EXHIBIT 4.01
REGISTRATION RIGHTS AGREEMENT
This Registration Rights Agreement (this "AGREEMENT") is made and entered
into as of December 23, 2004 by and between Flextronics International Ltd., a
Singapore company ("FLEXTRONICS"), and the individuals and entities listed on
Exhibit A attached hereto who execute one or more counterpart signature pages to
this Agreement (the "HOLDERS").
RECITALS
A. This Agreement is entered into pursuant to that certain Amended and
Restated Agreement and Plan of Reorganization dated as of December 23, 2004 (the
"MERGER AGREEMENT") by and among Flextronics, PIC Acquisition Corporation, a
California corporation and a direct wholly-owned subsidiary of Flextronics
("MERGER SUB"), and Peripheral Imaging Corporation, a California corporation
(the "COMPANY").
B. The Merger Agreement provides that, subject to the terms and conditions
of the Merger Agreement, Merger Sub will be merged with and into the Company in
a statutory merger, with the Company as the surviving corporation in the merger
(the "MERGER") in which all of the outstanding shares of common stock of the
Company will be converted into the right to receive ordinary shares, S$0.01 par
value per share, of Flextronics (the "FLEXTRONICS ORDINARY SHARES").
C. As an inducement for the Holders to approve the Merger Agreement, the
Merger and the transactions contemplated by the Merger Agreement, Flextronics
desires to grant the registration rights to the Holders as contained herein.
NOW, THEREFORE, in consideration of the foregoing recitals and the mutual
promises hereinafter set forth, the parties hereto agree as follows:
1. DEFINITIONS AND REFERENCES.
Unless otherwise defined herein, the capitalized terms in this Agreement
have the same meanings given to them in the Merger Agreement. For purposes of
this Agreement, in addition to the definitions set forth elsewhere herein or in
the Merger Agreement, the following terms shall have the following respective
meanings:
"AFFILIATE" of a Holder shall mean a person who controls, is controlled by
or is under common control with such Holder, or the spouse or children (or a
trust exclusively for the benefit of a spouse and/or children) of such Holder.
"REGISTER," "REGISTERED" and "REGISTRATION" shall refer to a registration
effected by preparing and filing a Registration Statement or similar document in
compliance with the United States Securities Act of 1933, as amended (the "1933
ACT"), and the declaration or ordering of effectiveness of such Registration
Statement or document by the United States Securities and Exchange Commission
(the "SEC").
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"REGISTRABLE STOCK" shall mean (a) the Flextronics Ordinary Shares issued
to a Holder pursuant to the Merger Agreement; and (b) any Flextronics Ordinary
Shares issued as (or issuable upon the conversion or exercise of any warrant,
right, option or other convertible security which is issued as) a dividend or
other distribution with respect to, or in exchange for, or in replacement of,
such Flextronics Ordinary Shares. For purposes of this Agreement, any
Registrable Stock shall cease to be Registrable Stock when (x) a Registration
Statement covering such Registrable Stock has been declared effective and such
Registrable Stock has been disposed of pursuant to such effective Registration
Statement, or (y) such Registrable Stock is sold by a person in a transaction
that is exempt from registration pursuant to Rule 144 under the 1933 Act or a
transaction in which the Holders' rights under this Agreement are not assigned
in accordance with Section 6 of this Agreement. In addition, the Registrable
Stock held by any Holder shall cease to be Registrable Stock on such date on
which all of the Registrable Stock held by such Holder can be sold within a
period of three months pursuant to Rule 144 promulgated under the 1933 Act (or
any similar provision then in force).
2. "SHELF" REGISTRATION.
(a) As soon as practicable following the Effective Time of the
Merger, Flextronics shall use commercially reasonable efforts to file with the
SEC within five (5) business days after the Effective Time of the Merger a
"shelf" registration statement on Form S-3 in the format required by the SEC
with all required exhibits pursuant to Rule 415(a)(1) under the 1933 Act (the
"REGISTRATION STATEMENT") for the public resale on a continuous or delayed basis
by the Holders of the Registrable Stock, and shall use all commercially
reasonable efforts to cause the Registration Statement to be declared effective
under the 1933 Act as promptly as possible after the filing thereof, where
"commercially reasonable efforts" involves a level of effort in which
Flextronics proactively and diligently undertakes its obligations hereunder
without any unnecessary material delays or deviations. The plan of distribution
indicated in the Registration Statement will include all such transactions as
the Holders may reasonably request in writing prior to the filing of the
Registration Statement and that can be included in the Registration Statement
under the rules and regulations of the SEC. Flextronics shall use all reasonable
efforts to keep the Registration Statement continuously effective under the 1933
Act until the earlier of (x) the date which is two (2) years after the date
hereof and (y) the date when all Registrable Stock covered by such Registration
Statement has been sold or may be sold pursuant to Rule 144 promulgated under
the 1933 Act (or any similar provision then in force) without application of the
volume limitations under Rule. The Holders will only offer and sell Registrable
Stock in a transaction that is covered by the plan of distribution indicated in
the Registration Statement or is exempt from registration under the 1933 Act.
(b) Subject to Flextronics's compliance with subsection (a) of this
Section 2, the parties hereby acknowledge that Flextronics shall not have any
liability under this Agreement to any person in the event that any Form S-3 is
not declared effective by the SEC.
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3. OBLIGATIONS OF FLEXTRONICS. Flextronics shall:
(a) prepare and file with the SEC such amendments and supplements to
the Registration Statement and the prospectus used in connection therewith as
may be necessary to keep the Registration Statement effective and to comply with
the provisions of the 1933 Act with respect to the disposition of all
Registrable Stock covered by the Registration Statement for the period required
to effect the distribution of the Registrable Stock as set forth in Section 2;
(b) use all reasonable efforts to register or qualify the
Registrable Stock covered by the Registration Statement under the securities or
Blue Sky laws of such jurisdiction within the United States and Puerto Rico as
shall be reasonably requested by the Holders for the distribution of the
Registrable Stock covered by the Registration Statement; provided, however, that
Flextronics shall not be required in connection therewith or as a condition
thereto to qualify to do business in or to file a general consent to service of
process in any jurisdiction wherein it would not but for the requirements of
this paragraph (b) be obligated to do so; and provided, further, that with
respect to Registrable Stock held by any Holder, Flextronics shall not be
required to qualify such Registrable Stock in any jurisdiction in which the
securities regulatory authority requires that such Holder submit any of his or
her Registrable Stock to the terms, provisions and restrictions of any escrow,
lockup or similar agreement(s) for consent to sell Registrable Stock in such
jurisdiction unless such Holder agrees to do so;
(c) promptly notify the Holders at any time when a prospectus
relating thereto is required to be delivered under the 1933 Act of the happening
of any event as a result of which the prospectus included in the Registration
Statement, as then in effect, includes an untrue statement of a material fact or
omits to state any material fact required to be stated therein or necessary to
make the statements therein not misleading in light of the circumstances under
which they were made and, at the request of any Holder, promptly prepare and
furnish to such Holder a reasonable number of copies of a supplement to or an
amendment of such prospectus, or a revised prospectus, as may be necessary so
that, as thereafter delivered to the purchasers of such securities, such
prospectus shall not include an untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary to make the
statements therein not misleading in light of the circumstances under which they
were made; provided, that in the event of a material development or transaction
affecting Flextronics that has not yet been publicly disclosed, if Flextronics
shall furnish to the Holders a written notice executed by a duly authorized
officer of Flextronics (such notice being referred to herein as a "DEFERRAL
NOTICE") that Flextronics has determined in good faith that it would be
adversely affected by such disclosure, Flextronics may defer preparing and
furnishing such supplement or amendment for a period of not more than sixty (60)
consecutive days (and not more than 90 days in any year), at which time it shall
so notify the Holders ("SECOND NOTICE") and shall prepare and furnish to the
Holders any such supplement or amendment as may then be required. Following
receipt of any supplement or amendment to any prospectus, the Holders shall
deliver such amended, supplemental or revised prospectus in connection with any
offers or sales of Registrable Stock, and shall not deliver or use any
prospectus not so amended, supplemented or revised. Following receipt of a
Deferral Notice, the Holders shall not make any further sales of Registrable
Stock pursuant to the Registration Statement until the Holders receive the
Second Notice, and any such amendment or supplement, from Flextronics;
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(d) Furnish to the Holders such numbers of copies of a prospectus,
including a preliminary prospectus, in conformity with the requirements of the
1933 Act, and such other documents as they may reasonably request in order to
facilitate the disposition of Registrable Stock owned by them; and
(e) Cause all such Registrable Stock registered pursuant hereunder
to be listed on each securities exchange on which similar securities issued by
Flextronics are then listed.
4. FURNISH INFORMATION. It shall be a condition precedent to the
obligations of Flextronics to take any action pursuant to this Agreement that
each Holder shall furnish to Flextronics such information regarding itself, the
Registrable Stock held by it, and the intended method of disposition of such
securities as Flextronics shall reasonably request and as shall be required in
connection with the actions to be taken by Flextronics hereunder.
5. EXPENSES. Flextronics and the Company will share equally any filing
fees incurred in connection with the registration pursuant to this Agreement.
All other expenses incurred in connection with the registration pursuant to this
Agreement, excluding underwriters' or brokers' discounts and commissions, but
including, without limitation, word processing, duplicating, printers' and
accounting fees, listing fees, messenger and delivery expenses, all fees and
expenses of complying with state securities or Blue Sky laws, and the fees and
disbursements of counsel for Flextronics, shall be paid by Flextronics. Each
Holder shall bear and pay the underwriting discounts and commissions and
brokerage fees applicable to the sale of securities offered for his or her
account in connection with any registrations, filings and qualifications made
pursuant to this Agreement and the fees and disbursements of any counsel for
such Holder.
6. TRANSFER OF REGISTRATION RIGHTS. The registration rights of a Holder
under this Agreement with respect to any Registrable Stock may be transferred or
assigned to (a) any transferee or assignee of such Registrable Stock who, after
such transfer or assignment, holds at least five thousand (5,000) shares of
Registrable Stock previously held by such Holder or (b) an Affiliate of such
Holder; provided, however, that (i) such Holder shall give Flextronics written
notice prior to the time of such transfer stating the name and address of the
transferee and identifying the securities with respect to which the rights under
this Agreement are being transferred; (ii) such transferee shall agree in
writing, in form and substance reasonably satisfactory to Flextronics, to be
bound as a Holder by the provisions of this Agreement; and (iii) immediately
following such transfer the further disposition of such securities by such
transferee is restricted under the 1933 Act.
7. INDEMNIFICATION. In the event any Registrable Stock is included in a
Registration Statement under this Agreement:
(a) Flextronics shall indemnify and hold harmless each Holder, such
Holder's directors and officers, each person who participates in the offering of
such Registrable Stock, including underwriters (as defined in the 1933 Act), and
each person, if any, who controls such Holder or participating person within the
meaning of the 1933 Act, against any losses, claims, damages or liabilities,
joint or several, to which they may become subject under the 1933 Act or
otherwise, insofar as such losses, claims, damages or liabilities (or
proceedings in respect
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thereof) arise out of or are based upon any untrue or alleged untrue statement
of any material fact contained in the Registration Statement on the effective
date thereof (including any prospectus filed under Rule 424 under the 1933 Act
or any amendments or supplements thereto) or arise out of or are based upon the
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
shall reimburse each such Holder, such Holder's directors and officers, and such
participating person or controlling person for any legal or other expenses
reasonably incurred by them in connection with investigating or defending any
such loss, claim, damage, liability or action; provided, however, that the
indemnity agreement contained in this Section 7(a) shall not apply to amounts
paid in settlement of any such loss, claim, damage, liability or action if such
settlement is effected without the consent of Flextronics; provided, further,
that Flextronics shall not be liable to any Holder, such Holder's directors and
officers, participating person or controlling person in any such case for any
such loss, claim, damage, liability or action to the extent that it arises out
of or is based upon an untrue statement or alleged untrue statement or omission
or alleged omission made in connection with the Registration Statement,
preliminary or final prospectus, or amendments or supplements thereto, in
reliance upon and in conformity with written information furnished by or on
behalf of any such Holder, such Holder's directors and officers, participating
person or controlling person expressly for use in connection with such
registration; provided, further, that Flextronics shall not be liable to any
Holder, such Holder's directors and officers, participating person or
controlling person in any such case for any such loss, claim, damage, liability
or action to the extent that it arises out of or is based upon an offer or sale
by such Holder in violation of any of such Holder's obligations under Section
3(c). Such indemnity shall remain in full force and effect regardless of any
investigation made by or on behalf of any such Holder, such Holder's directors
and officers, participating person or controlling person, and shall survive the
transfer of such securities by such Holder and any termination of this
Agreement.
(b) Each Holder severally and not jointly shall indemnify and hold
harmless Flextronics, each of its directors and officers, each person, if any,
who controls Flextronics within the meaning of the 1933 Act, and each agent and
any underwriter for Flextronics (within the meaning of the 0000 Xxx) against any
losses, claims, damages or liabilities, joint or several, to which Flextronics
or any such director, officer, controlling person, agent or underwriter may
become subject under the 1933 Act or otherwise, insofar as such losses, claims,
damages or liabilities (or proceedings in respect thereof) that arise out of or
are based upon any untrue or alleged untrue statement of any material fact
contained in the Registration Statement (including any prospectus filed under
Rule 424 under the 1933 Act or any amendments or supplements thereto) or arise
out of or are based upon the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading, in each case to the extent, but only to the extent, that
such untrue statement or alleged untrue statement or omission or alleged
omission was made in the Registration Statement, preliminary or final
prospectus, or amendments or supplements thereto, in reliance upon and in
conformity with written information furnished by or on behalf of such Holder
expressly for use in connection with such registration; and each such Holder
shall reimburse any legal or other expenses reasonably incurred by Flextronics
or any such director, officer, controlling person, agent or underwriter in
connection with investigating or defending any such loss, claim, damage,
liability or action; provided, however, that the indemnity agreement contained
in this Section 7(b) shall not apply to amounts paid in settlement of any such
loss, claim, damage, liability or action if such settlement is effected without
the consent of such
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Holder; provided, further, that the liability of each Holder hereunder shall be
limited to the proportion of any such loss, claim, damage, liability or expense
which is equal to the proportion that the net proceeds from the sale of the
shares sold by such Holder under such Registration Statement bears to the total
net proceeds from the sale of all securities sold thereunder, but not in any
event to exceed the net proceeds received by such Holder from the sale of
Registrable Stock covered by such Registration Statement.
(c) Promptly after receipt by an indemnified party under this
Section 7 of notice of the commencement of any action, such indemnified party
shall, if a claim in respect thereof is to be made against any indemnifying
party under this Section 7, notify the indemnifying party in writing of the
commencement thereof and the indemnifying party shall have the right to
participate in and assume the defense thereof with counsel selected by the
indemnifying party and reasonably satisfactory to the indemnified party;
provided, however, that an indemnified party shall have the right to retain its
own counsel, with all fees and expenses thereof to be paid by the indemnifying
party (if representation of such indemnified party by the counsel retained by
the indemnifying party would be inappropriate due to actual or potential
differing interests between such indemnified party and any other party
represented by such counsel in such proceeding), and to be apprised of all
progress in any proceeding the defense of which has been assumed by the
indemnifying party. The failure to notify an indemnifying party promptly of the
commencement of any such action, if and to the extent prejudicial to its ability
to defend such action, shall relieve such indemnifying party of any liability to
the indemnified party under this Section 7, but the omission so to notify the
indemnifying party will not relieve it of any liability that it may have to any
indemnified party otherwise than under this Section 7.
(d) To the extent any indemnification by an indemnifying party is
prohibited or limited by law, the indemnifying party, in lieu of indemnifying
such indemnified party, shall contribute to the amount paid or payable by such
indemnified party as a result of such losses, claims, damages or liabilities in
such proportion as is appropriate to reflect the relative fault of the
indemnifying party and indemnified party in connection with the actions which
resulted in such losses, claims, damages or liabilities, as well as any other
relevant equitable considerations, provided that in no event shall any
contribution by a Holder under this Section 7(d) exceed the net proceeds from
the offering received by such Holder. The relative fault of such indemnifying
party and indemnified party shall be determined by reference to, among other
things, whether any action in question, including any untrue or alleged untrue
statement of material fact or omission or alleged omission to state a material
fact, has been made by, or relates to information supplied by, such indemnifying
party or indemnified party, and the parties' relative intent, knowledge, access
to information and opportunity to correct or prevent such action. The amount
paid or payable by a party as a result of the losses, claims, damages or
liabilities referred to above shall be deemed to include any legal or other fees
or expenses reasonably incurred by such party in connection with any
investigation or proceeding.
The parties hereto agree that it would not be just or equitable if
contribution pursuant to this Section 7(d) were determined by pro rata
allocation or by any other method of allocation which does not take account of
the equitable considerations referred to in the immediately preceding paragraph.
No person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the 0000 Xxx) shall be entitled to contribution from any person who was
not guilty of such fraudulent misrepresentation.
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8. REPORTS UNDER THE SECURITIES EXCHANGE ACT OF 1934. With a view to
making available to the Holders the benefits of Rule 144 promulgated under the
1933 Act and any other rule or regulation of the SEC that may at any time permit
a Holder to sell securities of Flextronics to the public without registration or
pursuant to a registration on Form S-3, Flextronics agrees to:
(a) make and keep public information available, as those terms are
understood and defined in SEC Rule 144, so long as Flextronics remains subject
to the periodic reporting requirements under Sections 13 or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act");
(b) file with the SEC in a timely manner all reports and other
documents required of Flextronics under the 1933 Act and the Exchange Act; and
(c) furnish to any Holder, so long as the Holder owns any
Registrable Stock, forthwith upon written request (i) a written statement by
Flextronics that it has complied with the reporting requirements of SEC Rule
144, the 1933 Act and the Exchange Act, or that it qualifies as a registrant
whose securities may be resold pursuant to Form S-3, (ii) a copy of the most
recent annual or quarterly report of Flextronics and such other reports and
documents so filed by Flextronics, and (iii) such other information as may be
reasonably requested that is necessary or appropriate to avail any Holder of any
rule or regulation of the SEC which permits the selling of any such securities
without registration or pursuant to such form.
9. LEGENDS. Each stock certificate representing Flextronics Ordinary
Shares issued pursuant to the Merger Agreement shall bear the following legend
(in addition to any legends required by applicable state laws):
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). THESE
SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED, OR TRANSFERRED UNLESS (1) A
REGISTRATION STATEMENT UNDER THE 1933 ACT (AND A CURRENT PROSPECTUS) IS IN
EFFECT AS TO THE SECURITIES, (2) AN EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE 1933 ACT IS AVAILABLE, OR (3) THE SECURITIES ARE SOLD
PURSUANT TO RULE 144 OF THE 1933 ACT. THE ISSUER OF THESE SECURITIES MAY
REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE
ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE
WITH THE 1933 ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
Flextronics may issue appropriate "stop transfer" instructions to its transfer
agent. Flextronics shall not be required (a) to transfer or have transferred on
its books any Flextronics Ordinary Shares issued pursuant to the Merger
Agreement that have been sold or otherwise transferred in violation of any of
the provisions of (i) the legend set forth in this Section 9, (ii) any other
provisions of the Merger Agreement or this Agreement, (iii) any applicable law
or (iv) the Selling Shareholder Questionnaire attached as Annex H to the Consent
Solicitation and Information Statement dated as of December 17, 2004, or (b) to
treat as owner of such shares or to accord the right to vote or pay dividends to
any purchaser or other transferee to whom such
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shares shall have been so transferred in violation of any law or of any
provision of the Merger Agreement, this Agreement or the Selling Shareholder
Questionnaire.
10. GENERAL PROVISIONS.
(a) Notices. Any notice, request or other communication required or
permitted hereunder shall be in writing and shall be deemed to have been duly
given if personally delivered, transmitted by facsimile (with confirmation of
successful electronic transmission), delivered by nationally recognized
overnight courier or if deposited in the U.S. mail by registered or certified
mail, return receipt requested, postage prepaid. Notices shall be delivered at
the addresses set forth in the signature page hereto. Any party hereto may by
notice so given change its address or facsimile number for future notices
hereunder. Notice shall conclusively be deemed to have been given when
personally delivered or on the third business day after deposit in the mail in
the manner set forth above.
(b) Entire Agreement; Independence of Obligations. This Agreement
constitutes and contains the entire agreement and understanding of the parties
with respect to the subject matter hereof and supersedes any and all prior
negotiations, correspondence, agreements, understandings, duties or obligations
between the parties respecting the subject matter hereof. In the event of any
conflict between this Agreement and the Merger Agreement, the terms of this
Agreement shall control.
(c) Governing Law. This Agreement shall be governed by and construed
in accordance with the internal laws of the State of California without regard
to conflicts of law principles.
(d) Severability. If one or more provisions of this Agreement are
held to be unenforceable under applicable law, then such provision(s) shall be
excluded from this Agreement and the balance of this Agreement shall be
interpreted as if such provision(s) were so excluded and shall be enforceable in
accordance with its terms.
(e) Third Parties. Nothing in this Agreement, express or implied, is
intended to confer upon any person, other than the parties hereto and their
successors, transferees (pursuant to Section 6) and assigns, any rights or
remedies under or by reason of this Agreement.
(f) Successors and Assigns. Subject to the provisions of Section 6,
the provisions of this Agreement shall inure to the benefit of, and shall be
binding upon, the successors, transferees and permitted assigns of the parties
hereto.
(g) Captions. The captions to sections of this Agreement have been
inserted for identification and reference purposes only and shall not be used to
construe or interpret this Agreement.
(h) Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, and all of which
together shall constitute one instrument.
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(i) Costs and Attorneys' Fees. In the event that any action, suit or
other proceeding is instituted concerning or arising out of this Agreement or
any transaction contemplated hereunder, the prevailing party shall recover all
of such party's costs and attorneys' fees incurred in each such action, suit or
other proceeding, including any and all appeals or petitions therefrom.
(j) Adjustments for Stock Splits, Etc. Wherever in this Agreement
there is a reference to a specific number of Flextronics Ordinary Shares, then,
upon the occurrence of any subdivision, combination or share dividend of such
class of shares, the specific number of shares so referenced in this Agreement
shall automatically be proportionally adjusted to reflect the effect on the
outstanding shares of such class or series of shares by such subdivision,
combination or share dividend.
(k) Arbitration of Disputes. Any disputes arising under this
Agreement shall be subject to the arbitration provisions set forth in Section
9.1 of the Merger Agreement.
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IN WITNESS WHEREOF, the parties hereto have executed this Registration
Rights Agreement as of the date and year first above written.
FLEXTRONICS INTERNATIONAL LTD.
By: /s/ Xxxxx Xxxxxxxxx
Name: Xxxxx Xxxxxxxxx
Title: Authorized Signatory
HOLDER:
By: /s/ I.H. Yeh
Name: I.H. Yeh
Title: President
Address: Innovation LST. RD, Science-Based
Industrial Park, Hsin-Chu, Taiwan, R.O.C.
Facsimile: 000-0-0000000
Title: Elan Microelectronics Corporation
HOLDER:
By: /s/ HMC/ Oung, Sai Wah
Name: HMC/Oung, Sai Wah
Title: President
Address: 10-3 F, Xx. 000 Xxxxx Xxxx Xx., Xxx. 0 Xxxxx Xx Xxxx,
Xxxxxx, Xxxxxx R.O.C.
Facsimile: 886-2-8221-2976
Title: President
HOLDER:
By: /s/ Xxxx Xxx Wu
Name: Xxxx Xxx Wu
Title: President & CEO
Address: 0xx Xxxxx, Xx. 0, Xxxxx 00, Xxxx 00
Xxx-Xxxxxx Xx., Xxxx-Xxxx Xxxx, Xxxxxx Xxxxx,
Xxxxxx
Facsimile: 886-2-2918-9823
Title: Pixon Technologies Corp.
HOLDER:
By: /s/ Ching-Xxx Xxxx
Name: Xxxxx-Xxx Xxxx
Title:
Address:
Facsimile:
Title:
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HOLDER:
By: /s/ Chi-Xxx Xxxxx
Name: Chi-Xxx Xxxxx
Title:
Address:
Facsimile:
Title:
HOLDER:
By: /s/ Xxxx X. Xxxx
Name: Xxxx X. Xxxx
Title:
Address:
Facsimile:
Title:
HOLDER:
By: /s/ Ai-Xxx Xxx
Name: Ai-Xxx Xxx
Title:
Address:
Facsimile:
Title:
HOLDER:
By: /s/ Oung, Sai Wah
Name: Oung, Sai Wah
Title:
Address:
Facsimile:
Title:
HOLDER:
By: /s/ Ming-Xxx Xxxx
Name: Ming-Xxx Xxxx
Title:
Address:
Facsimile:
Title:
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HOLDER:
By: /s/ Xxxx X. Xxxxxx
Name: Xxxx X. Xxxxxx
Title:
Address:
Facsimile:
Title:
HOLDER:
By: /s/ Xxxx Xxx Wu
Name: Xxxx Xxx Wu
Title:
Address:
Facsimile:
Title:
HOLDER:
By: /s/ Wang Xxxxx Xxxx
Name: Xxxx Xxxxx Xxxx
Title:
Address:
Facsimile:
Title:
HOLDER:
By: /s/ Yen-Xxxx Xxxx
Name: Yen-Xxxx Xxxx
Title:
Address:
Facsimile:
Title:
HOLDER:
By: /s/ Lichune Xxxxxxxx Xxxx
Name: Lichune Xxxxxxxx Xxxx
Title:
Address:
Facsimile:
Title:
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HOLDER:
By: /s/ Xxxx-Xxxx Pan
Name: Pan, Xxxx-Xxxx
Title:
Address:
Facsimile:
Title:
HOLDER:
By: /s/ Xxxxx Xxxxxxxxxx
Name: Xxxxx Xxxxxxxxxx
Title:
Address:
Facsimile:
Title:
HOLDER:
By: /s/ Fu-Xxx Xxx
Name: Fu-Xxx Xxx
Title:
Address:
Facsimile:
Title:
HOLDER:
By: /s/ Hsin-Fu Xxxxx
Name: Hsin-Fu- Tseng
Title:
Address:
Facsimile:
Title:
HOLDER:
By: /s/ Xxxxxxxx Xxxxxx
Name: Xxxxxxxx Xxxxxx
Title:
Address:
Facsimile:
Title:
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HOLDER:
By: /s/ Tri Xxxx
Name: Tri Xxxx
Title:
Address:
Facsimile:
Title:
HOLDER:
By: /s/ Xxxxx Xxxx
Name: Xxxxx Xxxx
Title:
Address:
Facsimile:
Title:
HOLDER:
By: /s/ Xxxxx (Sung-Ho) Xxxx
Name: Xxxxx (Sung-Ho) Xxxx
Title:
Address:
Facsimile:
Title:
HOLDER:
By: /s/ Phen X. Xxx
Name: Phen X. Xxx
Title:
Address:
Facsimile:
Title:
HOLDER:
By: /s/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
Title:
Address:
Facsimile:
Title:
14
HOLDER:
By: /s/ Xxx Xxx
Name: Xxx Xxx
Title:
Address:
Facsimile:
Title:
HOLDER:
By: /s/ Xxxx-Xxx Xxxxx
Name: Xxxx-Xxx Xxxxx
Title:
Address:
Facsimile:
Title:
HOLDER:
By: /s/ Chinlee Wang
Name: Chinlee Wang
Title:
Address:
Facsimile:
Title:
HOLDER:
By: /s/ Xxxx X. Xxxxxxx
Name: Xxxx X. Xxxxxxx
Title:
Address:
Facsimile:
Title:
HOLDER:
By: /s/ Wai Xxxx Xxxx
Name: Xxx Xxxx Xxxx
Title:
Address:
Facsimile:
Title:
15
HOLDER:
By: /s/ Xxx Xxxx
Name: Xxx Xxxx
Title:
Address:
Facsimile:
Title:
HOLDER:
By: /s/ Xxxx X. Xxxx
Name: Xxxx X. Xxxx
Title:
Address:
Facsimile:
Title:
HOLDER:
By: /s/ Xxxxx Xxxx Mo
Name: Xxxxx Xxxx Mo
Title:
Address:
Facsimile:
Title:
[SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]
16
