EXHIBIT 4.01
REGISTRATION AGREEMENT
AGREEMENT dated as of December 3, 1999 between Xxxxxx Micro Inc., a
Delaware corporation ("Xxxxxx"), and SOFTBANK CORP., a Japanese corporation
("SOFTBANK").
For good and valuable consideration (the receipt and sufficiency of which
is hereby acknowledged), Xxxxxx and SOFTBANK agree as follows:
ARTICLE 1
DEFINITIONS
SECTION 1.01. Definitions. The following terms, as used herein, have the
following meanings:
"Affiliate" means, with respect to any Person, any other Person directly
or indirectly controlling, controlled by, or under common control with, such
Person. For the purposes of this definition, "control" when used with respect
to any Person, means the possession, directly or indirectly, of the power to
direct or cause the direction of the management and policies of such Person,
whether through the ownership of voting securities, by contract or otherwise;
and the terms "controlling" and "controlled" have meanings correlative to the
foregoing.
"Commission" means the Securities and Exchange Commission.
"Exchange Act" means the Securities Exchange Act of 1934, as amended.
"Holders" means SOFTBANK and any other Person, who, pursuant to the terms
hereof, shall become a party to or agree to be bound by the terms of this
Agreement after the date hereof.
"Xxxxxx Class A Common Stock" means the Class A Common Stock, par value
$0.01 per share, of Xxxxxx.
"Person" means an individual, corporation, partnership, limited liability
company, trust, association or any other entity or organization.
"Registrable Securities" means any shares of Xxxxxx Class A Common Stock
issued or issuable to a Holder upon exercise of the Warrant; provided that such
securities shall cease to be Registrable Securities if and when (i) a
registration statement with respect to the disposition of such securities shall
have become effective under the
Securities Act and such securities shall have been disposed of pursuant to such
effective registration statement, (ii) such securities shall have been sold
under circumstances in which all of the applicable conditions of Rule 144 (or
any similar provisions then in force) are met, (iii) all such securities have
been otherwise transferred to holders who may trade such securities without
restriction under the Securities Act, and Xxxxxx has delivered a new
certificate or other evidence of ownership for such securities not bearing a
restrictive legend, or (iv) in the opinion of Xxxxxx'x counsel, all such
securities may be sold without any time, volume or manner limitations pursuant
to Rule 144(k) (or any similar provision then in effect) under the Securities
Act. In the event of any merger, reorganization, consolidation,
recapitalization or other change in corporate structure affecting the Xxxxxx
Class A Common Stock, such adjustment shall be deemed to be made in the
definition of "Registrable Securities" as is appropriate in order to prevent
any dilution or enlargement of the rights granted pursuant to this Agreement.
"Registration Expenses" means all (i) registration and filing fees, (ii)
fees and expenses of compliance with securities or blue sky laws, (iii)
printing expenses, (iv) internal expenses of Xxxxxx, (v) fees and disbursements
of counsel for Xxxxxx, (vi) customary fees and expenses for independent
certified public accountants retained by Xxxxxx, (vii) fees and expenses of any
special experts retained by Xxxxxx in connection with such registration, (viii)
fees and expenses of listing the Registrable Securities on a securities
exchange and (ix) reasonable fees and disbursements of one separate firm of
attorneys for the Holders including Registrable Securities in such registration
(which counsel shall be selected by Holders owning a majority of the
Registrable Securities requested to be included in such registration by all
stockholders and shall be reasonably acceptable to Xxxxxx); but shall not
include any underwriting fees or discounts or commissions attributable to the
sale of Registrable Securities.
"Rule 144" means Rule 144 under the Securities Act.
"Securities Act" means the Securities Act of 1933, as amended.
"Warrant" means the Warrant to purchase 1,500,000 shares of Xxxxxx Class A
Common Stock dated the date hereof and issued to SOFTBANK.
ARTICLE 2
SHELF REGISTRATION
SECTION 2.01. Shelf Registration.
(a) No later than December 31, 1999, Xxxxxx shall prepare and file with
the Commission a shelf registration statement (as amended and supplemented from
time to
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time, the "Shelf Registration Statement") relating to the Registrable
Securities in accordance with Rule 415 under the Securities Act and will use
its reasonable best efforts to cause such Shelf Registration Statement to be
declared effective as soon as practicable thereafter and to keep such Shelf
Registration Statement continuously effective and in compliance with the
Securities Act and usable for resale of such Registrable Securities for a
period commencing on the date on which the Commission declares such Shelf
Registration Statement effective and ending on the sixth anniversary of the
date hereof or such earlier date on which all Registrable Securities covered by
such registration statement have been sold or cease to be Registrable
Securities. Xxxxxx shall not be liable for the failure of any such registration
to become effective provided that Xxxxxx complies with its obligations
hereunder.
(b) Xxxxxx shall pay all Registration Expenses in connection with the
Shelf Registration Statement. Each Holder shall pay all underwriting discounts
and commissions and transfer taxes, if any, relating to the sale or disposition
of such Holder's Registrable Securities pursuant to the Shelf Registration
Statement.
(c) Prior to the filing with the Commission of any Shelf Registration
Statement or Subsequent Shelf Registration Statement (including any amendments
thereto) and the distribution or delivery of any prospectus (including any
supplements thereto), Xxxxxx shall (i) provide draft copies thereof to the
Holders and reflect in such documents all such comments as the Holders (and
their counsel) reasonably may propose respecting the Selling Shareholders and
Plan of Distribution sections (or equivalents) and (ii) furnish to each Holder
such numbers of copies of a prospectus including a preliminary prospectus or
any amendment or supplement to any prospectus, as applicable, in conformity
with the requirements of the Securities Act, and such other documents, as such
Holder may reasonably request in order to facilitate the public sale or other
disposition of the securities owned by such Holder.
SECTION 2.02. Registration Procedures.
(a) The Holders will provide to Xxxxxx at least 10 business days prior
written notice of their desire to make any offer or sale of any Registrable
Securities pursuant to the Shelf Registration Statement. If Ingram shall
determine, in its good faith judgment, that to permit offers or sales pursuant
to the Shelf Registration Statement would require Ingram to disclose material
nonpublic information (a "Disadvantageous Condition"), Ingram may, by delivery
of notice to the Holders within 5 days after Xxxxxx'x receipt of the written
notice from the Holders described above, suspend offers and sales pursuant to
the Shelf Registration Statement for a period (each such period, a "Blackout
Period") of not more than 60 consecutive days from the date of Xxxxxx'x
determination; provided that not more than two Blackout Periods may occur
during any period of twelve consecutive months.
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If Xxxxxx determines to initiate a Blackout Period, Xxxxxx shall deliver a
notice to such effect to each Holder that has indicated (pursuant to the
written notice referred to above) a desire to sell Registrable Securities and
such Persons shall forthwith discontinue use of the prospectus and prospectus
supplement contained in such registration statement and, if so directed by
Xxxxxx, shall deliver to Xxxxxx all copies of the prospectus and prospectus
supplement then covering such Registrable Securities current at the time of
receipt of such notice.
Each Holder shall furnish to Xxxxxx in writing such information as Xxxxxx
may reasonably request in the context of such transactions, and shall otherwise
cooperate with Xxxxxx in connection with the Shelf Registration Statement.
Xxxxxx may exclude from the Shelf Registration Statement the Registrable
Securities of any Holder if such Holder fails to furnish such reasonably
requested information within three business days after receiving any request
therefor. Each selling Holder agrees to promptly furnish additional information
required to be disclosed in order to make the information previously provided
to Xxxxxx by such Holder not materially misleading.
(b) Xxxxxx agrees to supplement or amend the Shelf Registration Statement
to the extent required by the Securities Act and to furnish to each Holder and
each underwriter, if any, of the Registrable Securities copies of such
amendment or supplement within (i) if delivery is to Japan, five business days
of the effectiveness of such amendment or supplement or (ii) if delivery is
within the United States, three business days of the effectiveness of such
amendment or supplement. Each Holder agrees that, upon receipt of any notice
from Xxxxxx of the happening of any event requiring the preparation of an
amendment or supplement, such Holder will forthwith discontinue disposition of
Registrable Securities pursuant to the registration statement covering such
Registrable Securities until such Holder's receipt of the copies of the
supplemented or amended prospectus contemplated above, and, if so directed by
Xxxxxx, such Holder will deliver to Xxxxxx all copies in its possession of the
most recent prospectus and supplement covering such Registrable Securities at
the time of receipt of such notice; provided that if the Holder is so required
pursuant to any such notice to discontinue disposition of Registrable
Securities for more than 10 business days in the case of clause (i) above or 8
business days in the case of clause (ii) above, such discontinuation shall be
counted as one of Xxxxxx'x permitted Blackout Periods under Section 2.02(a).
(c) Xxxxxx shall as promptly as practicable notify the Holders in writing
if the Shelf Registration Statement ceases to be effective for any reason at
any time during the period specified in Section 2.01(a) (other than because all
Registrable Securities registered thereunder shall have been resold pursuant
thereto or shall have ceased to be Registrable Securities), Xxxxxx shall use
all reasonable efforts to obtain the prompt withdrawal of any order suspending
the effectiveness thereof, and in any event shall within thirty days of such
cessation of effectiveness amend the Shelf Registration Statement in a manner
reasonably expected to obtain the withdrawal of the order
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suspending the effectiveness thereof, or file an additional shelf Registration
Statement covering all of the securities that as of the date of such filing are
Registrable Securities (a "Subsequent Shelf Registration Statement"). If a
Subsequent Shelf Registration Statement is filed, Xxxxxx shall use all
reasonable efforts to cause the Subsequent Shelf Registration Statement to
become effective as promptly as is practicable after such filing and to keep
such Subsequent Shelf Registration Statement continuously effective until the
end of the period specified in Section 2.01(a).
(d) Xxxxxx will use its reasonable best efforts to register or qualify the
Registrable Securities under such securities or blue sky laws of such
jurisdictions in the United States as any Holder of Registrable Securities
reasonably requests; provided that Xxxxxx will not be required to (i) qualify
generally to do business in any jurisdiction where it would not otherwise be
required to qualify but for this paragraph, (ii) subject itself to taxation in
any such jurisdiction or (iii) consent to general service of process in any
such jurisdiction. Xxxxxx further agrees to use its reasonable best efforts to
cause all such Registrable Securities to be listed on each securities exchange
on which similar securities issued by Xxxxxx are then listed.
SECTION 2.03. Indemnification by Xxxxxx. Xxxxxx agrees to indemnify and
hold harmless to the fullest extent permitted by law each Holder of Registrable
Securities covered by the Shelf Registration Statement, its officers, directors
and agents, and each Person, if any, who controls such Holder within the
meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act
from and against any and all losses, claims, damages, liabilities and expenses
caused by any untrue statement or alleged untrue statement of a material fact
contained in the Shelf Registration Statement or any Subsequent Shelf
Registration Statement or any prospectus relating to the Registrable Securities
(as amended or supplemented if Xxxxxx shall have furnished any amendments or
supplements thereto) or any preliminary, summary or final prospectus or any
amendments or supplements thereto, or caused by 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 Xxxxxx will
reimburse such Holders for any legal or any other expenses reasonably incurred
by them in connection with investigating or defending such loss, claim, damage,
liability or expense except insofar as such losses, claims, damages,
liabilities or expenses are caused by any such untrue statement or omission or
alleged untrue statement or omission based upon information furnished in
writing to Xxxxxx by such Holder or on such Holder's behalf by an authorized
representative of such Holder in either such case expressly for use therein;
provided, that with respect to any untrue statement or omission or alleged
untrue statement or omission made in any preliminary prospectus, or in any
prospectus, as the case may be, the indemnity agreement contained in this
paragraph shall not apply to the extent that any such loss, claim, damage,
liability or expense results from the fact that a current copy of the
prospectus (or, in the case of a prospectus, the prospectus as amended or
supplemented) was not sent or given to the Person asserting any such loss,
claim,
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damage, liability or expense at or prior to the written confirmation of the
sale of the Registrable Securities concerned to such Person if it is determined
that Xxxxxx has timely provided such prospectus and it was the responsibility
of such Holder to provide such Person with a current copy of the prospectus (or
such amended or supplemented prospectus, as the case may be) and such current
copy of the prospectus (or such amended or supplemented prospectus, as the case
may be) would have cured the defect giving rise to such loss, claim, damage,
liability or expense. Xxxxxx also agrees to indemnify any underwriters of the
Registrable Securities, their officers and directors and each Person who
controls such underwriters on substantially the same basis as that of the
indemnification of the Holders provided in this Section 2.03.
SECTION 2.04. Indemnification by the Holders of Registrable Securities.
The Holders of Registrable Securities included in the Shelf Registration
Statement agree, on a basis that is joint and several as among all Holders who
are Affiliates of one another (and several but not joint as among Holders who
are not Affiliates), to indemnify and hold harmless to the fullest extent
permitted by law (including without limitation reimbursement of Xxxxxx for any
legal or any other expenses reasonably incurred by it in investigating or
defending such loss, claim, damage, liability or expense) Xxxxxx, its officers,
directors and agents and each Person, if any, who controls Xxxxxx within the
meaning of either Section 15 of the Securities Act or Section 20 of the
Exchange Act to the same extent as the foregoing indemnity from Xxxxxx to such
Holders, but only (i) with respect to information furnished in writing by such
Holders or on such Holders' behalf by an authorized representative of such
Holder in either case expressly for use in the Shelf Registration Statement or
any Subsequent Shelf Registration Statement or prospectus relating to the
Registrable Securities, or any amendment or supplement thereto, or any
preliminary, summary or final prospectus or any amendments or supplements
thereto or (ii) to the extent that any loss, claim, damage, liability or
expense described in Section 2.03 results from the fact that a current copy of
the prospectus (or, in the case of a prospectus, the prospectus as amended or
supplemented) was not sent or given to the Person asserting any such loss,
claim, damage, liability or expense at or prior to the written confirmation of
the sale of the Registrable Securities concerned to such Person if it is
determined that Xxxxxx has timely provided such a prospectus and it was the
responsibility of a Holder to provide such Person with a current copy of the
prospectus (or such amended or supplemented prospectus, as the case may be) and
such current copy of the prospectus (or such amended or supplemented
prospectus, as the case may be) would have cured the defect giving rise to such
loss, claim, damage, liability or expense. Each Holder also agrees to indemnify
and hold harmless underwriters of the Registrable Securities, their officers
and directors and each Person who controls such underwriters on substantially
the same basis as that of the indemnification of Xxxxxx provided in this
Section 2.04.
SECTION 2.05. Conduct of Indemnification Proceedings. In case any
proceeding (including any governmental investigation) shall be instituted
involving any Person in
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respect of which indemnity may be sought pursuant to Section 2.03 or 2.04, such
Person (an "Indemnified Party") shall promptly notify the Person against whom
such indemnity may be sought (the "Indemnifying Party") in writing and the
Indemnifying Party shall assume the defense thereof, including the employment
of counsel reasonably satisfactory to such Indemnified Party, and shall assume
the payment of all fees and expenses. In any such proceeding, any Indemnified
Party shall have the right to retain its own counsel, but the fees and expenses
of such counsel shall be at the expense of such Indemnified Party unless (i)
the Indemnifying Party and the Indemnified Party shall have mutually agreed to
the retention of such counsel, (ii) the Indemnified Party has been advised in
writing by its counsel that representation of both parties by the same counsel
would be inappropriate due to actual or potential differing interests between
them or (iii) the Indemnifying Party shall have failed to assume the defense of
such action within a reasonable period of time following receipt of the notice
seeking indemnity referred to above or employ counsel reasonably satisfactory
to the Indemnified Party. It is understood that the Indemnifying Party shall
not, in connection with any proceeding or related proceedings in the same
jurisdiction, be liable for the reasonable fees and expenses of more than one
separate firm of attorneys (in addition to any local counsel) at any time for
all such Indemnified Parties. In the case of any such separate firm for the
Indemnified Parties, such firm shall be designated in writing by the
Indemnified Party who had the largest number of Registrable Securities included
in such registration. The Indemnifying Party shall not be liable for any
settlement of any proceeding effected without its written consent which consent
shall not be unreasonably withheld, but if settled with such consent, or if
there be a final judgment for the plaintiff, the Indemnifying Party shall
indemnify and hold harmless such Indemnified Parties from and against any loss
or liability (to the extent stated above) by reason of such settlement or
judgment. No Indemnifying Party shall, without the prior written consent of the
Indemnified Party, effect any settlement of any pending or threatened
proceeding in respect of which any Indemnified Party is or could have been a
party and indemnity could have been sought hereunder by such Indemnified Party,
unless such settlement includes an unconditional release of such Indemnified
Party from all liability arising out of such proceeding.
SECTION 2.06. Contribution. If the indemnification provided for hereunder
is unavailable to the Indemnified Parties in respect of any losses, claims,
damages or liabilities referred to herein, then each such 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 (i) as between Xxxxxx and the Holders on the one hand
and the underwriters on the other, in such proportion as is appropriate to
reflect the relative benefits received by Xxxxxx and the Holders on the one
hand and the underwriters on the other from the offering of the securities, or
if such allocation is not permitted by applicable law, in such proportion as is
appropriate to reflect not only the relative benefits but also the relative
fault of Xxxxxx and the Holders on the one hand and of the underwriters on the
other in connection with
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the statements or omissions which resulted in such losses, claims, damages or
liabilities, as well as any other relevant equitable considerations and (ii) as
between Xxxxxx on the one hand and each Holder of Registrable Securities on the
other, in such proportion as is appropriate to reflect the relative fault of
Xxxxxx and of each such Holder in connection with such statements or omissions,
as well as any other relevant equitable considerations. The relative benefits
received by Xxxxxx and the Holders on the one hand and the underwriters on the
other shall be deemed to be in the same proportion as the total proceeds from
the offering (net of underwriting discounts and commissions but before
deducting expenses) received by Xxxxxx and the Holders bear to the total
underwriting discounts and commissions received by the underwriters, in each
case as set forth in the table on the cover page of the prospectus. The
relative fault of Xxxxxx and the Holders on the one hand and of the
underwriters on the other shall be determined by reference to, among other
things, whether the untrue or alleged untrue statement of a material fact or
the omission or alleged omission to state a material fact relates to
information supplied by Xxxxxx and the Holders or by the underwriters. The
relative fault of Xxxxxx on the one hand and of each such Holder on the other
shall be determined by reference to, among other things, whether the untrue or
alleged untrue statement of a material fact or the omission or alleged omission
to state a material fact relates to information supplied by such party, and the
parties' relative intent, knowledge, access to information and opportunity to
correct or prevent such statement or omission.
Xxxxxx and the Holders of Registrable Securities agree that it would not
be just and equitable if contribution pursuant to this Section 2.06 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. The amount paid or payable by an Indemnified
Party as a result of the losses, claims, damages or liabilities referred to in
the immediately preceding paragraph shall be deemed to include, subject to the
limitations set forth above, any legal or other expenses reasonably incurred by
such Indemnified Party in connection with investigating or defending any such
action or claim. Notwithstanding anything to the contrary contained herein, in
no event shall any (i) Holder be required to undertake liability to any Person
under Sections 2.04, 2.05 or 2.06 for any amounts in excess of the dollar
amount of the proceeds to be received by such Holder from the sale of such
Holder's Registrable Securities (after deducting any fees, discounts and
commissions applicable thereto) pursuant to any Shelf Registration Statement or
Subsequent Shelf Registration Statement under which such Registrable Securities
are to be registered under the Securities Act and (ii) underwriter be required
to undertake liability to any Person hereunder for any amounts in excess of the
aggregate discount, commission or other compensation payable to such
underwriter with respect to the Registrable Securities underwritten by it and
distributed pursuant to any Shelf Registration Statement or Subsequent Shelf
Registration Statement. No Person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Securities Act) shall be entitled
to contribution from any Person who was not guilty of such fraudulent
misrepresentation. The obligation of the Holders to contribute pursuant to
Sections 2.04,
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2.05 or 2.06 shall be joint and several as among all Holders who are Affiliates
of one another (and several but not joint as among Holders who are not
Affiliates).
ARTICLE 3
MISCELLANEOUS
SECTION 3.01. Entire Agreement. This Agreement constitutes the entire
agreement and understanding of the parties hereto in respect of the subject
matter contained herein. This Agreement supersedes all prior agreements and
understandings between the parties hereto with respect to the subject matter
hereof.
SECTION 3.02. Notices. Any notice, request, instruction or other document
to be given hereunder by any party hereto to another party hereto shall be in
writing (including telecopier or similar writing) and shall be given to such
party at its address set forth on the signature pages hereof, or to such other
address as the party to whom notice is to be given may provide in a written
notice to the party giving such notice, a copy of which written notice shall be
on file with the Secretary of Xxxxxx. If notice is given pursuant to this
Section of a permitted successor or assign of a party to this Agreement, then
notice shall thereafter be given as set forth above to such successor or assign
of such party to this Agreement. Each such notice, request or other
communication shall be effective at the time set forth in the Stock Purchase
Agreement dated as of October 12, 1998 between the parties hereto.
SECTION 3.03. Applicable Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Delaware without regard
to the conflicts of law rules of such state.
SECTION 3.04. Successors, Assigns, Transferees. Neither this Agreement nor
any right, remedy, obligation or liability arising hereunder or by reason
hereof shall be assignable by Xxxxxx or any Holder, except that the Holder may
assign its rights hereunder to any of its Affiliates; provided that each such
transferee shall have executed and delivered to Xxxxxx an instrument
substantially in the form of Exhibit A hereto pursuant to which the transferee
shall have agreed to be bound by the terms of this Agreement. This Agreement is
binding upon the parties to this Agreement and their successors and permitted
assigns and inures to the benefit of the parties to this Agreement and their
successors and permitted assigns, if any. Neither this Agreement nor any
provision hereof shall be construed so as to confer any right or benefit upon
any Person other than the parties to this Agreement.
SECTION 3.05. Amendments; Waivers. No failure or delay on the part of any
party in exercising any right, power or privilege hereunder shall operate as a
waiver
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thereof, nor shall any single or partial exercise thereof preclude any other or
further exercise thereof or the exercise of any other right, power or
privilege. The rights and remedies herein provided shall be cumulative and not
exclusive of any rights or remedies provided by law. Neither this Agreement nor
any term or provision hereof may be amended or waived except by an instrument
in writing signed by the parties hereto.
SECTION 3.06. Counterparts. This Agreement may be executed in two
counterparts, each of which shall be an original with the same effect as if the
signatures thereto and hereto were upon the same instrument.
SECTION 3.07. Governing Law. THIS AGREEMENT AND ALL RIGHTS AND OBLIGATIONS
ARISING HEREUNDER SHALL BE CONSTRUED AND DETERMINED IN ACCORDANCE WITH THE
INTERNAL LAWS OF THE STATE OF DELAWARE, AND THE PERFORMANCE THEREOF SHALL BE
GOVERNED AND ENFORCED IN ACCORDANCE WITH SUCH LAWS.
SECTION 3.08. Waiver of Jury Trial, Etc. The parties hereto agree that
they hereby irrevocably waive and agree to cause their respective Affiliates to
waive, the right to trial by jury in any action to enforce, or interpreting,
the provisions of this Agreement. Except as provided below, the parties agree
that the appropriate, exclusive and convenient forums for any disputes between
the parties hereto arising out of this Agreement shall be in any state or
federal court sitting in the State of Delaware. Except as provided below, the
parties hereto further agree that the parties will not bring suit with respect
to any disputes arising out of this Agreement in any court or jurisdiction
other than the above- specified courts; provided that the foregoing shall not
limit the rights of the parties to obtain execution of judgment in any other
jurisdiction. The parties hereto further agree, to the extent permitted by law,
that final and nonappealable judgment against a party in any action or
proceeding contemplated above shall be conclusive and may be enforced in any
other jurisdiction within or outside the United States by suit on the judgment,
a certified or exemplified copy of which shall be conclusive evidence of the
fact and amount of such judgment. Service of process in any action arising out
of or relating to this Agreement shall be effective if delivered or sent in
accordance with the provisions of Section 3.02.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first above written.
XXXXXX MICRO INC.
By /s/ Xxxxxxx X. Xxxxxxxx
---------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: EVP/CFO Worldwide
0000 Xxxxx Xxxxxx Xxxxx
Xxxxx Xxx, XX 00000
Telecopy: 000-000-0000
SOFTBANK CORP.
By /s/ Xxxxxxxxx Xxx
---------------------------------
Name: Xxxxxxxxx Xxx
Title: President and CEO
00-0, Xxxxxxxxxx - Xxxxxxxxxxx
Xxxx-xx, Xxxxx 000-0000, Xxxxx
Telecopy: 00-0-0000-0000
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EXHIBIT A
FORM OF AGREEMENT TO BE BOUND
To the Parties to the Registration
Agreement dated as of
December ___, 1999
Dear Sirs:
Reference is made to the Registration Agreement (the "Agreement") dated as
of December 3, 1999 among Xxxxxx Micro Inc. and SOFTBANK CORP.
In consideration of the transfer of Registrable Securities (as defined in
the Agreement) to the undersigned, the undersigned hereby confirms and agrees
to be bound by all of the provisions of the Agreement.
This letter shall be construed and enforced in accordance with the laws of
the State of Delaware without regard to the conflicts of law rules of such
state.
Very truly yours,
-----------------------------------
Permitted Transferee
