------------------------------------------
Xxxxxxx X. Xxxxx
President and Chief Executive Officer
SERIES A STOCKHOLDER
INTEL CORPORATION
--------------------------------------------------
(Print Name)
/s/ Xxxx Xxxx
--------------------------------------------------
(Signature)
Xxxx Xxxx, Assistant Treasurer
--------------------------------------------------
(Print Name and title of signatory, if applicable)
SERIES B STOCKHOLDERS
CHIEN-XXXX XXX
--------------------------------------------------
(Print Name)
/s/ Chien-Xxxx Xxx
--------------------------------------------------
(Signature)
--------------------------------------------------
(Print Name and title of signatory, if applicable)
SIGNATURE PAGE FOR INTEGRATED TELECOM EXPRESS, INC.
AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT
***FIRST AMENDED AND RESTATED SHAREHOLDERS' AGREEMENT***
IN WITNESS WHEREOF, the parties have executed this Stockholders'
Agreement as of the date first written above.
THE COMPANY
INTEGRATED TELECOM EXPRESS, INC.
By: /s/ Xxxxxxx X. Xxxxx
-----------------------------------------------
Xxxxxxx X. Xxxxx
President and Chief Executive Officer
SERIES A STOCKHOLDER
INTEL CORPORATION
--------------------------------------------------
(Print Name)
/s/ Xxxx Xxxx
--------------------------------------------------
(Signature)
Xxxx Xxxx, Assistant Treasurer
--------------------------------------------------
(Print Name and title of signatory, if applicable)
SERIES B STOCKHOLDERS
LONG-XXXX XXXX
--------------------------------------------------
(Print Name)
/s/ Long-Xxxx Xxxx
--------------------------------------------------
(Signature)
--------------------------------------------------
(Print Name and title of signatory, if applicable)
SIGNATURE PAGE FOR INTEGRATED TELECOM EXPRESS, INC.
AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT
***FIRST AMENDED AND RESTATED SHAREHOLDERS' AGREEMENT***
IN WITNESS WHEREOF, the parties have executed this Stockholders'
Agreement as of the date first written above.
THE COMPANY
INTEGRATED TELECOM EXPRESS, INC.
By: /s/ Xxxxxxx X. Xxxxx
-----------------------------------------------
Xxxxxxx X. Xxxxx
President and Chief Executive Officer
SERIES A STOCKHOLDER
INTEL CORPORATION
--------------------------------------------------
(Print Name)
/s/ Xxxx Xxxx
--------------------------------------------------
(Signature)
Xxxx Xxxx, Assistant Treasurer
--------------------------------------------------
(Print Name and title of signatory, if applicable)
SERIES B STOCKHOLDERS
MU-XXXX XXXXX
--------------------------------------------------
(Print Name)
/s/ Mu-Xxxx Xxxxx
--------------------------------------------------
(Signature)
--------------------------------------------------
(Print Name and title of signatory, if applicable)
SIGNATURE PAGE FOR INTEGRATED TELECOM EXPRESS, INC.
AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT
***FIRST AMENDED AND RESTATED SHAREHOLDERS' AGREEMENT***
IN WITNESS WHEREOF, the parties have executed this Stockholders'
Agreement as of the date first written above.
THE COMPANY
INTEGRATED TELECOM EXPRESS, INC.
By: /s/ Xxxxxxx X. Xxxxx
-----------------------------------------------
Xxxxxxx X. Xxxxx
President and Chief Executive Officer
SERIES A STOCKHOLDER
INTEL CORPORATION
--------------------------------------------------
(Print Name)
/s/ Xxxx Xxxx
--------------------------------------------------
(Signature)
Xxxx Xxxx, Assistant Treasurer
--------------------------------------------------
(Print Name and title of signatory, if applicable)
SERIES B STOCKHOLDERS
DAY-XXXXXX XXXXX
--------------------------------------------------
(Print Name)
/s/ Day-Xxxxxx Xxxxx
--------------------------------------------------
(Signature)
--------------------------------------------------
(Print Name and title of signatory, if applicable)
SIGNATURE PAGE FOR INTEGRATED TELECOM EXPRESS, INC.
AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT
***FIRST AMENDED AND RESTATED SHAREHOLDERS' AGREEMENT***
IN WITNESS WHEREOF, the parties have executed this Stockholders'
Agreement as of the date first written above.
THE COMPANY
INTEGRATED TELECOM EXPRESS, INC.
By: /s/ Xxxxxxx X. Xxxxx
-----------------------------------------------
Xxxxxxx X. Xxxxx
President and Chief Executive Officer
SERIES A STOCKHOLDER
INTEL CORPORATION
--------------------------------------------------
(Print Name)
/s/ Xxxx Xxxx
--------------------------------------------------
(Signature)
Xxxx Xxxx, Assistant Treasurer
--------------------------------------------------
(Print Name and title of signatory, if applicable)
SERIES B STOCKHOLDERS
XXXXXX XX
--------------------------------------------------
(Print Name)
/s/ Xxxxxx Xx
--------------------------------------------------
(Signature)
--------------------------------------------------
(Print Name and title of signatory, if applicable)
SIGNATURE PAGE FOR INTEGRATED TELECOM EXPRESS, INC.
AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT
***FIRST AMENDED AND RESTATED SHAREHOLDERS' AGREEMENT***
IN WITNESS WHEREOF, the parties have executed this Stockholders'
Agreement as of the date first written above.
THE COMPANY
INTEGRATED TELECOM EXPRESS, INC.
By: /s/ Xxxxxxx X. Xxxxx
-----------------------------------------------
Xxxxxxx X. Xxxxx
President and Chief Executive Officer
SERIES A STOCKHOLDER
INTEL CORPORATION
--------------------------------------------------
(Print Name)
/s/ Xxxx Xxxx
--------------------------------------------------
(Signature)
Xxxx Xxxx, Assistant Treasurer
--------------------------------------------------
(Print Name and title of signatory, if applicable)
SERIES B STOCKHOLDERS
XXX, XX-PIN
--------------------------------------------------
(Print Name)
/s/ Xxx, Xx-Pin
--------------------------------------------------
(Signature)
--------------------------------------------------
(Print Name and title of signatory, if applicable)
SIGNATURE PAGE FOR INTEGRATED TELECOM EXPRESS, INC.
AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT
***FIRST AMENDED AND RESTATED SHAREHOLDERS' AGREEMENT***
IN WITNESS WHEREOF, the parties have executed this Stockholders'
Agreement as of the date first written above.
THE COMPANY
INTEGRATED TELECOM EXPRESS, INC.
By: /s/ Xxxxxxx X. Xxxxx
-----------------------------------------------
Xxxxxxx X. Xxxxx
President and Chief Executive Officer
SERIES A STOCKHOLDER
INTEL CORPORATION
--------------------------------------------------
(Print Name)
/s/ Xxxx Xxxx
--------------------------------------------------
(Signature)
Xxxx Xxxx, Assistant Treasurer
--------------------------------------------------
(Print Name and title of signatory, if applicable)
SERIES B STOCKHOLDERS
TRITON I VENTURE CAPITAL LIMITED
--------------------------------------------------
(Print Name)
[ILLEGIBLE]
--------------------------------------------------
(Signature)
Xxxxx Xxxxx, Managing Director
--------------------------------------------------
(Print Name and title of signatory, if applicable)
SIGNATURE PAGE FOR INTEGRATED TELECOM EXPRESS, INC.
AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT
***FIRST AMENDED AND RESTATED SHAREHOLDERS' AGREEMENT***
IN WITNESS WHEREOF, the parties have executed this Stockholders'
Agreement as of the date first written above.
THE COMPANY
INTEGRATED TELECOM EXPRESS, INC.
By: /s/ Xxxxxxx X. Xxxxx
-----------------------------------------------
Xxxxxxx X. Xxxxx
President and Chief Executive Officer
SERIES A STOCKHOLDER
INTEL CORPORATION
--------------------------------------------------
(Print Name)
/s/ Xxxx Xxxx
--------------------------------------------------
(Signature)
Xxxx Xxxx, Assistant Treasurer
--------------------------------------------------
(Print Name and title of signatory, if applicable)
SERIES B STOCKHOLDERS
PO-XXXXX XX
--------------------------------------------------
(Print Name)
/s/ Po-Xxxxx Xx
--------------------------------------------------
(Signature)
--------------------------------------------------
(Print Name and title of signatory, if applicable)
SIGNATURE PAGE FOR INTEGRATED TELECOM EXPRESS, INC.
AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT
***FIRST AMENDED AND RESTATED SHAREHOLDERS' AGREEMENT***
IN WITNESS WHEREOF, the parties have executed this Stockholders'
Agreement as of the date first written above.
THE COMPANY
INTEGRATED TELECOM EXPRESS, INC.
By: /s/ Xxxxxxx X. Xxxxx
-----------------------------------------------
Xxxxxxx X. Xxxxx
President and Chief Executive Officer
SERIES A STOCKHOLDER
INTEL CORPORATION
--------------------------------------------------
(Print Name)
/s/ Xxxx Xxxx
--------------------------------------------------
(Signature)
Xxxx Xxxx, Assistant Treasurer
--------------------------------------------------
(Print Name and title of signatory, if applicable)
SERIES B STOCKHOLDERS
TENRICH HOLDINGS LIMITED
--------------------------------------------------
(Print Name)
/s/ Xxxxxxx Xxxxxx
--------------------------------------------------
(Signature)
Xxxxxxx Xxxxxx
--------------------------------------------------
(Print Name and title of signatory, if applicable)
SIGNATURE PAGE FOR INTEGRATED TELECOM EXPRESS, INC.
AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT
***FIRST AMENDED AND RESTATED SHAREHOLDERS' AGREEMENT***
IN WITNESS WHEREOF, the parties have executed this Stockholders'
Agreement as of the date first written above.
THE COMPANY
INTEGRATED TELECOM EXPRESS, INC.
By: /s/ Xxxxxxx X. Xxxxx
-----------------------------------------------
Xxxxxxx X. Xxxxx
President and Chief Executive Officer
SERIES A STOCKHOLDER
INTEL CORPORATION
--------------------------------------------------
(Print Name)
/s/ Xxxx Xxxx
--------------------------------------------------
(Signature)
Xxxx Xxxx, Assistant Treasurer
--------------------------------------------------
(Print Name and title of signatory, if applicable)
SERIES B STOCKHOLDERS
CHUN-XXXX XX
--------------------------------------------------
(Print Name)
Chun-Xxxx Xx
--------------------------------------------------
(Signature)
--------------------------------------------------
(Print Name and title of signatory, if applicable)
SIGNATURE PAGE FOR INTEGRATED TELECOM EXPRESS, INC.
AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT
***FIRST AMENDED AND RESTATED SHAREHOLDERS' AGREEMENT***
IN WITNESS WHEREOF, the parties have executed this Stockholders'
Agreement as of the date first written above.
THE COMPANY
INTEGRATED TELECOM EXPRESS, INC.
By: /s/ Xxxxxxx X. Xxxxx
-----------------------------------------------
Xxxxxxx X. Xxxxx
President and Chief Executive Officer
SERIES A STOCKHOLDER
INTEL CORPORATION
--------------------------------------------------
(Print Name)
/s/ Xxxx Xxxx
--------------------------------------------------
(Signature)
Xxxx Xxxx, Assistant Treasurer
--------------------------------------------------
(Print Name and title of signatory, if applicable)
SERIES B STOCKHOLDERS
E-TECH, INC.
--------------------------------------------------
(Print Name)
/s/ Xxx Xxxx
--------------------------------------------------
(Signature)
Xxx Xxxx/President
--------------------------------------------------
(Print Name and title of signatory, if applicable)
SIGNATURE PAGE FOR INTEGRATED TELECOM EXPRESS, INC.
AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT
***FIRST AMENDED AND RESTATED SHAREHOLDERS' AGREEMENT***
IN WITNESS WHEREOF, the parties have executed this Stockholders'
Agreement as of the date first written above.
THE COMPANY
INTEGRATED TELECOM EXPRESS, INC.
By: /s/ Xxxxxxx X. Xxxxx
-----------------------------------------------
Xxxxxxx X. Xxxxx
President and Chief Executive Officer
SERIES A STOCKHOLDER
INTEL CORPORATION
--------------------------------------------------
(Print Name)
/s/ Xxxx Xxxx
--------------------------------------------------
(Signature)
Xxxx Xxxx, Assistant Treasurer
--------------------------------------------------
(Print Name and title of signatory, if applicable)
SERIES B STOCKHOLDERS
XXXX-XXXXXX YOUNG
--------------------------------------------------
(Print Name)
/s/ Xxxx-Xxxxxx Xxxxx
--------------------------------------------------
(Signature)
--------------------------------------------------
(Print Name and title of signatory, if applicable)
SIGNATURE PAGE FOR INTEGRATED TELECOM EXPRESS, INC.
AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT
***FIRST AMENDED AND RESTATED SHAREHOLDERS' AGREEMENT***
IN WITNESS WHEREOF, the parties have executed this Stockholders'
Agreement as of the date first written above.
THE COMPANY
INTEGRATED TELECOM EXPRESS, INC.
By: /s/ Xxxxxxx X. Xxxxx
-----------------------------------------------
Xxxxxxx X. Xxxxx
President and Chief Executive Officer
SERIES A STOCKHOLDER
INTEL CORPORATION
--------------------------------------------------
(Print Name)
/s/ Xxxx Xxxx
--------------------------------------------------
(Signature)
Xxxx Xxxx, Assistant Treasurer
--------------------------------------------------
(Print Name and title of signatory, if applicable)
SERIES B STOCKHOLDERS
MAXREWARD INVESTMENTS CO., LTD.
--------------------------------------------------
(Print Name)
/s/ Xxxxxx Xxxxx
--------------------------------------------------
(Signature)
Xxxxxx Xxxxx/Director
--------------------------------------------------
(Print Name and title of signatory, if applicable)
SIGNATURE PAGE FOR INTEGRATED TELECOM EXPRESS, INC.
AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT
***FIRST AMENDED AND RESTATED SHAREHOLDERS' AGREEMENT***
IN WITNESS WHEREOF, the parties have executed this Stockholders'
Agreement as of the date first written above.
THE COMPANY
INTEGRATED TELECOM EXPRESS, INC.
By: /s/ Xxxxxxx X. Xxxxx
-----------------------------------------------
Xxxxxxx X. Xxxxx
President and Chief Executive Officer
SERIES A STOCKHOLDER
INTEL CORPORATION
--------------------------------------------------
(Print Name)
/s/ Xxxx Xxxx
--------------------------------------------------
(Signature)
Xxxx Xxxx, Assistant Treasurer
--------------------------------------------------
(Print Name and title of signatory, if applicable)
SERIES B STOCKHOLDERS
EVERSPRING INDUSTRY CO., LTD.
--------------------------------------------------
(Print Name)
/s/ Xxxxx Xxxxx
--------------------------------------------------
(Signature)
Xxxxx Xxxxx, Director
--------------------------------------------------
(Print Name and title of signatory, if applicable)
SIGNATURE PAGE FOR INTEGRATED TELECOM EXPRESS, INC.
AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT
***FIRST AMENDED AND RESTATED SHAREHOLDERS' AGREEMENT***
IN WITNESS WHEREOF, the parties have executed this Stockholders'
Agreement as of the date first written above.
THE COMPANY
INTEGRATED TELECOM EXPRESS, INC.
By: /s/ Xxxxxxx X. Xxxxx
-----------------------------------------------
Xxxxxxx X. Xxxxx
President and Chief Executive Officer
SERIES A STOCKHOLDER
INTEL CORPORATION
--------------------------------------------------
(Print Name)
/s/ Xxxx Xxxx
--------------------------------------------------
(Signature)
Xxxx Xxxx, Assistant Treasurer
--------------------------------------------------
(Print Name and title of signatory, if applicable)
SERIES B STOCKHOLDERS
GOLDEN J&N INVESTMENT INC.
--------------------------------------------------
(Print Name)
/s/ Xxxxx Xxxxx
--------------------------------------------------
(Signature)
Xxxxx Xxxxx, C.E.O.
--------------------------------------------------
(Print Name and title of signatory, if applicable)
SIGNATURE PAGE FOR INTEGRATED TELECOM EXPRESS, INC.
AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT
***FIRST AMENDED AND RESTATED SHAREHOLDERS' AGREEMENT***
IN WITNESS WHEREOF, the parties have executed this Stockholders'
Agreement as of the date first written above.
THE COMPANY
INTEGRATED TELECOM EXPRESS, INC.
By: /s/ Xxxxxxx X. Xxxxx
-----------------------------------------------
Xxxxxxx X. Xxxxx
President and Chief Executive Officer
SERIES A STOCKHOLDER
INTEL CORPORATION
--------------------------------------------------
(Print Name)
/s/ Xxxx Xxxx
--------------------------------------------------
(Signature)
Xxxx Xxxx, Assistant Treasurer
--------------------------------------------------
(Print Name and title of signatory, if applicable)
SERIES B STOCKHOLDERS
XXXX X. XXXXXXXX
--------------------------------------------------
(Print Name)
/s/ Xxxx X. Xxxxxxxx
--------------------------------------------------
(Signature)
--------------------------------------------------
(Print Name and title of signatory, if applicable)
SIGNATURE PAGE FOR INTEGRATED TELECOM EXPRESS, INC.
AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT
***FIRST AMENDED AND RESTATED SHAREHOLDERS' AGREEMENT***
IN WITNESS WHEREOF, the parties have executed this Stockholders'
Agreement as of the date first written above.
THE COMPANY
INTEGRATED TELECOM EXPRESS, INC.
By: /s/ Xxxxxxx X. Xxxxx
-----------------------------------------------
Xxxxxxx X. Xxxxx
President and Chief Executive Officer
SERIES A STOCKHOLDER
INTEL CORPORATION
--------------------------------------------------
(Print Name)
/s/ Xxxx Xxxx
--------------------------------------------------
(Signature)
Xxxx Xxxx, Assistant Treasurer
--------------------------------------------------
(Print Name and title of signatory, if applicable)
SERIES B STOCKHOLDERS
WPI INVESTMENT CO., LTD.
--------------------------------------------------
(Print Name)
/s/ X.X. Xxx, President
--------------------------------------------------
(Signature)
X.X. Xxx, President
--------------------------------------------------
(Print Name and title of signatory, if applicable)
SIGNATURE PAGE FOR INTEGRATED TELECOM EXPRESS, INC.
AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT
***FIRST AMENDED AND RESTATED SHAREHOLDERS' AGREEMENT***
IN WITNESS WHEREOF, the parties have executed this Stockholders'
Agreement as of the date first written above.
THE COMPANY
INTEGRATED TELECOM EXPRESS, INC.
By: /s/ Xxxxxxx X. Xxxxx
-----------------------------------------------
Xxxxxxx X. Xxxxx
President and Chief Executive Officer
SERIES A STOCKHOLDER
INTEL CORPORATION
--------------------------------------------------
(Print Name)
/s/ Xxxx Xxxx
--------------------------------------------------
(Signature)
Xxxx Xxxx, Assistant Treasurer
--------------------------------------------------
(Print Name and title of signatory, if applicable)
SERIES B STOCKHOLDERS
JUI-XXXX XXXXX
--------------------------------------------------
(Print Name)
JUI-XXXX XXXXX
--------------------------------------------------
(Signature)
--------------------------------------------------
(Print Name and title of signatory, if applicable)
SIGNATURE PAGE FOR INTEGRATED TELECOM EXPRESS, INC.
AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT
***FIRST AMENDED AND RESTATED SHAREHOLDERS' AGREEMENT***
IN WITNESS WHEREOF, the parties have executed this Stockholders'
Agreement as of the date first written above.
THE COMPANY
INTEGRATED TELECOM EXPRESS, INC.
By: /s/ Xxxxxxx X. Xxxxx
-----------------------------------------------
Xxxxxxx X. Xxxxx
President and Chief Executive Officer
SERIES A STOCKHOLDER
INTEL CORPORATION
--------------------------------------------------
(Print Name)
/s/ Xxxx Xxxx
--------------------------------------------------
(Signature)
Xxxx Xxxx, Assistant Treasurer
--------------------------------------------------
(Print Name and title of signatory, if applicable)
SERIES B STOCKHOLDERS
XXXX, XXX-WEI
--------------------------------------------------
(Print Name)
Xxxx, Xxx-Wei
--------------------------------------------------
(Signature)
--------------------------------------------------
(Print Name and title of signatory, if applicable)
SIGNATURE PAGE FOR INTEGRATED TELECOM EXPRESS, INC.
AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT
***FIRST AMENDED AND RESTATED SHAREHOLDERS' AGREEMENT***
IN WITNESS WHEREOF, the parties have executed this Stockholders'
Agreement as of the date first written above.
THE COMPANY
INTEGRATED TELECOM EXPRESS, INC.
By: /s/ Xxxxxxx X. Xxxxx
-----------------------------------------------
Xxxxxxx X. Xxxxx
President and Chief Executive Officer
SERIES A STOCKHOLDER
INTEL CORPORATION
--------------------------------------------------
(Print Name)
/s/ Xxxx Xxxx
--------------------------------------------------
(Signature)
Xxxx Xxxx, Assistant Treasurer
--------------------------------------------------
(Print Name and title of signatory, if applicable)
SERIES B STOCKHOLDERS
TSAI, XXXXX-XXX
--------------------------------------------------
(Print Name)
/s/ Tsai, Xxxxx-Xxx
--------------------------------------------------
(Signature)
--------------------------------------------------
(Print Name and title of signatory, if applicable)
SIGNATURE PAGE FOR INTEGRATED TELECOM EXPRESS, INC.
AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT
***FIRST AMENDED AND RESTATED SHAREHOLDERS' AGREEMENT***
IN WITNESS WHEREOF, the parties have executed this Stockholders'
Agreement as of the date first written above.
THE COMPANY
INTEGRATED TELECOM EXPRESS, INC.
By: /s/ Xxxxxxx X. Xxxxx
-----------------------------------------------
Xxxxxxx X. Xxxxx
President and Chief Executive Officer
SERIES A STOCKHOLDER
INTEL CORPORATION
--------------------------------------------------
(Print Name)
/s/ Xxxx Xxxx
--------------------------------------------------
(Signature)
Xxxx Xxxx, Assistant Treasurer
--------------------------------------------------
(Print Name and title of signatory, if applicable)
SERIES B STOCKHOLDERS
YE-XXX XXXXX
--------------------------------------------------
(Print Name)
/s/ Ye-Xxx Xxxxx
--------------------------------------------------
(Signature)
--------------------------------------------------
(Print Name and title of signatory, if applicable)
SIGNATURE PAGE FOR INTEGRATED TELECOM EXPRESS, INC.
AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT
***FIRST AMENDED AND RESTATED SHAREHOLDERS' AGREEMENT***
IN WITNESS WHEREOF, the parties have executed this Stockholders'
Agreement as of the date first written above.
THE COMPANY
INTEGRATED TELECOM EXPRESS, INC.
By: /s/ Xxxxxxx X. Xxxxx
-----------------------------------------------
Xxxxxxx X. Xxxxx
President and Chief Executive Officer
SERIES A STOCKHOLDER
INTEL CORPORATION
--------------------------------------------------
(Print Name)
/s/ Xxxx Xxxx
--------------------------------------------------
(Signature)
Xxxx Xxxx, Assistant Treasurer
--------------------------------------------------
(Print Name and title of signatory, if applicable)
SERIES B STOCKHOLDERS
XXX, PI-YUN
--------------------------------------------------
(Print Name)
/s/ Xxx, Pi-Yun
--------------------------------------------------
(Signature)
--------------------------------------------------
(Print Name and title of signatory, if applicable)
SIGNATURE PAGE FOR INTEGRATED TELECOM EXPRESS, INC.
AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT
***FIRST AMENDED AND RESTATED SHAREHOLDERS' AGREEMENT***
IN WITNESS WHEREOF, the parties have executed this Stockholders'
Agreement as of the date first written above.
THE COMPANY
INTEGRATED TELECOM EXPRESS, INC.
By: /s/ Xxxxxxx X. Xxxxx
-----------------------------------------------
Xxxxxxx X. Xxxxx
President and Chief Executive Officer
SERIES A STOCKHOLDER
INTEL CORPORATION
--------------------------------------------------
(Print Name)
/s/ Xxxx Xxxx
--------------------------------------------------
(Signature)
Xxxx Xxxx, Assistant Treasurer
--------------------------------------------------
(Print Name and title of signatory, if applicable)
SERIES B STOCKHOLDERS
YANG HSI-YUAN
--------------------------------------------------
(Print Name)
Yang Hsi-Yuan
--------------------------------------------------
(Signature)
--------------------------------------------------
(Print Name and title of signatory, if applicable)
SIGNATURE PAGE FOR INTEGRATED TELECOM EXPRESS, INC.
AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT
***FIRST AMENDED AND RESTATED SHAREHOLDERS' AGREEMENT***
IN WITNESS WHEREOF, the parties have executed this Stockholders'
Agreement as of the date first written above.
THE COMPANY
INTEGRATED TELECOM EXPRESS, INC.
By: /s/ Xxxxxxx X. Xxxxx
-----------------------------------------------
Xxxxxxx X. Xxxxx
President and Chief Executive Officer
SERIES A STOCKHOLDER
INTEL CORPORATION
--------------------------------------------------
(Print Name)
/s/ Xxxx Xxxx
--------------------------------------------------
(Signature)
Xxxx Xxxx, Assistant Treasurer
--------------------------------------------------
(Print Name and title of signatory, if applicable)
SERIES B STOCKHOLDERS
OU YANG AN LI
--------------------------------------------------
(Print Name)
Ou Yang An Li
--------------------------------------------------
(Signature)
--------------------------------------------------
(Print Name and title of signatory, if applicable)
SIGNATURE PAGE FOR INTEGRATED TELECOM EXPRESS, INC.
AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT
***FIRST AMENDED AND RESTATED SHAREHOLDERS' AGREEMENT***
IN WITNESS WHEREOF, the parties have executed this Stockholders'
Agreement as of the date first written above.
THE COMPANY
INTEGRATED TELECOM EXPRESS, INC.
By: /s/ Xxxxxxx X. Xxxxx
-----------------------------------------------
Xxxxxxx X. Xxxxx
President and Chief Executive Officer
SERIES A STOCKHOLDER
INTEL CORPORATION
--------------------------------------------------
(Print Name)
/s/ Xxxx Xxxx
--------------------------------------------------
(Signature)
Xxxx Xxxx, Assistant Treasurer
--------------------------------------------------
(Print Name and title of signatory, if applicable)
SERIES B STOCKHOLDERS
XXXXX, AN-HUNG
--------------------------------------------------
(Print Name)
/s/ Xxxxx, An-Hung
--------------------------------------------------
(Signature)
--------------------------------------------------
(Print Name and title of signatory, if applicable)
SIGNATURE PAGE FOR INTEGRATED TELECOM EXPRESS, INC.
AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT
***FIRST AMENDED AND RESTATED SHAREHOLDERS' AGREEMENT***
IN WITNESS WHEREOF, the parties have executed this Stockholders'
Agreement as of the date first written above.
THE COMPANY
INTEGRATED TELECOM EXPRESS, INC.
By: /s/ Xxxxxxx X. Xxxxx
-----------------------------------------------
Xxxxxxx X. Xxxxx
President and Chief Executive Officer
SERIES A STOCKHOLDER
INTEL CORPORATION
--------------------------------------------------
(Print Name)
/s/ Xxxx Xxxx
--------------------------------------------------
(Signature)
Xxxx Xxxx, Assistant Treasurer
--------------------------------------------------
(Print Name and title of signatory, if applicable)
SERIES B STOCKHOLDERS
XXX, XXXXX-HUNG
--------------------------------------------------
(Print Name)
/s/ Xxx, Xxxxx-Hung
--------------------------------------------------
(Signature)
Xxx, Xxxxx-Hung, Assistant Vice President
--------------------------------------------------
(Print Name and title of signatory, if applicable)
SIGNATURE PAGE FOR INTEGRATED TELECOM EXPRESS, INC.
AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT
***FIRST AMENDED AND RESTATED SHAREHOLDERS' AGREEMENT***
IN WITNESS WHEREOF, the parties have executed this Stockholders'
Agreement as of the date first written above.
THE COMPANY
INTEGRATED TELECOM EXPRESS, INC.
By: /s/ Xxxxxxx X. Xxxxx
-----------------------------------------------
Xxxxxxx X. Xxxxx
President and Chief Executive Officer
SERIES A STOCKHOLDER
INTEL CORPORATION
--------------------------------------------------
(Print Name)
/s/ Xxxx Xxxx
--------------------------------------------------
(Signature)
Xxxx Xxxx, Assistant Treasurer
--------------------------------------------------
(Print Name and title of signatory, if applicable)
SERIES B STOCKHOLDERS
CHEN-HEN TSEN
--------------------------------------------------
(Print Name)
Chen-Hen Tsen
--------------------------------------------------
(Signature)
--------------------------------------------------
(Print Name and title of signatory, if applicable)
SIGNATURE PAGE FOR INTEGRATED TELECOM EXPRESS, INC.
AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT
***FIRST AMENDED AND RESTATED SHAREHOLDERS' AGREEMENT***
IN WITNESS WHEREOF, the parties have executed this Stockholders'
Agreement as of the date first written above.
THE COMPANY
INTEGRATED TELECOM EXPRESS, INC.
By: /s/ Xxxxxxx X. Xxxxx
-----------------------------------------------
Xxxxxxx X. Xxxxx
President and Chief Executive Officer
SERIES A STOCKHOLDER
INTEL CORPORATION
--------------------------------------------------
(Print Name)
/s/ Xxxx Xxxx
--------------------------------------------------
(Signature)
Xxxx Xxxx, Assistant Treasurer
--------------------------------------------------
(Print Name and title of signatory, if applicable)
SERIES B STOCKHOLDERS
XXXXX-XXXXX XXXX
--------------------------------------------------
(Print Name)
Xxxxx-Xxxxx Xxxx
--------------------------------------------------
(Signature)
--------------------------------------------------
(Print Name and title of signatory, if applicable)
SIGNATURE PAGE FOR INTEGRATED TELECOM EXPRESS, INC.
AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT
***FIRST AMENDED AND RESTATED SHAREHOLDERS' AGREEMENT***
IN WITNESS WHEREOF, the parties have executed this Stockholders'
Agreement as of the date first written above.
THE COMPANY
INTEGRATED TELECOM EXPRESS, INC.
By: /s/ Xxxxxxx X. Xxxxx
-----------------------------------------------
Xxxxxxx X. Xxxxx
President and Chief Executive Officer
SERIES A STOCKHOLDER
INTEL CORPORATION
--------------------------------------------------
(Print Name)
/s/ Xxxx Xxxx
--------------------------------------------------
(Signature)
Xxxx Xxxx, Assistant Treasurer
--------------------------------------------------
(Print Name and title of signatory, if applicable)
SERIES B STOCKHOLDERS
CHIH XXX XXXXX
--------------------------------------------------
(Print Name)
/s/ Chih Xxx Xxxxx
--------------------------------------------------
(Signature)
--------------------------------------------------
(Print Name and title of signatory, if applicable)
SIGNATURE PAGE FOR INTEGRATED TELECOM EXPRESS, INC.
AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT
***FIRST AMENDED AND RESTATED SHAREHOLDERS' AGREEMENT***
IN WITNESS WHEREOF, the parties have executed this Stockholders'
Agreement as of the date first written above.
THE COMPANY
INTEGRATED TELECOM EXPRESS, INC.
By: /s/ Xxxxxxx X. Xxxxx
-----------------------------------------------
Xxxxxxx X. Xxxxx
President and Chief Executive Officer
SERIES A STOCKHOLDER
INTEL CORPORATION
--------------------------------------------------
(Print Name)
/s/ Xxxx Xxxx
--------------------------------------------------
(Signature)
Xxxx Xxxx, Assistant Treasurer
--------------------------------------------------
(Print Name and title of signatory, if applicable)
SERIES B STOCKHOLDERS
PEI-CHANG SU
--------------------------------------------------
(Print Name)
/s/ Pei-Chang Su
--------------------------------------------------
(Signature)
--------------------------------------------------
(Print Name and title of signatory, if applicable)
SIGNATURE PAGE FOR INTEGRATED TELECOM EXPRESS, INC.
AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT
***FIRST AMENDED AND RESTATED SHAREHOLDERS' AGREEMENT***
IN WITNESS WHEREOF, the parties have executed this Stockholders'
Agreement as of the date first written above.
THE COMPANY
INTEGRATED TELECOM EXPRESS, INC.
By: /s/ Xxxxxxx X. Xxxxx
-----------------------------------------------
Xxxxxxx X. Xxxxx
President and Chief Executive Officer
SERIES A STOCKHOLDER
INTEL CORPORATION
--------------------------------------------------
(Print Name)
/s/ Xxxx Xxxx
--------------------------------------------------
(Signature)
Xxxx Xxxx, Assistant Treasurer
--------------------------------------------------
(Print Name and title of signatory, if applicable)
SERIES B STOCKHOLDERS
XXX XXXXX XXXX
--------------------------------------------------
(Print Name)
/s/ Xxx Xxxxx Liao
--------------------------------------------------
(Signature)
--------------------------------------------------
(Print Name and title of signatory, if applicable)
SIGNATURE PAGE FOR INTEGRATED TELECOM EXPRESS, INC.
AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT
***FIRST AMENDED AND RESTATED SHAREHOLDERS' AGREEMENT***
IN WITNESS WHEREOF, the parties have executed this Stockholders'
Agreement as of the date first written above.
THE COMPANY
INTEGRATED TELECOM EXPRESS, INC.
By: /s/ Xxxxxxx X. Xxxxx
-----------------------------------------------
Xxxxxxx X. Xxxxx
President and Chief Executive Officer
SERIES A STOCKHOLDER
INTEL CORPORATION
--------------------------------------------------
(Print Name)
/s/ Xxxx Xxxx
--------------------------------------------------
(Signature)
Xxxx Xxxx, Assistant Treasurer
--------------------------------------------------
(Print Name and title of signatory, if applicable)
SERIES B STOCKHOLDERS
GLORY VENTURE HOLDINGS LIMITED
--------------------------------------------------
(Print Name)
/s/ Xxxx Yua-Xxx
--------------------------------------------------
(Signature)
/s/ Xxxx Yua-Yue
--------------------------------------------------
(Print Name and title of signatory, if applicable)
SIGNATURE PAGE FOR INTEGRATED TELECOM EXPRESS, INC.
AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT
***FIRST AMENDED AND RESTATED SHAREHOLDERS' AGREEMENT***
IN WITNESS WHEREOF, the parties have executed this Stockholders'
Agreement as of the date first written above.
THE COMPANY
INTEGRATED TELECOM EXPRESS, INC.
By: /s/ Xxxxxxx X. Xxxxx
-----------------------------------------------
Xxxxxxx X. Xxxxx
President and Chief Executive Officer
SERIES A STOCKHOLDER
INTEL CORPORATION
--------------------------------------------------
(Print Name)
/s/ Xxxx Xxxx
--------------------------------------------------
(Signature)
Xxxx Xxxx, Assistant Treasurer
--------------------------------------------------
(Print Name and title of signatory, if applicable)
SERIES B STOCKHOLDERS
RICH PROFESSION LIMITED
--------------------------------------------------
(Print Name)
/s/ Chan Wing-Tak, Xxxxxxx
--------------------------------------------------
(Signature)
Chan Wing-Tak, Xxxxxxx (Director)
--------------------------------------------------
(Print Name and title of signatory, if applicable)
SIGNATURE PAGE FOR INTEGRATED TELECOM EXPRESS, INC.
AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT
***FIRST AMENDED AND RESTATED SHAREHOLDERS' AGREEMENT***
IN WITNESS WHEREOF, the parties have executed this Stockholders'
Agreement as of the date first written above.
THE COMPANY
INTEGRATED TELECOM EXPRESS, INC.
By: /s/ Xxxxxxx X. Xxxxx
-----------------------------------------------
Xxxxxxx X. Xxxxx
President and Chief Executive Officer
SERIES A STOCKHOLDER
INTEL CORPORATION
--------------------------------------------------
(Print Name)
/s/ Xxxx Xxxx
--------------------------------------------------
(Signature)
Xxxx Xxxx, Assistant Treasurer
--------------------------------------------------
(Print Name and title of signatory, if applicable)
SERIES B STOCKHOLDERS
AFFLUENT CORPORATION S.A.
--------------------------------------------------
(Print Name)
/s/ Cheng Kar Shun, Xxxxx
--------------------------------------------------
(Signature)
Xx. Xxxxx Kar Shun, Xxxxx
--------------------------------------------------
(Print Name and title of signatory, if applicable)
SIGNATURE PAGE FOR INTEGRATED TELECOM EXPRESS, INC.
AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT
***FIRST AMENDED AND RESTATED SHAREHOLDERS' AGREEMENT***
IN WITNESS WHEREOF, the parties have executed this Stockholders'
Agreement as of the date first written above.
THE COMPANY
INTEGRATED TELECOM EXPRESS, INC.
By: /s/ Xxxxxxx X. Xxxxx
-----------------------------------------------
Xxxxxxx X. Xxxxx
President and Chief Executive Officer
SERIES A STOCKHOLDER
INTEL CORPORATION
--------------------------------------------------
(Print Name)
/s/ Xxxx Xxxx
--------------------------------------------------
(Signature)
Xxxx Xxxx, Assistant Treasurer
--------------------------------------------------
(Print Name and title of signatory, if applicable)
SERIES B STOCKHOLDERS
LEAD LONG TEXTILE CO., LTD.
--------------------------------------------------
(Print Name)
/s/ Xxxx, Xxxx-Ye
--------------------------------------------------
(Signature)
Xxxx, Xxxx-Ye, President
--------------------------------------------------
(Print Name and title of signatory, if applicable)
SIGNATURE PAGE FOR INTEGRATED TELECOM EXPRESS, INC.
AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT
***FIRST AMENDED AND RESTATED SHAREHOLDERS' AGREEMENT***
IN WITNESS WHEREOF, the parties have executed this Stockholders'
Agreement as of the date first written above.
THE COMPANY
INTEGRATED TELECOM EXPRESS, INC.
By: /s/ Xxxxxxx X. Xxxxx
-----------------------------------------------
Xxxxxxx X. Xxxxx
President and Chief Executive Officer
SERIES A STOCKHOLDER
INTEL CORPORATION
--------------------------------------------------
(Print Name)
/s/ Xxxx Xxxx
--------------------------------------------------
(Signature)
Xxxx Xxxx, Assistant Treasurer
--------------------------------------------------
(Print Name and title of signatory, if applicable)
SERIES B STOCKHOLDERS
XXXXX R. HEAD, JR.
--------------------------------------------------
(Print Name)
/s/ Xxxxx R. Head, Jr.
--------------------------------------------------
(Signature)
--------------------------------------------------
(Print Name and title of signatory, if applicable)
SIGNATURE PAGE FOR INTEGRATED TELECOM EXPRESS, INC.
AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT
***FIRST AMENDED AND RESTATED SHAREHOLDERS' AGREEMENT***
IN WITNESS WHEREOF, the parties have executed this Stockholders'
Agreement as of the date first written above.
THE COMPANY
INTEGRATED TELECOM EXPRESS, INC.
By: /s/ Xxxxxxx X. Xxxxx
-----------------------------------------------
Xxxxxxx X. Xxxxx
President and Chief Executive Officer
SERIES A STOCKHOLDER
INTEL CORPORATION
--------------------------------------------------
(Print Name)
/s/ Xxxx Xxxx
--------------------------------------------------
(Signature)
Xxxx Xxxx, Assistant Treasurer
--------------------------------------------------
(Print Name and title of signatory, if applicable)
SERIES B STOCKHOLDERS
T.W. HU
--------------------------------------------------
(Print Name)
/s/ T.W. Hu
--------------------------------------------------
(Signature)
--------------------------------------------------
(Print Name and title of signatory, if applicable)
SIGNATURE PAGE FOR INTEGRATED TELECOM EXPRESS, INC.
AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT
***FIRST AMENDED AND RESTATED SHAREHOLDERS' AGREEMENT***
IN WITNESS WHEREOF, the parties have executed this Stockholders'
Agreement as of the date first written above.
THE COMPANY
INTEGRATED TELECOM EXPRESS, INC.
By: /s/ Xxxxxxx X. Xxxxx
-----------------------------------------------
Xxxxxxx X. Xxxxx
President and Chief Executive Officer
SERIES A STOCKHOLDER
INTEL CORPORATION
--------------------------------------------------
(Print Name)
/s/ Xxxx Xxxx
--------------------------------------------------
(Signature)
Xxxx Xxxx, Assistant Treasurer
--------------------------------------------------
(Print Name and title of signatory, if applicable)
SERIES B STOCKHOLDERS
LEI-LI KUAN
--------------------------------------------------
(Print Name)
/s/ Lei-Li Kuan
--------------------------------------------------
(Signature)
--------------------------------------------------
(Print Name and title of signatory, if applicable)
SIGNATURE PAGE FOR INTEGRATED TELECOM EXPRESS, INC.
AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT
***FIRST AMENDED AND RESTATED SHAREHOLDERS' AGREEMENT***
IN WITNESS WHEREOF, the parties have executed this Stockholders'
Agreement as of the date first written above.
THE COMPANY
INTEGRATED TELECOM EXPRESS, INC.
By: /s/ Xxxxxxx X. Xxxxx
-----------------------------------------------
Xxxxxxx X. Xxxxx
President and Chief Executive Officer
SERIES A STOCKHOLDER
INTEL CORPORATION
--------------------------------------------------
(Print Name)
/s/ Xxxx Xxxx
--------------------------------------------------
(Signature)
Xxxx Xxxx, Assistant Treasurer
--------------------------------------------------
(Print Name and title of signatory, if applicable)
SERIES B STOCKHOLDERS
XXX-XXXXXX XX XXX
--------------------------------------------------
(Print Name)
/s/ Xxx-Xxxxxx Xx Xxx
--------------------------------------------------
(Signature)
--------------------------------------------------
(Print Name and title of signatory, if applicable)
SIGNATURE PAGE FOR INTEGRATED TELECOM EXPRESS, INC.
AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT
***FIRST AMENDED AND RESTATED SHAREHOLDERS' AGREEMENT***
IN WITNESS WHEREOF, the parties have executed this Stockholders'
Agreement as of the date first written above.
THE COMPANY
INTEGRATED TELECOM EXPRESS, INC.
By: /s/ Xxxxxxx X. Xxxxx
-----------------------------------------------
Xxxxxxx X. Xxxxx
President and Chief Executive Officer
SERIES A STOCKHOLDER
INTEL CORPORATION
--------------------------------------------------
(Print Name)
/s/ Xxxx Xxxx
--------------------------------------------------
(Signature)
Xxxx Xxxx, Assistant Treasurer
--------------------------------------------------
(Print Name and title of signatory, if applicable)
SERIES B STOCKHOLDERS
XXXXX XXXXX & XXXXXX XXXXX
--------------------------------------------------
(Print Name)
/s/ Xxxxx Xxxxx /s/ Xxxxxx Xxxxx
--------------------------------------------------
(Signature)
--------------------------------------------------
(Print Name and title of signatory, if applicable)
SIGNATURE PAGE FOR INTEGRATED TELECOM EXPRESS, INC.
AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT
***FIRST AMENDED AND RESTATED SHAREHOLDERS' AGREEMENT***
IN WITNESS WHEREOF, the parties have executed this Stockholders'
Agreement as of the date first written above.
THE COMPANY
INTEGRATED TELECOM EXPRESS, INC.
By: /s/ Xxxxxxx X. Xxxxx
-----------------------------------------------
Xxxxxxx X. Xxxxx
President and Chief Executive Officer
SERIES A STOCKHOLDER
INTEL CORPORATION
--------------------------------------------------
(Print Name)
/s/ Xxxx Xxxx
--------------------------------------------------
(Signature)
Xxxx Xxxx, Assistant Treasurer
--------------------------------------------------
(Print Name and title of signatory, if applicable)
SERIES B STOCKHOLDERS
FU LIN
--------------------------------------------------
(Print Name)
/s/ Fu Lin
--------------------------------------------------
(Signature)
--------------------------------------------------
(Print Name and title of signatory, if applicable)
SIGNATURE PAGE FOR INTEGRATED TELECOM EXPRESS, INC.
AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT
***FIRST AMENDED AND RESTATED SHAREHOLDERS' AGREEMENT***
IN WITNESS WHEREOF, the parties have executed this Stockholders'
Agreement as of the date first written above.
THE COMPANY
INTEGRATED TELECOM EXPRESS, INC.
By: /s/ Xxxxxxx X. Xxxxx
-----------------------------------------------
Xxxxxxx X. Xxxxx
President and Chief Executive Officer
SERIES A STOCKHOLDER
INTEL CORPORATION
--------------------------------------------------
(Print Name)
/s/ Xxxx Xxxx
--------------------------------------------------
(Signature)
Xxxx Xxxx, Assistant Treasurer
--------------------------------------------------
(Print Name and title of signatory, if applicable)
SERIES B STOCKHOLDERS
Peng, Chin-Ying
--------------------------------------------------
(Print Name)
/s/ Peng, Chin-Ying
--------------------------------------------------
(Signature)
--------------------------------------------------
(Print Name and title of signatory, if applicable)
SIGNATURE PAGE FOR INTEGRATED TELECOM EXPRESS, INC.
AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT
***FIRST AMENDED AND RESTATED SHAREHOLDERS' AGREEMENT***
IN WITNESS WHEREOF, the parties have executed this Stockholders'
Agreement as of the date first written above.
THE COMPANY
INTEGRATED TELECOM EXPRESS, INC.
By: /s/ Xxxxxxx X. Xxxxx
-----------------------------------------------
Xxxxxxx X. Xxxxx
President and Chief Executive Officer
SERIES A STOCKHOLDER
INTEL CORPORATION
--------------------------------------------------
(Print Name)
/s/ Xxxx Xxxx
--------------------------------------------------
(Signature)
Xxxx Xxxx, Assistant Treasurer
--------------------------------------------------
(Print Name and title of signatory, if applicable)
SERIES B STOCKHOLDERS
TECHGAINS CORPORATION
--------------------------------------------------
(Print Name)
/s/ Xxxxxx X.X. Xxxx
--------------------------------------------------
(Signature)
Andrew J.S. Kang, Chairman
--------------------------------------------------
(Print Name and title of signatory, if applicable)
SIGNATURE PAGE FOR INTEGRATED TELECOM EXPRESS, INC.
AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT
***FIRST AMENDED AND RESTATED SHAREHOLDERS' AGREEMENT***
IN WITNESS WHEREOF, the parties have executed this Stockholders'
Agreement as of the date first written above.
THE COMPANY
INTEGRATED TELECOM EXPRESS, INC.
By: /s/ Richard H. Forte
-----------------------------------------------
Richard H. Forte
President and Chief Executive Officer
SERIES A STOCKHOLDER
INTEL CORPORATION
--------------------------------------------------
(Print Name)
/s/ Noel Lazo
--------------------------------------------------
(Signature)
Noel Lazo, Assistant Treasurer
--------------------------------------------------
(Print Name and title of signatory, if applicable)
SERIES B STOCKHOLDERS
TECHGAINS INTERNATIONAL CORPORATION
--------------------------------------------------
(Print Name)
/s/ Andrew J.S. Kang
--------------------------------------------------
(Signature)
Andrew J.S. Kang, Chairman
--------------------------------------------------
(Print Name and title of signatory, if applicable)
SIGNATURE PAGE FOR INTEGRATED TELECOM EXPRESS, INC.
AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT
***FIRST AMENDED AND RESTATED SHAREHOLDERS' AGREEMENT***
IN WITNESS WHEREOF, the parties have executed this Stockholders'
Agreement as of the date first written above.
THE COMPANY
INTEGRATED TELECOM EXPRESS, INC.
By: /s/ Richard H. Forte
-----------------------------------------------
Richard H. Forte
President and Chief Executive Officer
SERIES A STOCKHOLDER
INTEL CORPORATION
--------------------------------------------------
(Print Name)
/s/ Noel Lazo
--------------------------------------------------
(Signature)
Noel Lazo, Assistant Treasurer
--------------------------------------------------
(Print Name and title of signatory, if applicable)
SERIES B STOCKHOLDERS
GATEHOUSE INVESTORS, L.L.C.
--------------------------------------------------
(Print Name)
/s/ Curt Snyder
--------------------------------------------------
(Signature)
Curt Snyder, Gen. Managing [ILLEGIBLE]
--------------------------------------------------
(Print Name and title of signatory, if applicable)
SIGNATURE PAGE FOR INTEGRATED TELECOM EXPRESS, INC.
AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT
***FIRST AMENDED AND RESTATED SHAREHOLDERS' AGREEMENT***
IN WITNESS WHEREOF, the parties have executed this Stockholders'
Agreement as of the date first written above.
THE COMPANY
INTEGRATED TELECOM EXPRESS, INC.
By: /s/ Richard H. Forte
-----------------------------------------------
Richard H. Forte
President and Chief Executive Officer
SERIES A STOCKHOLDER
INTEL CORPORATION
--------------------------------------------------
(Print Name)
/s/ Noel Lazo
--------------------------------------------------
(Signature)
Noel Lazo, Assistant Treasurer
--------------------------------------------------
(Print Name and title of signatory, if applicable)
SERIES B STOCKHOLDERS
FRANK LIN
--------------------------------------------------
(Print Name)
/s/ Frank Lin
--------------------------------------------------
(Signature)
Frank Lin, President/CEO
--------------------------------------------------
(Print Name and title of signatory, if applicable)
SIGNATURE PAGE FOR INTEGRATED TELECOM EXPRESS, INC.
AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT
***FIRST AMENDED AND RESTATED SHAREHOLDERS' AGREEMENT***
IN WITNESS WHEREOF, the parties have executed this Stockholders'
Agreement as of the date first written above.
THE COMPANY
INTEGRATED TELECOM EXPRESS, INC.
By: /s/ Richard H. Forte
-----------------------------------------------
Richard H. Forte
President and Chief Executive Officer
SERIES A STOCKHOLDER
INTEL CORPORATION
--------------------------------------------------
(Print Name)
/s/ Noel Lazo
--------------------------------------------------
(Signature)
Noel Lazo, Assistant Treasurer
--------------------------------------------------
(Print Name and title of signatory, if applicable)
SERIES B STOCKHOLDERS
CHUNG-HSIN YANG
--------------------------------------------------
(Print Name)
/s/ Chung Hsin Yang
--------------------------------------------------
(Signature)
--------------------------------------------------
(Print Name and title of signatory, if applicable)
SIGNATURE PAGE FOR INTEGRATED TELECOM EXPRESS, INC.
AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT
***FIRST AMENDED AND RESTATED SHAREHOLDERS' AGREEMENT***
IN WITNESS WHEREOF, the parties have executed this Stockholders'
Agreement as of the date first written above.
THE COMPANY
INTEGRATED TELECOM EXPRESS, INC.
By: /s/ Richard H. Forte
-----------------------------------------------
Richard H. Forte
President and Chief Executive Officer
SERIES A STOCKHOLDER
INTEL CORPORATION
--------------------------------------------------
(Print Name)
/s/ Noel Lazo
--------------------------------------------------
(Signature)
Noel Lazo, Assistant Treasurer
--------------------------------------------------
(Print Name and title of signatory, if applicable)
SERIES B STOCKHOLDERS
JUNG-LUNG HO
--------------------------------------------------
(Print Name)
/s/ Jung-Lung Ho
--------------------------------------------------
(Signature)
--------------------------------------------------
(Print Name and title of signatory, if applicable)
SIGNATURE PAGE FOR INTEGRATED TELECOM EXPRESS, INC.
AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT
***FIRST AMENDED AND RESTATED SHAREHOLDERS' AGREEMENT***
IN WITNESS WHEREOF, the parties have executed this Stockholders'
Agreement as of the date first written above.
THE COMPANY
INTEGRATED TELECOM EXPRESS, INC.
By: /s/ Richard H. Forte
-----------------------------------------------
Richard H. Forte
President and Chief Executive Officer
SERIES A STOCKHOLDER
INTEL CORPORATION
--------------------------------------------------
(Print Name)
/s/ Noel Lazo
--------------------------------------------------
(Signature)
Noel Lazo, Assistant Treasurer
--------------------------------------------------
(Print Name and title of signatory, if applicable)
SERIES B STOCKHOLDERS
TUESY-PING LIANG
--------------------------------------------------
(Print Name)
/s/ Tuesy-Ping Liang
--------------------------------------------------
(Signature)
--------------------------------------------------
(Print Name and title of signatory, if applicable)
SIGNATURE PAGE FOR INTEGRATED TELECOM EXPRESS, INC.
AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT
***FIRST AMENDED AND RESTATED SHAREHOLDERS' AGREEMENT***
IN WITNESS WHEREOF, the parties have executed this Stockholders'
Agreement as of the date first written above.
THE COMPANY
INTEGRATED TELECOM EXPRESS, INC.
By: /s/ Richard H. Forte
-----------------------------------------------
Richard H. Forte
President and Chief Executive Officer
SERIES A STOCKHOLDER
INTEL CORPORATION
--------------------------------------------------
(Print Name)
/s/ Noel Lazo
--------------------------------------------------
(Signature)
Noel Lazo, Assistant Treasurer
--------------------------------------------------
(Print Name and title of signatory, if applicable)
SERIES B STOCKHOLDERS
YUEH-CHUANG CHANG
--------------------------------------------------
(Print Name)
/s/ Yueh-Chuang Chang
--------------------------------------------------
(Signature)
--------------------------------------------------
(Print Name and title of signatory, if applicable)
SIGNATURE PAGE FOR INTEGRATED TELECOM EXPRESS, INC.
AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT
***FIRST AMENDED AND RESTATED SHAREHOLDERS' AGREEMENT***
IN WITNESS WHEREOF, the parties have executed this Stockholders'
Agreement as of the date first written above.
THE COMPANY
INTEGRATED TELECOM EXPRESS, INC.
By: /s/ Richard H. Forte
-----------------------------------------------
Richard H. Forte
President and Chief Executive Officer
SERIES A STOCKHOLDER
INTEL CORPORATION
--------------------------------------------------
(Print Name)
/s/ Noel Lazo
--------------------------------------------------
(Signature)
Noel Lazo, Assistant Treasurer
--------------------------------------------------
(Print Name and title of signatory, if applicable)
SERIES B STOCKHOLDERS
[ILLEGIBLE]
--------------------------------------------------
(Print Name)
[ILLEGIBLE]
--------------------------------------------------
(Signature)
[ILLEGIBLE]
--------------------------------------------------
(Print Name and title of signatory, if applicable)
SIGNATURE PAGE FOR INTEGRATED TELECOM EXPRESS, INC.
AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT
***FIRST AMENDED AND RESTATED SHAREHOLDERS' AGREEMENT***
IN WITNESS WHEREOF, the parties have executed this Stockholders'
Agreement as of the date first written above.
THE COMPANY
INTEGRATED TELECOM EXPRESS, INC.
By: /s/ Richard H. Forte
-----------------------------------------------
Richard H. Forte
President and Chief Executive Officer
SERIES A STOCKHOLDER
INTEL CORPORATION
--------------------------------------------------
(Print Name)
/s/ Noel Lazo
--------------------------------------------------
(Signature)
Noel Lazo, Assistant Treasurer
--------------------------------------------------
(Print Name and title of signatory, if applicable)
SERIES B STOCKHOLDERS
LIN SHONG-RONG
--------------------------------------------------
(Print Name)
/s/ Lin Shong-Rong
--------------------------------------------------
(Signature)
--------------------------------------------------
(Print Name and title of signatory, if applicable)
SIGNATURE PAGE FOR INTEGRATED TELECOM EXPRESS, INC.
AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT
***FIRST AMENDED AND RESTATED SHAREHOLDERS' AGREEMENT***
IN WITNESS WHEREOF, the parties have executed this Stockholders'
Agreement as of the date first written above.
THE COMPANY
INTEGRATED TELECOM EXPRESS, INC.
By: /s/ Richard H. Forte
-----------------------------------------------
Richard H. Forte
President and Chief Executive Officer
SERIES A STOCKHOLDER
INTEL CORPORATION
--------------------------------------------------
(Print Name)
/s/ Noel Lazo
--------------------------------------------------
(Signature)
Noel Lazo, Assistant Treasurer
--------------------------------------------------
(Print Name and title of signatory, if applicable)
SERIES B STOCKHOLDERS
HUEI FENG WANG
--------------------------------------------------
(Print Name)
/s/ Huei Feng Wang
--------------------------------------------------
(Signature)
--------------------------------------------------
(Print Name and title of signatory, if applicable)
SIGNATURE PAGE FOR INTEGRATED TELECOM EXPRESS, INC.
AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT
***FIRST AMENDED AND RESTATED SHAREHOLDERS' AGREEMENT***
IN WITNESS WHEREOF, the parties have executed this Stockholders'
Agreement as of the date first written above.
THE COMPANY
INTEGRATED TELECOM EXPRESS, INC.
By: /s/ Richard H. Forte
-----------------------------------------------
Richard H. Forte
President and Chief Executive Officer
SERIES A STOCKHOLDER
INTEL CORPORATION
--------------------------------------------------
(Print Name)
/s/ Noel Lazo
--------------------------------------------------
(Signature)
Noel Lazo, Assistant Treasurer
--------------------------------------------------
(Print Name and title of signatory, if applicable)
SERIES B STOCKHOLDERS
CHI-SHEN HO
--------------------------------------------------
(Print Name)
/s/ Chi-Shen Ho
--------------------------------------------------
(Signature)
--------------------------------------------------
(Print Name and title of signatory, if applicable)
SIGNATURE PAGE FOR INTEGRATED TELECOM EXPRESS, INC.
AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT
***FIRST AMENDED AND RESTATED SHAREHOLDERS' AGREEMENT***
IN WITNESS WHEREOF, the parties have executed this Stockholders'
Agreement as of the date first written above.
THE COMPANY
INTEGRATED TELECOM EXPRESS, INC.
By: /s/ Richard H. Forte
-----------------------------------------------
Richard H. Forte
President and Chief Executive Officer
SERIES A STOCKHOLDER
INTEL CORPORATION
--------------------------------------------------
(Print Name)
/s/ Noel Lazo
--------------------------------------------------
(Signature)
Noel Lazo, Assistant Treasurer
--------------------------------------------------
(Print Name and title of signatory, if applicable)
SERIES B STOCKHOLDERS
KUANG-HUA HUANG
--------------------------------------------------
(Print Name)
/s/ Kuang-Hua Huang
--------------------------------------------------
(Signature)
--------------------------------------------------
(Print Name and title of signatory, if applicable)
SIGNATURE PAGE FOR INTEGRATED TELECOM EXPRESS, INC.
AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT
***FIRST AMENDED AND RESTATED SHAREHOLDERS' AGREEMENT***
IN WITNESS WHEREOF, the parties have executed this Stockholders'
Agreement as of the date first written above.
THE COMPANY
INTEGRATED TELECOM EXPRESS, INC.
By: /s/ Richard H. Forte
-----------------------------------------------
Richard H. Forte
President and Chief Executive Officer
SERIES A STOCKHOLDER
INTEL CORPORATION
--------------------------------------------------
(Print Name)
/s/ Noel Lazo
--------------------------------------------------
(Signature)
Noel Lazo, Assistant Treasurer
--------------------------------------------------
(Print Name and title of signatory, if applicable)
SERIES B STOCKHOLDERS
THE LIN FAMILY 1987 TRUST
--------------------------------------------------
(Print Name)
/s/ Frank C. Lin /s/ Grace H. Lin
--------------------------------------------------
(Signature)
Frank C. Lin & Grace H. Lin, Trustee
--------------------------------------------------
(Print Name and title of signatory, if applicable)
SIGNATURE PAGE FOR INTEGRATED TELECOM EXPRESS, INC.
AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT
***FIRST AMENDED AND RESTATED SHAREHOLDERS' AGREEMENT***
IN WITNESS WHEREOF, the parties have executed this Stockholders'
Agreement as of the date first written above.
THE COMPANY
INTEGRATED TELECOM EXPRESS, INC.
By: /s/ Richard H. Forte
-----------------------------------------------
Richard H. Forte
President and Chief Executive Officer
SERIES A STOCKHOLDER
INTEL CORPORATION
--------------------------------------------------
(Print Name)
/s/ Noel Lazo
--------------------------------------------------
(Signature)
Noel Lazo, Assistant Treasurer
--------------------------------------------------
(Print Name and title of signatory, if applicable)
SERIES B STOCKHOLDERS
C1D1 LIMITED PARTNERSHIP
--------------------------------------------------
(Print Name)
/s/ Dean C. Tellone
--------------------------------------------------
(Signature)
Dean C. Tellone, General Partner
--------------------------------------------------
(Print Name and title of signatory, if applicable)
SIGNATURE PAGE FOR INTEGRATED TELECOM EXPRESS, INC.
AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT
***FIRST AMENDED AND RESTATED SHAREHOLDERS' AGREEMENT***
IN WITNESS WHEREOF, the parties have executed this Stockholders'
Agreement as of the date first written above.
THE COMPANY
INTEGRATED TELECOM EXPRESS, INC.
By: /s/ Richard H. Forte
-----------------------------------------------
Richard H. Forte
President and Chief Executive Officer
SERIES A STOCKHOLDER
INTEL CORPORATION
--------------------------------------------------
(Print Name)
/s/ Noel Lazo
--------------------------------------------------
(Signature)
Noel Lazo, Assistant Treasurer
--------------------------------------------------
(Print Name and title of signatory, if applicable)
SERIES B STOCKHOLDERS
QUARTET FOUNTAINS INC.
FAN-CHUNG PAN
--------------------------------------------------
(Print Name)
/s/ Fan-Chung Pan
--------------------------------------------------
(Signature)
Fan-Chung Pan, President
--------------------------------------------------
(Print Name and title of signatory, if applicable)
SIGNATURE PAGE FOR INTEGRATED TELECOM EXPRESS, INC.
AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT
***FIRST AMENDED AND RESTATED SHAREHOLDERS' AGREEMENT***
