Exhibit 4.2
LYNX REAL-TIME SYSTEMS, INCORPORATED
AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT
This Amended and Restated Investors' Rights Agreement (this "Agreement") is
made and entered into as of the 9th day of March, 2000, by and among Lynx Real-
Time Systems, Incorporated, a California corporation (the "Company"), and the
investors listed on the signature pages attached hereto (each a "Holder" and
together the "Holders").
RECITALS
WHEREAS, the Company and certain of the Holders are parties to the Series F
Preferred Stock Purchase Agreement dated of even date herewith (the "Series F
Agreement"), certain of the Company's and the Holders' obligations under which
are conditioned upon the execution and delivery by the Holders and the Company
of this Agreement; and
WHEREAS, the parties hereto desire to amend and restate that certain Rights
Agreement dated June 9, 1998 (the "Prior Rights Agreement").
NOW, THEREFORE, in consideration of the mutual promises and covenants set
forth herein, and for other good and valuable consideration the receipt and
adequacy of which are hereby acknowledged, the parties hereto agree as follows:
1. RESTRICTIONS ON TRANSFERABILITY OF SECURITIES; REGISTRATION RIGHTS.
1.1. Certain Definitions. As used in this Agreement, the following terms
-------------------
shall have the meanings set forth below:
(a) "Closing" shall mean the date of the initial sale of shares of
the Company's Series F Preferred Stock.
(b) "Commission" shall mean the Securities and Exchange Commission
or any other federal agency at the time administering the Securities Act (as
defined below).
(c) "Conversion Event" shall mean (i) any acquisition of the Company
by means of merger or other form of corporate reorganization in which
outstanding shares of the Company are exchanged for securities or other
consideration issued, or caused to be issued, by the acquiring corporation or
its subsidiary (other than a mere reincorporation transaction) or (ii) a sale of
all or substantially all of the assets of the Company.
(d) "Exchange Act" shall mean the Securities Exchange Act of 1934,
as amended, or any similar successor federal statute and the rules and
regulations thereunder, all as the same shall be in effect from time to time.
(e) "Initiating Holders" shall mean any Holder or Holders who in the
aggregate hold not less than forty percent (40%) of the outstanding Registrable
Securities.
(f) "Other Shareholders" shall mean persons other than Holders who,
by virtue of agreements with the Company, are entitled to include their
securities in certain registrations hereunder.
(g) "Registrable Securities" shall mean (i) shares of Common Stock
issued or issuable pursuant to the conversion of the Shares and (ii) any Common
Stock issued as a dividend or other distribution with respect to or in exchange
for or in replacement of the shares referenced in (i) above, provided, however,
that Registrable Securities shall not include any shares of Common Stock which
have previously been registered or which have been sold to the public either
pursuant to a registration statement or Rule 144, or which have been sold in a
private transaction in which the transferor's rights under this Agreement are
not assigned.
(h) The terms "register," "registered," and "registration" shall refer
to a registration effected by preparing and filing a registration statement in
compliance with the Securities Act (as defined below) and applicable rules and
regulations thereunder, and the declaration or ordering of the effectiveness of
such registration statement.
(i) "Registration Expenses" shall mean all expenses incurred in
effecting any registration pursuant to this Agreement, including, without
limitation, all registration, qualification, and filing fees, printing expenses,
escrow fees, fees and disbursements of counsel for the Company, fees and
disbursements of counsel for the Holders, blue sky fees and expenses, and
expenses of any regular or special audits incident to or required by any such
registration, which expenses shall be paid by the Company, but shall not include
Selling Expenses and the compensation of regular employees of the Company, which
shall be paid in any event by the Company.
(j) "Restricted Securities" shall mean any Registrable Securities
required to bear the legend set forth in Section 1.2(b) hereof.
(k) "Rule 144" shall mean Rule 144 as promulgated by the Commission
under the Securities Act (as defined below), as such Rule may be amended from
time to time, or any similar successor rule that may be promulgated by the
Commission.
(l) "Rule 145" shall mean Rule 145 as promulgated by the Commission
under the Securities Act (as defined below), as such Rule may be amended from
time to time, or any similar successor rule that may be promulgated by the
Commission.
(m) "Securities Act" shall mean the Securities Act of 1933, as
amended, or any similar successor federal statute and the rules and regulations
thereunder, all as the same shall be in effect from time to time.
(n) "Selling Expenses" shall mean all underwriting discounts, selling
commissions and stock transfer taxes applicable to the sale of Registrable
Securities.
(o) "Shares" shall mean the Company's Series E-2 and Series F
Preferred Stock.
-2-
1.2. Restrictions on Transfer.
------------------------
(a) Each Holder agrees not to make any disposition of all or any
portion of the Registrable Securities unless and until the transferee has agreed
in writing for the benefit of the Company to be bound by this Section 1.2,
provided and to the extent such Section 1.2 is then applicable, and:
(i) There is then in effect a registration statement under the
Securities Act covering such proposed disposition and such disposition is
made in accordance with such registration statement; or
(ii) (A) Such Holder shall have notified the Company of the
proposed disposition and shall have furnished the Company with a detailed
statement of the terms of the proposed disposition (including transferee
name and number of shares), and (B) if reasonably requested by the Company
such Holder shall have furnished the Company with an opinion of counsel,
reasonably satisfactory to the Company, that such disposition will not
require registration of such shares under the Securities Act. It is agreed
that the Company will not require opinions of counsel for transactions made
pursuant to Rule 144 except in unusual circumstances.
(iii) Notwithstanding the provisions of paragraphs (i) and (ii)
above, no such registration statement or opinion of counsel shall be
necessary for a transfer by a Holder which is (A) a partnership to its
partners or retired partners in accordance with partnership interests, (B)
a corporation to its shareholders in accordance with their interest in the
corporation, (C) a limited liability company to its members or former
members in accordance with their interest in the limited liability company,
or (D) to the Holder's family member or trust for the benefit of an
individual Holder, provided the transferee will be subject to the terms of
this Section 1.2 to the same extent as if such transferee were an original
Holder hereunder.
(b) Each certificate representing Registrable Securities shall
(unless otherwise permitted by the provisions of this Agreement) be stamped or
otherwise imprinted with a legend substantially similar to the following (in
addition to any legend required under applicable state securities laws):
THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT
BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED
UNLESS AND UNTIL REGISTERED UNDER SUCH ACT OR UNLESS THE
COMPANY HAS RECEIVED AN OPINION OF COUNSEL OR OTHER
EVIDENCE, SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT
SUCH REGISTRATION IS NOT REQUIRED.
(c) The Company shall be obligated to reissue promptly unlegended
certificates at the request of any holder thereof if the holder shall have
obtained an opinion of counsel at such
-3-
Holder's expense (which counsel may be counsel to the Company) reasonably
acceptable to the Company to the effect that the securities proposed to be
disposed of may lawfully be so disposed of without registration, qualification
or legend.
(d) Any legend endorsed on an instrument pursuant to applicable
state securities laws and the stop transfer instructions with respect to such
securities shall be removed upon receipt by the Company of an order of the
appropriate blue sky authority authorizing such removal.
1.3. Requested Registration.
----------------------
(a) Request for Registration. If the Company shall receive from
------------------------
Initiating Holders a written request that the Company effect any registration
with respect to all or a part of the Registrable Securities the aggregate
proceeds of which exceed ten million dollars ($10,000,000) the Company will:
(i) promptly give written notice of the proposed registration
to all other Holders; and
(ii) as soon as practicable, use its best efforts to effect
such registration (including, without limitation, filing post effective
amendments, appropriate qualifications under applicable blue sky or other
state securities laws, and appropriate compliance with the Securities Act)
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 such written
notice from the Company is mailed or delivered.
The Company shall not be obligated to effect, or to take any action
to effect, any such registration pursuant to this Section 1.3:
(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) After the Company has initiated two (2) such registrations
pursuant to this Section 1.3(a) (counting for these purposes only
registrations which have been declared or ordered effective and
pursuant to which securities have been sold);
(C) During the period starting with the date sixty (60) days
prior to the Company's good faith estimate of the date of filing of,
and ending on a date one hundred eighty (180) days after the effective
date of, a Company initiated registration; provided that the Company
is actively employing in good faith its reasonable efforts to cause
such registration statement to become effective;
-4-
(D) If the Initiating Holders propose to dispose of shares of
Registrable Securities which may be immediately registered on Form S-3
pursuant to a request made under Section 1.6 hereof;
(E) If the Initiating Holders do not request that such offering
be firmly underwritten by underwriters selected by the Initiating
Holders (subject to the consent of the Company, which consent will not
be unreasonably withheld); or
(F) If the Company and the Initiating Holders are unable to
obtain the commitment of the underwriter described in clause (E)
above to firmly underwrite the offer.
(b) Subject to the foregoing clauses (A) through (F), 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; provided, however, that if (i) in the
good faith judgment of the Board of Directors of the Company, such registration
would be seriously detrimental to the Company and the Board of Directors of the
Company concludes, as a result, that it is essential to defer the filing of such
registration statement at such time, and (ii) 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 of the Company, it would be
seriously detrimental to the Company for such registration statement to be filed
in the near future and that it is, therefore, essential to defer the filing of
such registration statement, then the Company shall have the right to defer such
filing (except as provided in clause (C) above) for a period of not more than
ninety (90) days after receipt of the request of the Initiating Holders, and,
provided further, that the Company shall not defer its obligation in this manner
more than once in any twelve-month period.
The registration statement filed pursuant to the request of the
Initiating Holders may, subject to the provisions of Sections 1.3(b) and 1.14
hereof, include other securities of the Company, with respect to which
registration rights have been granted, and may include securities of the Company
being sold for the account of the Company.
(c) Underwriting. The right of any Holder to registration pursuant to
------------
Section 1.3 shall be conditioned upon such Holder's participation in such
underwriting and the inclusion of such Holder's Registrable Securities in the
underwriting (unless otherwise mutually agreed by a majority in interest of the
other Initiating Holders and such Holder with respect to such participation and
inclusion) to the extent provided herein. A Holder may elect to include in such
underwriting all or a part of the Registrable Securities he holds.
(d) Procedures. If the Company shall request inclusion in any
----------
registration pursuant to Section 1.3 of securities being sold for its own
account, or if other persons shall request inclusion in any registration
pursuant to Section 1.3, the Initiating Holders shall, on behalf of all Holders,
offer to include such securities in the underwriting and may condition such
offer on their acceptance of the further applicable provisions of this Section 1
(including Section 1.13). The Company shall (together with all Holders and other
persons proposing to distribute their securities through such underwriting)
enter into an underwriting agreement in customary form
-5-
with the representative of the underwriter or underwriters selected for such
underwriting by a majority in interest of the Initiating Holders, which
underwriters are reasonably acceptable to the Company. Notwithstanding any other
provision of this Section 1.3, if the representative of the underwriters advises
the Initiating Holders in writing that marketing factors require a limitation on
the number of shares to be underwritten, the number of shares to be included in
the underwriting or registration shall be allocated as set forth in Section 1.14
hereof. If a person who has requested inclusion in such registration as provided
above does not agree to the terms of any such underwriting, such person shall be
excluded therefrom by written notice from the Company, the underwriter or the
Initiating Holders. The securities so excluded shall also be withdrawn from
registration. Any Registrable Securities or other securities excluded or
withdrawn from such underwriting shall also be withdrawn from such registration.
If shares are so withdrawn from the registration and if the number of shares to
be included in such registration was previously reduced as a result of marketing
factors pursuant to this Section 1.3(d), then the Company shall offer to all
holders who have retained rights to include securities in the registration the
right to include additional securities in the registration in an aggregate
amount equal to the number of shares so withdrawn, with such shares to be
allocated among such Holders requesting additional inclusion in accordance with
Section 1.14.
1.4. Company Registration.
--------------------
(a) If the Company shall determine to register any of its securities
either for its own account or the account of a security holder or holders
exercising their respective demand registration rights (other than pursuant to
Section 1.3 or 1.6 hereof), other than a registration relating solely to
employee benefit plans, or a registration relating to a corporate reorganization
or other transaction under Rule 145, or a registration on any registration form
that does not permit secondary sales, the Company will:
(i) promptly give to each Holder written notice thereof; and
(ii) use its best efforts to include in such registration (and
any related qualification under blue sky laws or other compliance), except
as set forth in Section 1.4(b) below, and in any underwriting involved
therein, all the Registrable Securities specified in a written request or
requests, made by any Holder and received by the Company within fifteen
(15) days after the written notice from the Company described in clause (i)
above is mailed or delivered by the Company. Such written request may
specify all or a part of a Holder's Registrable Securities.
(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 1.4(a)(i). In such event, the right of any Holder to
registration pursuant to this Section 1.4 shall be conditioned upon such
Holder's participation in such underwriting and the inclusion of such Holder's
Registrable Securities in the underwriting to the extent provided herein. All
Holders proposing to distribute their securities through such underwriting shall
(together with the Company and the other holders of securities of the Company
with registration rights to participate therein distributing their securities
through
-6-
such underwriting) enter into an underwriting agreement in customary form with
the representative of the underwriter or underwriters selected by the Company.
Notwithstanding any other provision of this Section 1.4, if the
representative of the underwriters advises the Company in writing that marketing
factors require a limitation on the number of shares to be underwritten, the
representative may (subject to the limitations set forth below) exclude all
Registrable Securities from, or limit the number of Registrable Securities to be
included in, the registration and underwriting if it is the Company's initial
public offering but shall include a minimum of 25% of Registrable Securities in
the case of any other offering under this Section 1.4. The Company shall so
advise all holders of securities requesting registration, and the number of
shares of securities that are entitled to be included in the registration and
underwriting shall be allocated first to the Company for securities being sold
for its own account and thereafter as set forth in Section 1.14. If any person
does not agree to the terms of any such underwriting, he shall be excluded
therefrom by written notice from the Company or the underwriter. Any Registrable
Securities or other securities excluded or withdrawn from such underwriting
shall be withdrawn from such registration.
If shares are so withdrawn from the registration or if the number of
shares of Registrable Securities to be included in such registration was
previously reduced as a result of marketing factors, the Company shall then
offer to all persons who have retained the right to include securities in the
registration the right to include additional securities in the registration in
an aggregate amount equal to the number of shares so withdrawn, with such shares
to be allocated among the persons requesting additional inclusion in accordance
with Section 1.14 hereof.
1.5. Expenses of Registration. All Registration Expenses incurred in
------------------------
connection with any registration, qualification or compliance pursuant to
Sections 1.4 and 1.6 hereof, and the first two registrations pursuant to Section
1.3 hereof including reasonable fees of one counsel for the selling shareholders
shall be borne by the Company; provided, however, that if the Holders bear the
Registration Expenses for any registration proceeding begun pursuant to Section
1.3 and subsequently withdrawn by the Holders registering shares therein, such
registration proceeding shall not be counted as a requested registration
pursuant to Section 1.3 hereof. Furthermore, in the event that a withdrawal by
the Holders is based upon material adverse information relating to the Company
that is different from the information known or available (upon request from the
Company or otherwise) to the Holders requesting registration at the time of
their request for registration under Section 1.3, such registration shall not be
treated as a counted registration for purposes of Section 1.3 hereof, even
though the Holders do not bear the Registration Expenses for such registration.
All Selling Expenses relating to securities so registered shall be borne by the
holders of such securities pro rata on the basis of the number of shares of
securities so registered on their behalf, as shall any other expenses in
connection with the registration required to be borne by the Holders of such
securities.
1.6. Registration on Form S-3.
------------------------
(a) After its initial public offering, the Company shall use
commercially reasonable efforts to qualify for registration on Form S-3 or any
comparable or successor form or
-7-
forms. After the Company has qualified for the use of Form S-3, in addition to
the rights contained in the foregoing provisions of this Section 1, the Holders
of Registrable Securities shall have the right to request registrations on Form
S-3 (such requests shall be in writing and shall state the number of shares of
Registrable Securities to be disposed of and the intended methods of disposition
of such shares by such Holder or Holders), provided, however, that the Company
shall not be obligated to effect any such registration if (i) the Holders,
together with the holders of any other securities of the Company entitled to
inclusion in such registration, propose to sell Registrable Securities and such
other securities (if any) on Form S-3 at an aggregate price to the public of
less than $1,000,000, or (ii) in the event that the Company shall furnish the
certification described in paragraph 1.3(a)(ii) (but subject to the limitations
set forth therein) or (iii) in a given twelve-month period, the Company has
effected two (2) such registrations in such period or (iv) it is to be effected
more than five (5) years after the Company's initial public offering.
(b) If a request complying with the requirements of Section 1.6(a)
hereof is delivered to the Company, the provisions of Sections 1.3(a)(i) and
(ii) and Section 1.3(b) hereof shall apply to such registration. If the
registration is for an underwritten offering, the provisions of Sections 1.3(c)
and 1.3(d) hereof shall apply to such registration.
1.7. Registration Procedures. In the case of each registration effected
-----------------------
by the Company pursuant to Section 1, the Company will keep each Holder advised
in writing as to the initiation of each registration and the completion thereof
and will provide each Holder with an opportunity to comment on each draft of the
registration statement prepared in connection with such registration. At its
expense, the Company will use its best efforts to:
(a) Keep such registration effective for a period of one hundred
twenty (120) days or until the Holder or Holders have completed the distribution
described in the registration statement relating thereto, whichever first
occurs; provided, however, that (i) such one hundred twenty (120) day period
shall be extended for a period of time equal to the period the Holder refrains
from selling any securities included in such registration at the request of an
underwriter of Common Stock (or other securities) of the Company; and (ii) in
the case of any registration of Registrable Securities on Form S-3 which are
intended to be offered on a continuous or delayed basis, such one hundred twenty
(120) day period shall be extended, if necessary, to keep the registration
statement effective until all such Registrable Securities are sold, provided
that Rule 415, or any successor rule under the Securities Act, permits an
offering on a continuous or delayed basis, and provided further that applicable
rules under the Securities Act governing the obligation to file a post effective
amendment permit, in lieu of filing a post effective amendment that (I) includes
any prospectus required by Section 10(a)(3) of the Securities Act or (II)
reflects facts or events representing a material or fundamental change in the
information set forth in the registration statement, the incorporation by
reference of information required to be included in (I) and (II) above to be
contained in periodic reports filed pursuant to Section 13 or 15(d) of the
Exchange Act in the registration statement;
(b) Prepare and file with the Commission 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 Securities Act with respect to the disposition of all
securities covered by such registration statement;
-8-
(c) Furnish such number of prospectuses and other documents incident
thereto, including any amendment of or supplement to the prospectus, as a Holder
from time to time may reasonably request;
(d) Notify each seller of Registrable Securities covered by such
registration statement at any time when a prospectus relating thereto is
required to be delivered under the Securities 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 or incomplete in the light of the
circumstances then existing, and at the request of any such seller, the Company
shall prepare and furnish to such seller a reasonable number of copies of a
supplement to or an amendment of such prospectus as may be necessary so that, as
thereafter delivered to the purchasers of such Registrable 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 or incomplete in the light of the
circumstances then existing;
(e) Cause all such Registrable Securities registered pursuant
hereunder to be listed on each securities exchange on which similar securities
issued by the Company are then listed;
(f) Provide a transfer agent and registrar for all Registrable
Securities registered pursuant to such registration statement and a CUSIP number
for all such Registrable Securities, in each case not later than the effective
date of such registration;
(g) Otherwise use commercially reasonable efforts to comply with all
applicable rules and regulations of the Commission, and make available to its
security holders, as soon as reasonably practicable, an earnings statement
covering the period of at least twelve (12) months, but not more than eighteen
(18) months, beginning with the first month after the effective date of the
Registration Statement, which earnings statement shall satisfy the provisions of
Section 11(a) of the Securities Act;
(h) In connection with any underwritten offering pursuant to a
registration statement filed pursuant to Section 1.3 hereof, the Company will
enter into an underwriting agreement in form reasonably necessary to effect the
offer and sale of Common Stock, provided such underwriting agreement contains
customary underwriting provisions and provided further that if the underwriter
so requests the underwriting agreement will contain customary contribution
provisions consistent with the indemnification provisions of this Agreement;
(i) Make available for inspection by any Holder of Registrable
Securities, any underwriter participating in any disposition pursuant to such
registration statement, and any attorney, accountant or other agent retained by
any such Holder or underwriter, all financial and other records, pertinent
corporate documents and properties of the Company, and cause the Company's
officers, directors, employees and independent accountants to supply all
information reasonably requested by any such Holder, underwriter, attorney,
accountant or agent in connection with such registration statement; and
-9-
(j) Use commercially reasonable efforts to list all Registrable
Securities covered by such registration statement on any recognized national
securities exchange or automated inter-dealer quotation system registered under
the Exchange Act, or, in the case of registration of securities outside of the
United States on similar exchanges or inter-dealer systems.
(k) Provide a legal opinion drafted by counsel to the Company and a
comfort letter from the Company's accountants.
1.8. Indemnification.
---------------
(a) The Company will indemnify each Holder, each of its officers,
directors, partners, employees, legal counsel, and accountants 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 1, and each underwriter, if any, and each
person who controls within the meaning of Section 15 of the Securities Act any
underwriter, against all expenses, claims, losses, damages, and liabilities (or
actions, proceedings, or settlements in respect thereof) arising out of or based
on any untrue statement (or alleged untrue statement) of a material fact
contained in any prospectus, offering circular, or other document (including any
related registration statement, notification, or the like) 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 not misleading, or any violation by the
Company of the Securities Act or any rule or regulation thereunder applicable to
the Company and relating to action or inaction required of the Company in
connection with any such registration, qualification, or compliance, and will
reimburse each such Holder, each of its officers, directors, partners,
employees, legal counsel, and accountants and each person controlling such
Holder, each such underwriter, and each person who controls any such
underwriter, for any legal and any other expenses incurred in connection with
investigating and defending or settling 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 made in reliance on and in
conformity with written information furnished to the Company by such Holder or
underwriter and stated to be specifically for use therein; provided, however,
that the foregoing indemnity 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 SEC at the
time the registration statement becomes effective, such indemnity shall not
inure to the benefit of any indemnified party, if a copy of the amended
prospectus filed with the SEC pursuant to Rule 424(b) (the "Final Prospectus"),
was provided to the underwriter or the Holder but 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 the Company, each of its directors,
officers, partners, employees, legal counsel, and accountants and 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, each other such Holder and Other
Shareholder, and
-10-
each of their officers, directors, partners, employees, legal counsel, and
accountants, and each person controlling such Holder or Other Shareholder,
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 and such Holders, Other Shareholders, directors, officers, partners,
employees, legal counsel, and accountants, persons, underwriters, or control
persons for any legal or any other expenses 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 such Holder and stated to be specifically for use therein provided,
however, in no event shall any indemnity under this Section 1.8 exceed the gross
proceeds from the offering received by such Holder.
(c) Each party entitled to indemnification under this Section 1.8
(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 shall
permit the Indemnifying Party to assume the defense of such claim or any
litigation resulting therefrom, provided that counsel for the Indemnifying
Party, who shall conduct the defense of such claim or any litigation resulting
therefrom, 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 1, to the extent such
failure is not prejudicial. 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 that 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. Each Indemnified Party shall furnish such information
regarding itself or the claim in question as an Indemnifying Party may
reasonably request in writing and as shall be reasonably required in connection
with defense of such claim and litigation resulting therefrom.
(d) If the indemnification provided for in this Section 1.8 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. 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
-11-
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.
1.9. Information by Holder. Each Holder of Registrable Securities shall
---------------------
furnish to the Company such information regarding such Holder and the
distribution proposed by such Holder as the Company may reasonably request in
writing and as shall be reasonably required in connection with any registration,
qualification, or compliance referred to in this Section 1.
1.10. Limitations on Subsequent Registration Rights. From and after the
---------------------------------------------
date of this Agreement, the Company shall not, without the prior written consent
of a majority in interest of the Holders, enter into any agreement with any
holder or prospective holder of any securities of the Company giving such holder
or prospective holder any registration rights the terms of which are more
favorable than the registration rights granted to the Holders hereunder or which
would adversely effect the rights of the Holders.
1.11. Rule 144 Reporting. With a view to making available the benefits of
------------------
certain rules and regulations of the Commission that may permit the sale of the
Restricted Securities to the public without registration, the Company agrees to
use its best efforts to:
(a) Make and keep public information regarding the Company
available as those terms are understood and defined in Rule 144 under the
Securities Act, at all times from and after ninety (90) days following the
effective date of the first registration under the Securities Act filed by the
Company for an offering of its securities to the general public;
(b) File with the Commission in a timely manner all reports and
other documents required of the Company under the Securities Act and the
Exchange Act at any time after it has become subject to such reporting
requirements;
(c) So long as a Holder owns any Restricted Securities, furnish to
the Holder forthwith upon written request a written statement by the Company as
to its compliance with the reporting requirements of Rule 144 (at any time from
and after ninety (90) days following 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 Exchange Act (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 so filed as a Holder may reasonably request in availing itself of any
rule or regulation of the Commission allowing a Holder to sell any such
securities without registration.
1.12. Transfer or Assignment of Registration Rights. The rights to cause
---------------------------------------------
the Company to register securities granted to a Holder by the Company under this
Section 1 may be transferred or assigned by a Holder provided that the Company
is given written notice at the time of or within a reasonable time after said
transfer or assignment, stating the name and address of the transferee or
assignee and identifying the securities with respect to which such registration
rights are being transferred or assigned, and, provided further, that the
transferee or assignee of such rights assumes in writing the obligations of such
Holder under this Section 1.
-12-
1.13. "Market Stand Off" Agreement. In connection with the initial public
----------------------------
offering of the Company's securities, if requested by the Company and the
managing underwriter of such offering, the Holders agree not to sell or
otherwise transfer or dispose of any Common Stock (or other securities) of the
Company held by the Holders (other than those included in the registration)
without the prior written consent of the Company or such managing underwriter
for such period of time as may be requested by the Company or such managing
underwriter (not to exceed one hundred eighty (180) days after the effective
date of such registration statement), provided that all officers and directors
of the Company and holders of at least five percent (5%) of the Company's voting
securities are bound by and have entered into similar agreements.
The obligations described in this Section 1.13 shall not apply to a
registration relating solely to employee benefit plans on Form S-8 or similar
forms that may be promulgated in the future, or a registration relating solely
to a Commission Rule 145 transaction on Form S-4 or similar forms that may be
promulgated in the future. The Company may impose stop transfer instructions
with respect to the shares of Common Stock (or other securities) subject to the
foregoing restriction until the end of said one hundred eighty (180) day period.
1.14. Allocation of Registration Opportunities. In any circumstance in
----------------------------------------
which all of the Registrable Securities and other shares of Common Stock of the
Company (including shares of Common Stock issued or issuable upon conversion of
shares of any currently unissued series of Preferred Stock of the Company) with
registration rights (the "Other Shares") requested to be included in a
registration on behalf of the Holders or other selling shareholders cannot be so
included as a result of limitations of the aggregate number of shares of
Registrable Securities and Other Shares that may be so included, the number of
shares of Registrable Securities and Other Shares that may be so included shall
be allocated first among the Holders and then (in the event that all Holders can
participate in the full amount of the Registrable Securities requested to be
included) among other selling shareholders requesting inclusion of shares in
each case pro rata on the basis of the number of shares of Registrable
Securities and Other Shares, as the case may be, that would be held by such
Holders and other selling shareholders, as the case may be, assuming conversion,
provided, however, that such allocation shall not operate to reduce the
aggregate number of Registrable Securities and Other Shares, as the case may be,
to be included in such registration. If any Holder or other selling shareholder
does not request inclusion of the maximum number of shares of Registrable
Securities and Other Shares allocated to him pursuant to the above described
procedure, the remaining portion of his allocation shall be reallocated among
those requesting Holders and other selling shareholders whose allocations did
not satisfy their requests pro rata on the basis of the number of shares of
Registrable Securities and Other Shares which would be held by such Holders and
other selling shareholders, assuming conversion, and this procedure shall be
repeated until all of the shares of Registrable Securities and Other Shares
which may be included in the registration on behalf of the Holders and other
selling shareholders have been so allocated. If, after all of the shares of
Registrable Securities and Other Shares which may be included in the
registration on behalf of the Holders and other selling shareholders have been
so allocated, and additional shares may be included in such a registration,
securities of the Company may be included in the registration to be sold for the
account of the Company; provided, however, that the foregoing shall not in any
way limit the right of the Company to sell shares for its own account in
registrations initiated by the Company. Without limiting the foregoing
provisions of this Section 1.14, the Company shall not limit the number of
Registrable
-13-
Securities to be included in a registration pursuant to this Agreement in order
to include shares held by shareholders with no registration rights or to include
shares owned by Xxxxx Xxxxx, Xxxxxxxx Xxxxxxx or any other shares of stock
issued to employees, officers, directors, or consultants pursuant to the
Company's 1988, 1992, and 1997 Stock Option Plans.
1.15. Termination of Registration Rights.
----------------------------------
(a) Except as set forth in subparagraph (b) below, the right of any
Holder to request registration or inclusion in any registration pursuant to
Section 1.3, 1.4 or 1.6 shall terminate on the closing of the first Company
initiated registered public offering of Common Stock of the Company, if all
shares of Registrable Securities held or entitled to be held upon conversion by
such Holder may immediately be sold under Rule 144 during any ninety (90) day
period, or on such date after the closing of the first Company initiated
registered public offering of Common Stock of the Company as all shares of
Registrable Securities held or entitled to be held upon conversion by such
Holder may immediately be sold under Rule 144 during any ninety (90) day period.
(b) The provisions of subparagraph (a) above shall not apply to any
Holder who owns more than five percent (5%) of the Company's outstanding stock
until the earlier of (x) such time as such Holder owns less than five percent
(5%) of the outstanding stock of the Company, or (y) the expiration of five
years after the closing of the first registered public offering of Common Stock
of the Company.
2. COVENANTS OF THE COMPANY.
The Company hereby covenants and agrees, so long as any Holder owns any
Registrable Shares, as follows:
2.1. Basic Financial Information. The Company will furnish to the Holders
---------------------------
as soon as practicable after the end of each fiscal year of the Company, and in
any event within one hundred twenty (120) days thereafter, a consolidated
balance sheet of the Company and its subsidiaries, if any, as at the end of such
fiscal year, and consolidated statements of income and cash flows of the Company
and its subsidiaries, if any, for such year prepared in accordance with
generally accepted accounting principles consistently applied and setting forth
in each case in comparative form the figures for the previous fiscal year, all
in reasonable detail and certified by independent public accountants of
recognized national standing selected by the Company, and a Company prepared
comparison to the Company's operating plan for such year.
2.2. Other Financial Information. The Company will furnish the following
---------------------------
reports to Intel Corporation and the Holders of at least 500,000 shares of
Series E-2 or Series F Preferred Stock, or shares issuable upon the conversion
of Series E-2 or Series F Preferred Stock:
(a) 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, a consolidated balance sheet
of the Company and its subsidiaries, if any, as of the end of each such
quarterly period, and consolidated statements of income and cash flows of the
-14-
Company and its subsidiaries, if any, for such period and for the current fiscal
year to date, prepared in accordance with generally accepted accounting
principles consistently applied and setting forth in comparative form the
figures for the corresponding periods of the previous fiscal year and to the
Company's operating plan then in effect and approved by its Board of Directors,
subject to changes resulting from normal year end audit adjustments, all in
reasonable detail and certified by the principal financial or accounting officer
of the Company, except that such financial statements need not contain the notes
required by generally accepted accounting principles.
(b) As soon as practical after the end of each month and in any event
within thirty (30) days thereafter, a consolidated balance sheet of the Company
and its subsidiaries, if any, as at the end of such month and consolidated
statements of income and cash flows of the Company and its subsidiaries, for
each month and for the current fiscal year of the Company to date, all subject
to normal year end audit adjustments, prepared in accordance with generally
accepted accounting principles consistently applied and certified by the
principal financial or accounting officer of the Company, together with a
comparison of such statements to the corresponding periods of the prior fiscal
year and to the Company's operating plan then in effect and approved by its
Board of Directors.
(c) Annually (and in any event no later than forty-five (45) days
prior to the beginning of the Company's fiscal year and ten (10) days after
adoption by the Board of Directors of the Company) the financial plan of the
Company, in such manner and form as approved by the Board of Directors of the
Company, which financial plan shall include at least a projection of income and
a projected cash flow statement for each fiscal quarter in such fiscal year and
a projected balance sheet as of the end of each fiscal quarter in such fiscal
year. Any material changes in such business plan shall be delivered to the
Holders as promptly as practicable after such changes have been approved by the
Board of Directors of the Company.
(d) With reasonable promptness, such other information and data with
respect to the Company and its subsidiaries as the Holders may from time to time
reasonably request.
(e) Simultaneously with filing copies of any reports or
communications delivered to any class of the Company's security holders or
broadly to the financial community, including any filings by the Company with
any securities exchange, the Commission or the National Association of
Securities Dealers, Inc.
(f) The provisions of this Section 2.2 shall not be in limitation of
any rights which the Holders may have with respect to the books and records of
the Company and its subsidiaries, or to inspect their properties or discuss
their affairs, finances and accounts, under the laws of the jurisdictions in
which they are incorporated.
(g) From the date the Company becomes subject to the reporting
requirements of the Exchange Act (which shall include any successor federal
statute), and in lieu of the financial information required pursuant to Section
2.1 or 2.2(a), copies of its annual reports on Form 10-K and its quarterly
reports on Form 10-Q respectively.
-15-
2.3. Indemnification for Automatic Conversion. In the event of an
----------------------------------------
automatic or mandatory conversion of the shares of Series F Preferred Stock in
connection with a Conversion Event, the Holders shall not have any liability for
any breach of any representation, warranty, covenant or other obligation or for
any loss, claim, damage, expense, indemnification or other liability in
connection with such Conversion Event that is (i) not structured as a pro-rata
obligation by each such Holder and limited to the consideration such Holder
receives in such Conversion Event or (ii) allocated jointly and severally among
the such Holder's class of the Company's capital stock. The Holders will not
vote such shares of capital stock for any Conversion Event that is not otherwise
in compliance with this Section 2.3. This provision may not be amended without
the prior written consent of the Holders and shall not terminate until the
earlier of (i) the Company's initial public offering or (ii) immediately after
the consummation of a Conversion Event (but shall apply to the Conversion Event
described in this Section 2.3).
2.4. Termination of Covenants. The covenants set forth in this Section 2
------------------------
(other than Section 2.2(e)) shall terminate and be of no further force and
effect after the closing of the Company's first firm commitment underwritten
public offering registered under the Securities Act.
3. MISCELLANEOUS.
3.1. Governing Law; Dispute Resolution; Attorneys' Fees.
-----------------------------------------------------
(a) This Agreement shall be governed by and construed under the laws
of the State of California as applied to agreements among California residents
entered into and to be performed entirely within California.
(b) The parties agree to negotiate in good faith to resolve any
dispute between them regarding this Agreement. If the negotiations do not
resolve the dispute to the reasonable satisfaction of parties in dispute, then
each such party shall nominate one senior officer of the rank of Vice President
or higher as its representative. These representatives shall, within thirty (30)
days of a written request by either such party to call such a meeting, meet in
person and alone (except for one assistant for each party) and shall attempt in
good faith to resolve the dispute. If the disputes cannot be resolved by such
senior managers in such meeting, the parties agree that they shall, if requested
in writing by either such party, meet within thirty (30) days after such written
notification by one of the parties for one day with a mutually acceptable
impartial mediator. During such mediation, the parties in dispute will consider
dispute resolution alternatives other than litigation. If an alternative method
of dispute resolution is not agreed upon within thirty (30) days after the one
day mediation, either such party may begin litigation proceedings. This
procedure shall be a prerequisite before taking any additional action hereunder.
(c) Amendment. Any provision may be amended and the observance
---------
thereof may be waived (either generally or in a particular instance and either
retroactively or prospectively), only by the written consent of (i) as to the
Company, only by the Company, (ii) as to the Series E-2 Holders, only by such
Series E-2 Holders and, (iii) as to the Series F Holders, only by such Series F
Holders. Any amendment or waiver effected in accordance with clauses (i), (ii)
and (iii) of this paragraph shall be binding upon the Holders and the Company.
-16-
(d) If any action at law or in equity is necessary to enforce or
interpret the terms of this Agreement the Stock Purchase Agreement, or the
Restated Articles, the prevailing party shall be entitled to reasonable
attorneys' fees, costs, and disbursements in addition to any other relief to
which such party may be entitled.
3.2. 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.
3.3. Entire Agreement. This Agreement constitutes the entire agreement
----------------
between the parties relative to the specific subject matter hereof. Any previous
agreement relative to the specific subject matter hereof is superseded by this
Agreement, and is hereby rendered null and void.
3.4. Notices. All notices, requests, demands, claims, and other
-------
communications hereunder will be in writing. Any notice, request, demand, claim,
or other communication hereunder shall be deemed duly given if (and then two
business days after) it is sent by registered or certified mail, return receipt
requested, postage prepaid, and addressed to the intended recipient as set forth
below:
If to the Company: Copy to:
Lynx Real-Time Systems, Incorporated Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, P.C.
0000 Xxxxxxxxx Xxxxx 000 Xxxx Xxxx Xxxx
Xxx Xxxx, XX 00000 Xxxx Xxxx, XX 00000-0000
Attn: Xxxxx Xxxxx Attn: Xxxxxx X. Xxxxxxx, Esq.
Telecopy: (000) 000-0000 Telecopy: (000) 000-0000
If to the Holders:
To the investors listed on Exhibit E of the
Purchase Agreement
Any party may send any notice, request, demand, claim, or other
communication hereunder to the intended recipient at the address set forth above
using any other means (including personal delivery, expedited courier, messenger
service, telecopy, telex, ordinary mail, or electronic mail), but not such
notice, request, demand, claim, or other communication shall be deemed to have
been duly given unless and until it actually is received by the intended
recipient. Any party may change the address to which notices, requests, demands,
claims, and other communications hereunder are to be delivered by giving the
other parties notice in the manner herein set forth.
-17-
3.5. Delays or Omissions. No delay or omission to exercise any right,
-------------------
power or remedy accruing to any Holder, upon any breach or default of the
Company under this Agreement shall impair any such right, power or remedy of
such Holder nor shall it be construed to be a waiver of any such breach or
default, or an acquiescence therein, or of or in 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 therefore or thereafter
occurring. Any waiver, permit, consent or approval of any kind or character on
the part of any Holder of any breach or default under this Agreement or any
waiver on the part of any Holder of any provisions or conditions of this
Agreement must be made in writing and shall be effective only to the extent
specifically set forth in such writing. All remedies, either under this
Agreement or by law or otherwise afforded to any Holder, shall be cumulative and
not alternative.
3.6. Rights; Separability. Unless otherwise expressly provided herein, a
--------------------
Holder's rights hereunder are several rights, not rights jointly held with any
of the other Holders. In case any provision of the Agreement shall be invalid,
illegal or unenforceable, the validity, legality and enforceability of the
remaining provisions shall not in any way be affected or impaired thereby.
3.7. 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 or interpreting this Agreement.
3.8. Counterparts. This Agreement may be executed in one or more
------------
counterparts, including counterparts transmitted by telecopier or telefax, all
of which shall be deemed an original, but all of which together shall constitute
one and the same instrument. Facsimile copies with signatures of the parties to
this Agreement, or their duly authorized representatives, shall be legally
binding and enforceable. All such facsimile copies are declared as originals and
accordingly admissible in any jurisdiction, tribunal or ADR forum having
jurisdiction over any matter relating to this Agreement.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
-18-
IN WITNESS WHEREOF, the parties hereto have executed this Amended and
Restated Investors' Rights Agreement effective as of the day and year first
above written.
LYNX REAL-TIME SYSTEMS, INCORPORATED
By: /s/ Xxxxx X. Xxxxx
-----------------------------------------------
Print Name: XXXXX X. XXXXX
---------------------------------------
Title: CEO, CHAIRMAN
--------------------------------------------
INTEL CORPORATION
By:
-----------------------------------------------
Print Name:
---------------------------------------
Title:
--------------------------------------------
MOTOROLA INC.
By:
-----------------------------------------------
Print Name:
---------------------------------------
Title:
--------------------------------------------
SIGNATURE PAGE FOR LYNX REAL-TIME SYSTEMS, INCORPORATED SERIES F
AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT
IN WITNESS WHEREOF, the parties hereto have executed this Amended and
Restated Investors' Rights Agreement effective as of the day and year first
above written.
LYNX REAL-TIME SYSTEMS, INCORPORATED
By:
-----------------------------------------------
Print Name:
---------------------------------------
Title:
--------------------------------------------
INTEL CORPORATION
By: /s/ Xxxxxx Xxxxxxx
-----------------------------------------------
Print Name: Xxxxxx Xxxxxxx
---------------------------------------
Title: Vice President and Treasurer
--------------------------------------------
MOTOROLA INC.
By:
-----------------------------------------------
Print Name:
---------------------------------------
Title:
--------------------------------------------
SIGNATURE PAGE FOR LYNX REAL-TIME SYSTEMS, INCORPORATED SERIES F
AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT
IN WITNESS WHEREOF, the parties hereto have executed this Amended and
Restated Investors' Rights Agreement effective as of the day and year first
above written.
LYNX REAL-TIME SYSTEMS, INCORPORATED
By:
-----------------------------------------------
Print Name:
---------------------------------------
Title:
--------------------------------------------
INTEL CORPORATION
By:
-----------------------------------------------
Print Name:
---------------------------------------
Title:
--------------------------------------------
MOTOROLA INC.
By: /s/ Xxxxx Xxxxxxx
-----------------------------------------------
Print Name: Xxxxx Xxxxxxx
---------------------------------------
Title: Sr. Vice President and General Manager
-------------------------------------------
SIGNATURE PAGE FOR LYNX REAL-TIME SYSTEMS, INCORPORATED SERIES F
AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT
IN WITNESS WHEREOF, the parties hereto have executed this Amended and
Restated Investors' Rights Agreement effective as of the day and year first
above written.
LYNX REAL-TIME SYSTEMS, INCORPORATED
By: /s/ Xxxxxx X Xxxxxx
-----------------------------------------------
Print Name: Xxxxxx X Xxxxxx
---------------------------------------
Title: CEO, Turbolinux
--------------------------------------------
By:
-----------------------------------------------
Print Name:
---------------------------------------
Title:
--------------------------------------------
By:
-----------------------------------------------
Print Name:
---------------------------------------
Title:
--------------------------------------------
By:
-----------------------------------------------
Print Name:
---------------------------------------
Title:
--------------------------------------------
By:
-----------------------------------------------
Print Name:
---------------------------------------
Title:
--------------------------------------------
SIGNATURE PAGE FOR LYNX REAL-TIME SYSTEMS, INCORPORATED SERIES F
AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT
IN WITNESS WHEREOF, the parties hereto have executed this Amended and
Restated Investors' Rights Agreement effective as of the day and year first
above written.
THE COMPANY:
LYNX REAL-TIME SYSTEMS,
INCORPORATED
By:
-----------------------------------------------
Print Name:
---------------------------------------
Title:
--------------------------------------------
THE PURCHASERS
By:
----------------------------------------------
Print Name: XXXXXX XXXXXXX
--------------------------------------
Title:
-------------------------------------------
By: /s/ Xxxxx Xxxxxxx
----------------------------------------------
Print Name: XXXXX XXXXXXX
XXXXX, XXXXXXXX & CO. LLP
--------------------------------------------------
Title: Managing Ptr.
-------------------------------------------
By:
----------------------------------------------
Print Name: XXXXXXX X. XXXX
--------------------------------------
Title:
-------------------------------------------
SIGNATURE PAGE FOR LYNX REAL-TIME SYSTEMS, INCORPORATED SERIES F
AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT
IN WITNESS WHEREOF, the parties hereto have executed this Amended and
Restated Investors' Rights Agreement effective as of the day and year first
above written.
LYNX REAL-TIME SYSTEMS, INCORPORATED
By: /s/ Xxxxxxx X. Xxxx
-----------------------------------------------
Print Name: Xxxxxxx X. Xxxx
---------------------------------------
Title:
--------------------------------------------
By:
-----------------------------------------------
Print Name:
---------------------------------------
Title:
--------------------------------------------
By:
-----------------------------------------------
Print Name:
---------------------------------------
Title:
--------------------------------------------
By:
-----------------------------------------------
Print Name:
---------------------------------------
Title:
--------------------------------------------
By:
-----------------------------------------------
Print Name:
---------------------------------------
Title:
--------------------------------------------
SIGNATURE PAGE FOR LYNX REAL-TIME SYSTEMS, INCORPORATED SERIES F
AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT
IN WITNESS WHEREOF, the parties hereto have executed this Amended and
Restated Investors' Rights Agreement effective as of the day and year first
above written.
LYNX REAL-TIME SYSTEMS, INCORPORATED
By:
-----------------------------------------------
Print Name:
---------------------------------------
Title:
-------------------------------------------
XXXXX XXXXXXXXXX
By: /s/ Xxxxx Xxxxxxxxxx
-----------------------------------------------
Print Name: Xxxxx Xxxxxxxxxx
---------------------------------------
Title: VICE PRESIDENT
--------------------------------------------
SIGNATURE PAGE FOR LYNX REAL-TIME SYSTEMS, INCORPORATED SERIES F
AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT
IN WITNESS WHEREOF, the parties hereto have executed this Amended and
Restated Investors' Rights Agreement effective as of the day and year first
above written.
LYNX REAL-TIME SYSTEMS, INCORPORATED
ADVII, a California general partnership
By: /s/ Xxxxxx Xxxxxx
-----------------------------------------------
Print Name: Xxxxxx Xxxxxx
---------------------------------------
Title: General Partner
--------------------------------------------
By:
-----------------------------------------------
Print Name:
---------------------------------------
Title:
--------------------------------------------
By:
-----------------------------------------------
Print Name:
---------------------------------------
Title:
--------------------------------------------
By:
-----------------------------------------------
Print Name:
---------------------------------------
Title:
--------------------------------------------
By:
-----------------------------------------------
Print Name:
---------------------------------------
Title:
--------------------------------------------
SIGNATURE PAGE FOR LYNX REAL-TIME SYSTEMS, INCORPORATED SERIES F
AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT
IN WITNESS WHEREOF, the parties hereto have executed this Amended and
Restated Investors' Rights Agreement effective as of the day and year first
above written.
LYNX REAL-TIME SYSTEMS, INCORPORATED
By: /s/ Xxxxxx X. Xxxxxx
-----------------------------------------------
Print Name: Xxxxxx X. Xxxxxx
---------------------------------------
Title:
--------------------------------------------
By:
-----------------------------------------------
Print Name:
---------------------------------------
Title:
--------------------------------------------
By:
-----------------------------------------------
Print Name:
---------------------------------------
Title:
--------------------------------------------
By:
-----------------------------------------------
Print Name:
---------------------------------------
Title:
--------------------------------------------
By:
-----------------------------------------------
Print Name:
---------------------------------------
Title:
--------------------------------------------
SIGNATURE PAGE FOR LYNX REAL-TIME SYSTEMS, INCORPORATED SERIES F
AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT
IN WITNESS WHEREOF, the parties hereto have executed this Amended and
Restated Investors' Rights Agreement effective as of the day and year first
above written.
THE COMPANY:
LYNX REAL-TIME SYSTEMS,
INCORPORATED
By:
-----------------------------------------------
Print Name:
---------------------------------------
Title:
-------------------------------------------
THE PURCHASERS:
By: /s/ Xxxxxxx Xxxxxxxxx
----------------------------------------------
Print Name: XXX XXXXXXXXX
--------------------------------------
Title:
-------------------------------------------
By:
----------------------------------------------
Print Name:
XXXXX XXXXXXXXXX
--------------------------------------------------
Title:
-------------------------------------------
By:
----------------------------------------------
Print Name: XXXX XXXXXX
--------------------------------------
Title:
-------------------------------------------
SIGNATURE PAGE FOR LYNX REAL-TIME SYSTEMS, INCORPORATED
SERIES F AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT
IN WITNESS WHEREOF, the parties hereto have executed this Amended and
Restated Investors' Rights Agreement effective as of the day and year first
above written.
LYNX REAL-TIME SYSTEMS, INCORPORATED
By: _______________________________
Print Name: _______________________
Title: ____________________________
HENCORP VENTURE PARTNERS, LLC
By: /s/ Xxxxxx Xxxxxxxxx
-------------------------------
Print Name: Xxxxxx Xxxxxxxxx
-----------------------
Title: Chairman
----------------------------
SIGNATURE PAGE FOR LYNX REAL-TIME SYSTEMS, INCORPORATED SERIES F
AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT
IN WITNESS WHEREOF, the parties hereto have executed this Amended and
Restated Investors' Rights Agreement effective as of the day and year first
above written.
LYNX REAL-TIME SYSTEMS, INCORPORATED
By: /s/ Xxxxx Xxxxx
-------------------------------
Print Name: Xxxxx Xxxxx
-----------------------
Title: CEO.
----------------------------
By: /s/ Hskhe Ravine Kohli
-------------------------------
Print Name: _______________________
Title: ____________________________
By: /s/ Hskhe Ravine Kohli
-------------------------------
Print Name: _______________________
Title: ____________________________
SIGNATURE PAGE FOR LYNX REAL-TIME SYSTEMS, INCORPORATED SERIES F
AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT
IN WITNESS WHEREOF, the parties hereto have executed this Amended and
Restated Investors' Rights Agreement effective as of the day and year first
above written.
LYNX REAL-TIME SYSTEMS, INCORPORATED
By: /s/ Xxxxx Xxxxx
-------------------------------
Print Name: XXXXX XXXXX
-----------------------
Title: CFO
----------------------------
By: /s/ Xxxxxx Xxxxx
-------------------------------
Print Name: XXXXXX XXXXX
-----------------------
Title: Individual
----------------------------
By: _______________________________
Print Name: _______________________
Title: ____________________________
SIGNATURE PAGE FOR LYNX REAL-TIME SYSTEMS, INCORPORATED SERIES F
AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT
IN WITNESS WHEREOF, the parties hereto have executed this Amended and
Restated Investors' Rights Agreement effective as of the day and year first
above written.
LYNX REAL-TIME SYSTEMS, INCORPORATED
By: /s/ Xxxxx Xxxxx
-------------------------------
Print Name: Xxxxx Xxxxx
-----------------------
Title: CEO
----------------------------
By: /s/ Xxx Xxxxx
--------------------------------
Print Name: XXX XXXXX
------------------------
Title: Managing member
-----------------------------
Netangeln Fund II L.L.C.
By: _______________________________
Print Name: _______________________
Title: ____________________________
SIGNATURE PAGE FOR LYNX REAL-TIME SYSTEMS, INCORPORATED SERIES F
AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT
IN WITNESS WHEREOF, the parties hereto have executed this Amended and
Restated Investors' Rights Agreement effective as of the day and year first
above written.
LYNX REAL-TIME SYSTEMS, INCORPORATED
By: /s/ Xxxxx Xxxxx
-------------------------------
Print Name: Xxxxx Xxxxx
-----------------------
Title: VP Finance, CFO
----------------------------
By: _______________________________
Print Name: _______________________
Title: ____________________________
By: /s/ Xxxxxxx X. Love
--------------------------------
Print Name: Xxxxxxx X. Love
------------------------
Title: ____________________________
SIGNATURE PAGE FOR LYNX REAL-TIME SYSTEMS, INCORPORATED SERIES F
AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT
IN WITNESS WHEREOF, the parties hereto have executed this Amended and
Restated Investors' Rights Agreement effective as of the day and year first
above written.
LYNX REAL-TIME SYSTEMS, INCORPORATED
By: /s/ Xxxxx X. Xxxxx
-------------------------------
Print Name: Xxxxx X. Xxxxx
-----------------------
Title: CEO, CHAIRMAN
----------------------------
XXXXXX FUND I
By: /s/ Xxxxxx Xxxxx
--------------------------------
Print Name: XXXXXX XXXXX
------------------------
Title: MANAGING MEMBER
-----------------------------
XXXXXX AFFLIATES I
By: /s/ Xxxxxx Xxxxx
--------------------------------
Print Name: XXXXXX XXXXX
------------------------
Title: MANAGING MEMBER
-----------------------------
SIGNATURE PAGE FOR LYNX REAL-TIME SYSTEMS, INCORPORATED SERIES F
AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT
IN WITNESS WHEREOF, the parties hereto have executed this Amended and
Restated Investors' Rights Agreement effective as of the day and year first
above written.
LYNX REAL-TIME SYSTEMS, INCORPORATED
By: /s/ Xxxxxxxx Xxxxx
-------------------------------
Print Name: XXXXXXXX XXXXX
-----------------------
Title: ____________________________
By: /s/ Xxxxxxxx Xxxxx
-------------------------------
Print Name: _______________________
Title: ____________________________
By: _______________________________
Print Name: _______________________
Title: ____________________________
SIGNATURE PAGE FOR LYNX REAL-TIME SYSTEMS, INCORPORATED SERIES F
AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT
IN WITNESS WHEREOF, the parties hereto have executed this Amended and
Restated Investors' Rights Agreement effective as of the day and year first
above written.
LYNX REAL-TIME SYSTEMS, INCORPORATED
By: _______________________________
Print Name: XXXXX XXXXX
-----------------------
Title: VP Finance, CFO
----------------------------
By: /s/ Xxxxxx X. Xxxxxxx, Xx.
--------------------------------
Print Name: XXXXXX X. XXXXXXX, XX.
------------------------
Title: TRUSTEE
----------------------------
By: _______________________________
Print Name: _______________________
Title: ____________________________
SIGNATURE PAGE FOR LYNX REAL-TIME SYSTEMS, INCORPORATED SERIES F
AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT
IN WITNESS WHEREOF, the parties hereto have executed this Amended and
Restated Investors' Rights Agreement effective as of the day and year first
above written.
LYNX REAL-TIME SYSTEMS, INCORPORATED
By: /s/ Xxxxx Xxxxx
-------------------------------
Print Name: XXXXX XXXXX
-----------------------
Title: VP Finance, CFO
----------------------------
By: /s/ Pradef Asuran
--------------------------------
Print Name: PRADEF ASURAN
------------------------
Title: Phandna 2000 LLC
-----------------------------
By: _______________________________
Print Name: _______________________
Title: ____________________________
SIGNATURE PAGE FOR LYNX REAL-TIME SYSTEMS, INCORPORATED SERIES F
AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT
IN WITNESS WHEREOF, the parties hereto have executed this Amended and
Restated Investors' Rights Agreement effective as of the day and year first
above written.
LYNX REAL-TIME SYSTEMS, INCORPORATED
By: /s/ Xxxxx Xxxxx
-------------------------------
Print Name: XXXXX XXXXX
-----------------------
Title: CFO
----------------------------
By: /s/ Xxx Xxxxxxxx
--------------------------------
Print Name: XXX XXXXXXXX
------------------------
Title: ____________________________
IN WITNESS WHEREOF, the parties hereto have executed this Amended and
Restated Investors' Rights Agreement effective as of the day and year first
above written.
LYNX REAL-TIME SYSTEMS, INCORPORATED
By: /s/ Xxxxx Xxxxx
---------------------------------------
Print Name: Xxxxx xxxxx
-------------------------------
Title: CFO
------------------------------------
By: /s/ Xxxxxxxx X. Xxxxx
---------------------------------------
Print Name: Xxxxxxxx X. Xxxxx
-------------------------------
Title:____________________________________
IN WITNESS WHEREOF, the parties hereto have executed this Amended and
Restated Investors' Rights Agreement effective as of the day and year first
above written.
LYNX REAL-TIME SYSTEMS, INCORPORATED
By: /s/ Xxxxx Xxxxx
---------------------------------------
Print Name: Xxxxx Xxxxx
-------------------------------
Title: VP Finance, CFO
------------------------------------
GREEN MOUNTAIN VENTURE, LLC.
By: /s/ Xxxx Xxxxx
---------------------------------------
Print Name: Xxxx Xxxxx
-------------------------------
Title: Manager
------------------------------------
SIGNATURE PAGE FOR LYNX REAL-TIME SYSTEMS, INCORPORATED SERIES F AMENDED AND
RESTATED INVESTORS' RIGHTS AGREEMENT
IN WITNESS WHEREOF, the parties hereto have executed this Amended and
Restated Investors' Rights Agreement effective as of the day and year first
above written.
LYNX REAL-TIME SYSTEMS, INCORPORATED
By: /s/ Shang-Xx Xxxx
---------------------------------------
Technology Partners Venture Capital Co.
Print Name:
---------------------------------
Title: Shang-Xx Xxxx /president
------------------------------------
By: /s/ Xxxxx Xxxxx
--------------------------------------
Print Name: Xxxxx Xxxxx
--------------------------------
Title: Vice President, Finance
Chief Financial Officer
LynuxWorks, Inc.
-------------------------------------
By: _______________________________________
Print Name: _______________________________
Title: ____________________________________
SIGNATURE PAGE FOR LYNX REAL-TIME SYSTEMS, INCORPORATED SERIES F AMENDED AND
RESTATED INVESTORS' RIGHTS AGREEMENT
IN WITNESS WHEREOF, the parties hereto have executed this Amended and
Restated Investors' Rights Agreement effective as of the day and year first
above written.
LYNX REAL-TIME SYSTEMS, INCORPORATED
By: /s/ Sing-Xxxx Xxxx
---------------------------------------
Print Name: Sing-Xxxx Xxxx
--------------------------------
Title: ___________________________________
By: /s/ Xxxxx Xxxxx
--------------------------------------
Print Name: Xxxxx Xxxxx
--------------------------------
Title: Vice President, Finance
Chief Financial Officer
LynuxWorks, Inc.
-------------------------------------
By: _______________________________________
Print Name: _______________________________
Title: ____________________________________
SIGNATURE PAGE FOR LYNX REAL-TIME SYSTEMS, INCORPORATED SERIES F AMENDED AND
RESTATED INVESTORS' RIGHTS AGREEMENT
IN WITNESS WHEREOF, the parties hereto have executed this Amended and
Restated Investors' Rights Agreement effective as of the day and year first
above written.
LYNX REAL-TIME SYSTEMS, INCORPORATED
By: /s/ Shang-Xx Xxxx
---------------------------------------
Print Name: TEC Investment Corp.
---------------------------------
Title: Shang-Xx Xxxx /president
------------------------------------
By: /s/ Xxxxx Xxxxx
--------------------------------------
Print Name: Xxxxx Xxxxx
--------------------------------
Title: Vice President, Finance
Chief Financial Officer
LynuxWorks, Inc.
-------------------------------------
By: _______________________________________
Print Name: _______________________________
Title: ____________________________________
SIGNATURE PAGE FOR LYNX REAL-TIME SYSTEMS, INCORPORATED SERIES F AMENDED AND
RESTATED INVESTORS' RIGHTS AGREEMENT
IN WITNESS WHEREOF, the parties hereto have executed this Amended and
Restated Investors' Rights Agreement effective as of the day and year first
above written.
LYNX REAL-TIME SYSTEMS, INCORPORATED
By: /s/ Shang-Xx Xxxx
---------------------------------------
Print Name: PJ&K Investment, Inc.
---------------------------------
Title: Shang-Xx Xxxx / president
------------------------------------
By: /s/ Xxxxx Xxxxx
--------------------------------------
Print Name: Xxxxx Xxxxx
--------------------------------
Title: Vice President, Finance
Chief Financial Officer
LynuxWorks, Inc.
-------------------------------------
By: _______________________________________
Print Name: _______________________________
Title: ____________________________________
SIGNATURE PAGE FOR LYNX REAL-TIME SYSTEMS, INCORPORATED SERIES F AMENDED AND
RESTATED INVESTORS' RIGHTS AGREEMENT
IN WITNESS WHEREOF, the parties hereto have executed this Amended and
Restated Investors' Rights Agreement effective as of the day and year first
above written.
LYNX REAL-TIME SYSTEMS, INCORPORATED
By:_______________________________________
Print Name:_______________________________
Title: ___________________________________
THE PURCHASERS:
XXXXXXX X. LOVE
By:________________________________________
Print Name:________________________________
Title:_____________________________________
X. XXXXXXX
By: _______________________________________
Print Name: _______________________________
Title: ____________________________________
STERLING LYNUX WORKS, LLC
By: /s/ [ILLEGIBLE]^^
----------------------------------------
Print Name: [ILLEGIBLE]^^
--------------------------------
Title: President, Sterling Management
Group. Manager
------------------------------------
SIGNATURE PAGE FOR LYNX REAL-TIME SYSTEMS, INCORPORATED SERIES F AMENDED AND
RESTATED INVESTORS' RIGHTS AGREEMENT
IN WITNESS WHEREOF, the parties hereto have executed this Amended and
Restated Investors' Rights Agreement effective as of the day and year first
above written.
VENUS CAPITAL MANAGEMENT LLC
By: /s/ Xxxxx Xxxxxxxx
---------------------------------------
Print Name: Xxxxx Xxxxxxxx
---------------------------------
Title: President
------------------------------------
LYNX REAL TIME SYSTEMS INC.
By: /s/ Xxxxx Xxxxx
--------------------------------------
Print Name: Xxxxx Xxxxx
--------------------------------
Title: VP Finance, CFO
-------------------------------------
By: _______________________________________
Print Name: _______________________________
Title: ____________________________________
SIGNATURE PAGE FOR LYNX REAL-TIME SYSTEMS, INCORPORATED SERIES F AMENDED AND
RESTATED INVESTORS' RIGHTS AGREEMENT
IN WITNESS WHEREOF, the parties hereto have executed this Amended and
Restated Investors' Rights Agreement effective as of the day and year first
above written.
LYNX REAL-TIME SYSTEMS, INCORPORATED
By: /s/ Xxxxx Xxxxx
---------------------------------------
Print Name: Xxxxx Xxxxx
--------------------------------
Title: VP Finance, CFO
-----------------------------------
DRW VENTURE PARTNERS L.P.
By: XXXX XXXXXXXX CORPORATION
It's: General Partner
It's:_____________________________________
By: /s/ Xxxx Xxxxxx
--------------------------------------
Print Name: Xxxx Xxxxxx
--------------------------------
Title: Director, DRW Finance and Admin.
-------------------------------------
SIGNATURE PAGE FOR LYNX REAL-TIME SYSTEMS, INCORPORATED SERIES F AMENDED AND
RESTATED INVESTORS' RIGHTS AGREEMENT
IN WITNESS WHEREOF, the parties hereto have executed this Amended and
Restated Investors' Rights Agreement effective as of the day and year first
above written.
LYNX REAL-TIME SYSTEMS, INCORPORATED
By: /s/ Xxxxx Xxxxx
---------------------------------------
Print Name: Xxxxx Xxxxx
---------------------------------
Title: Vice President, Finance
Chief Financial Officer
Lynx Real-Time Systems, Inc.
------------------------------------
INVESTOR: Dyna Investment Co., LTD
By: /s/ Y.T. Pan
--------------------------------------
Print Name: Y.T. Pan
--------------------------------
Title: President
-------------------------------------
SIGNATURE PAGE FOR LYNX REAL-TIME SYSTEMS, INCORPORATED SERIES F AMENDED AND
RESTATED INVESTORS' RIGHTS AGREEMENT
IN WITNESS WHEREOF, the parties hereto have executed this Amended and
Restated Investors' Rights Agreement effective as of the day and year first
above written.
LYNX REAL-TIME SYSTEMS, INCORPORATED
By:__________________________________
Print Name:__________________________
Title:_______________________________
NIMCO
By: /s/ Aniz Xxxxxxx
----------------------------------
Print Name: ANIZ XXXXXXX
--------------------------
Title: G. P.
-------------------------------
SIGNATURE PAGE FOR LYNX REAL-TIME SYSTEMS, INCORPORATED SERIES F AMENDED AND
RESTATED INVESTORS' RIGHTS AGREEMENT
IN WITNESS WHEREOF, the parties hereto have executed this Amended and
Restated Investors' Rights Agreement effective as of the day and year first
above written.
LYNX REAL-TIME SYSTEMS, INCORPORATED
By: /s/ Xxxxx Xxxxx
---------------------------------------
Print Name: XXXXX XXXXX
-------------------------------
Title: Vice President, Finance
Chief Financial Officer
Lynx Real-Time Systems, Inc.
------------------------------------
INVESTOR: Lite-On Inc.
By: /s/ Xxxxxxx Xxxxx
---------------------------------------
Print Name: XXXXXXX XXXXX
-------------------------------
Title: Chairman
------------------------------------
SIGNATURE PAGE FOR LYNX REAL-TIME SYSTEMS, INCORPORATED SERIES F AMENDED AND
RESTATED INVESTORS' RIGHTS AGREEMENT
IN WITNESS WHEREOF, the parties hereto have executed this Amended and
Restated Investors' Rights Agreement effective as of the day and year first
above written.
LYNX REAL-TIME SYSTEMS, INCORPORATED
By: /s/ Xxxxx Xxxxx
--------------------------------------
Print Name: XXXXX XXXXX
------------------------------
Title: CFO
-----------------------------------
SUN VENTURE CAPITAL PARTNERS I, L.P.
By: SUN VENTURE CAPITAL ADVISORS, Inc
By: /s/ Xxxxxx Xxxxxx
--------------------------------------
Print Name: XXXXXX XXXXXX
------------------------------
Title: President
-----------------------------------
SIGNATURE PAGE FOR LYNX REAL-TIME SYSTEMS, INCORPORATED SERIES F AMENDED AND
RESTATED INVESTORS' RIGHTS AGREEMENT
IN WITNESS WHEREOF, the parties hereto have executed this Amended and
Restated Investors' Rights Agreement effective as of the day and year first
above written.
LYNX REAL-TIME SYSTEMS, INCORPORATED
By:/s/ Xxxxx Xxxxx
---------------------------------------
Print Name: XXXXX XXXXX
-------------------------------
Title: CFO
------------------------------------
INVESTOR:
Grand Pacific Investment & Development Co., Ltd.
By: /s/ Xxxxx Xxxxx
---------------------------------------
Print Name: XXXXX XXXXX
-------------------------------
Title: Chairman
------------------------------------
SIGNATURE PAGE FOR LYNX REAL-TIME SYSTEMS, INCORPORATED SERIES F AMENDED AND
RESTATED INVESTORS' RIGHTS AGREEMENT
IN WITNESS WHEREOF, the parties hereto have executed this Amended and
Restated Investors' Rights Agreement effective as of the day and year first
above written.
LYNX REAL-TIME SYSTEMS, INCORPORATED
By: /s/ Xxxxx Xxxxx
-------------------------------------
Print Name: XXXXX XXXXX
-----------------------------
Title: VP Finance CFO
----------------------------------
HOLDERS - Mavish Partnership
By: /s/ Xxxxxxxx X. Xxxxxxxx
-------------------------------------
Print Name: XXXXXXXX X. XXXXXXXX
-----------------------------
Title: Partner
----------------------------------
SIGNATURE PAGE FOR LYNX REAL-TIME SYSTEMS, INCORPORATED SERIES F AMENDED AND
RESTATED INVESTORS' RIGHTS AGREEMENT
IN WITNESS WHEREOF, the parties hereto have executed this Amended and
Restated Investors' Rights Agreement effective as of the day and year first
above written.
LYNX REAL-TIME SYSTEMS, INCORPORATED
By: /s/ Xxxxx Xxxxx
---------------------------------------
Print Name: XXXXX XXXXX
-------------------------------
Title: CFO
------------------------------------
HOLDERS
By: /s/ Xxxxx Xxxxx
---------------------------------------
Print Name: XXXXX XXXXX
-------------------------------
Title:____________________________________
SIGNATURE PAGE FOR LYNX REAL-TIME SYSTEMS, INCORPORATED SERIES F AMENDED AND
RESTATED INVESTORS' RIGHTS AGREEMENT
IN WITNESS WHEREOF, the parties hereto have executed this Amended and
Restated Investors' Rights Agreement effective as of the day and year first
above written.
LYNX REAL-TIME SYSTEMS, INCORPORATED
By: /s/ Xxxxx Xxxxx
------------------------------------
Print Name: XXXXX XXXXX
----------------------------
Title: CFO
---------------------------------
INVESTOR:
By: /s/ Xxx X. Xxxx
------------------------------------
Print Name: XXX X. XXXX
----------------------------
Title:_________________________________
SIGNATURE PAGE FOR LYNX REAL-TIME SYSTEMS, INCORPORATED SERIES F AMENDED AND
RESTATED INVESTORS' RIGHTS AGREEMENT
IN WITNESS WHEREOF, the parties hereto have executed this Amended and
Restated Investors' Rights Agreement effective as of the day and year first
above written.
LYNX REAL-TIME SYSTEMS, INCORPORATED
By: /s/ Xxxxx Xxxxx
--------------------------------------
Print Name: XXXXX XXXXX
------------------------------
Title: CFO
-----------------------------------
INVESTOR:
By: /s/ Xxxx, Xxx-Chuan
--------------------------------------
Print Name: XXXX, XXX-CHUAN
------------------------------
Title:___________________________________
SIGNATURE PAGE FOR LYNX REAL-TIME SYSTEMS, INCORPORATED SERIES F AMENDED AND
RESTATED INVESTORS' RIGHTS AGREEMENT
IN WITNESS WHEREOF, the parties hereto have executed this Amended and
Restated Investors' Rights Agreement effective as of the day and year first
above written.
LYNX REAL-TIME SYSTEMS, INCORPORATED
By: /s/ Xxxxx Xxxxx
------------------------------------
Print Name: XXXXX XXXXX
----------------------------
Title: CFO
---------------------------------
INVESTOR:
By: /s/ Ming-Fu, Xxxxx
------------------------------------
Print Name: MING-FU, XXXXX
----------------------------
Title:_________________________________
SIGNATURE PAGE FOR LYNX REAL-TIME SYSTEMS, INCORPORATED SERIES F AMENDED AND
RESTATED INVESTORS' RIGHTS AGREEMENT
IN WITNESS WHEREOF, the parties hereto have executed this Amended and
Restated Investors' Rights Agreement effective as of the day and year first
above written.
LYNX REAL-TIME SYSTEMS, INCORPORATED
By: /s/ Xxxxx Xxxxx
--------------------------------------
Print Name: XXXXX XXXXX
------------------------------
Title: VP FINANCE, CFO.
-----------------------------------
INVESTOR: Century Venture Capital
By: /S/ Xxxx X. Xxxx
--------------------------------------
Print Name: XXXX X. XXXX
------------------------------
Title: President
-----------------------------------
SIGNATURE PAGE FOR LYNX REAL-TIME SYSTEMS, INCORPORATED SERIES F AMENDED AND
RESTATED INVESTORS' RIGHTS AGREEMENT
IN WITNESS WHEREOF, the parties hereto have executed this Amended and
Restated Investors' Rights Agreement effective as of the day and year first
above written.
LYNX REAL-TIME SYSTEMS, INCORPORATED
By: /s/ Xxxxx Xxxxx
---------------------------------------
Print Name: Xxxxx Xxxxx
---------------------------------
Title: VP Finance, CFO
------------------------------------
INVESTOR: TICS Venture Capital
By: /s/ Xxxx X. Xxxx
--------------------------------------
Print Name: Xxxx X. Xxxx
--------------------------------
Title: Chairman
-------------------------------------
SIGNATURE PAGE FOR LYNX REAL-TIME SYSTEMS, INCORPORATED SERIES F AMENDED AND
RESTATED INVESTORS' RIGHTS AGREEMENT
IN WITNESS WHEREOF, the parties hereto have executed this Amended and
Restated Investors' Rights Agreement effective as of the day and year first
above written.
LYNX REAL-TIME SYSTEMS, INCORPORATED
By:_______________________________________
Print Name:_______________________________
Title: ___________________________________
HOLDER
280 Venture LLC
By: 280 Venture Management LLC
It's: Manager
-------------------------------------
By: /s/ Xxxxxxx Xxxxx
--------------------------------------
Print Name: Xxxxxxx Xxxxx
--------------------------------
Title: Manager
-------------------------------------
SIGNATURE PAGE FOR LYNX REAL-TIME SYSTEMS, INCORPORATED SERIES F AMENDED AND
RESTATED INVESTORS' RIGHTS AGREEMENT
IN WITNESS WHEREOF, the parties hereto have executed this Amended and
Restated Investors' Rights Agreement effective as of the day and year first
above written.
LYNX REAL-TIME SYSTEMS, INCORPORATED
By:_______________________________________
Print Name:_______________________________
Title: ___________________________________
HOLDER
SBS Descendents Trust
It's: Trustee
-------------------------------------
By: /s/ Xxxxxx Xxxxx
--------------------------------------
Print Name: Xxxxxx Xxxxx
--------------------------------
Title: Trustee
-------------------------------------
SIGNATURE PAGE FOR LYNX REAL-TIME SYSTEMS, INCORPORATED SERIES F AMENDED AND
RESTATED INVESTORS' RIGHTS AGREEMENT
IN WITNESS WHEREOF, the parties hereto have executed this Amended and
Restated Investors' Rights Agreement effective as of the day and year first
above written.
LYNX REAL-TIME SYSTEMS, INCORPORATED
By:_______________________________________
Print Name:_______________________________
Title: ___________________________________
HOLDER
MSS Descendants Trust
It's: Trustee
------------------------------------
By: /s/ Xxxxxx Xxxxx
--------------------------------------
Print Name: Xxxxxx Xxxxx
--------------------------------
Title: Trustee
-------------------------------------
SIGNATURE PAGE FOR LYNX REAL-TIME SYSTEMS, INCORPORATED SERIES F AMENDED AND
RESTATED INVESTORS' RIGHTS AGREEMENT
IN WITNESS WHEREOF, the parties hereto have executed this Amended and
Restated Investors' Rights Agreement effective as of the day and year first
above written.
LYNX REAL-TIME SYSTEMS, INCORPORATED
By:_______________________________________
Print Name:_______________________________
Title: ___________________________________
HOLDER
Sands Brothers Venture Capital LLC
By: SB Venture Capital Management LLC
It's: Manager
------------------------------------
By: /s/ Xxxxxx Xxxxx
-------------------------------------
Print Name: Xxxxxx Xxxxx
-------------------------------
Title: Manager
------------------------------------
SIGNATURE PAGE FOR LYNX REAL-TIME SYSTEMS, INCORPORATED SERIES F AMENDED AND
RESTATED INVESTORS' RIGHTS AGREEMENT
IN WITNESS WHEREOF, the parties hereto have executed this Amended and
Restated Investors' Rights Agreement effective as of the day and year first
above written.
LYNX REAL-TIME SYSTEMS, INCORPORATED
By:_______________________________________
Print Name:_______________________________
Title: ___________________________________
HOLDER
Kahe & Xxxx Bridge Partner L.P.
By: Kahe Bridge Partners Corp.
It's: General Partner
--------------------------------------
By: /s/ Xxxxxx Xxxxx
--------------------------------------
Print Name: Xxxxxx Xxxxx
--------------------------------
Title: President
-------------------------------------
SIGNATURE PAGE FOR LYNX REAL-TIME SYSTEMS, INCORPORATED SERIES F AMENDED AND
RESTATED INVESTORS' RIGHTS AGREEMENT
IN WITNESS WHEREOF, the parties hereto have executed this Amended and
Restated Investors' Rights Agreement effective as of the day and year first
above written.
LYNX REAL-TIME SYSTEMS, INCORPORATED
By:_______________________________________
Print Name:_______________________________
Title: ___________________________________
HOLDER
It's:
--------------------------------------
By: /s/ Xxxxxx Xxxxxxx
--------------------------------------
Print Name: Xxxxxx Xxxxxxx
--------------------------------
Title:
-------------------------------------
SIGNATURE PAGE FOR LYNX REAL-TIME SYSTEMS, INCORPORATED SERIES F AMENDED AND
RESTATED INVESTORS' RIGHTS AGREEMENT
IN WITNESS WHEREOF, the parties hereto have executed this Amended and
Restated Investors' Rights Agreement effective as of the day and year first
above written.
LYNX REAL-TIME SYSTEMS, INCORPORATED
By:_______________________________________
Print Name:_______________________________
Title: ___________________________________
HOLDER
It's:
--------------------------------------
By: /s/ Xxxxxxx Xxxxx
--------------------------------------
Print Name: Xxxxxxx Xxxxx
--------------------------------
Title:
-------------------------------------
SIGNATURE PAGE FOR LYNX REAL-TIME SYSTEMS, INCORPORATED SERIES F AMENDED AND
RESTATED INVESTORS' RIGHTS AGREEMENT
IN WITNESS WHEREOF, the parties hereto have executed this Amended and
Restated Investors' Rights Agreement effective as of the day and year first
above written.
LYNX REAL-TIME SYSTEMS, INCORPORATED
By:_______________________________________
Print Name:_______________________________
Title: ___________________________________
HOLDER
It's:
_____________________________________
By: /s/ [ILLEGIBLE]^^
-------------------------------------
Print Name: [ILLEGIBLE]^^
-------------------------------
Title:
------------------------------------
SIGNATURE PAGE FOR LYNX REAL-TIME SYSTEMS, INCORPORATED SERIES F AMENDED AND
RESTATED INVESTORS' RIGHTS AGREEMENT
IN WITNESS WHEREOF, the parties hereto have executed this Amended and
Restated Investors' Rights Agreement effective as of the day and year first
above written.
LYNX REAL-TIME SYSTEMS, INCORPORATED
By: /s/ Xxxxx Xxxxx
---------------------------------------
Print Name: Xxxxx Xxxxx
------------------------------
Title: CFO
-----------------------------------
INVESTOR:
By: /s/ Fu Xxx Xxxxx
---------------------------------------
Print Name: Fu-Xxx Xxxxx
--------------------------------
Title: ------------------------------------
SIGNATURE PAGE FOR LYNX REAL-TIME SYSTEMS, INCORPORATED SERIES F AMENDED AND
RESTATED INVESTORS' RIGHTS AGREEMENT
IN WITNESS WHEREOF, the parties hereto have executed this Amended and
Restated Investors' Rights Agreement effective as of the day and year first
above written.
LYNX REAL-TIME SYSTEMS, INCORPORATED
By: /s/ Xxxxx Xxxxx
---------------------------------------
Print Name: Xxxxx Xxxxx
------------------------------
Title: Vice President, Finance
Chief Financial Officer
Lynx Real-Time Systems, Inc.
-----------------------------------
MONET CAPITAL FUND I, LP
By: /s/ Hsiang-Xxx Xxxx
--------------------------------------
Print Name: HSIANG-XXX XXXX
--------------------------------
Title: General Partner of Monet
------------------------------------
Capital Fund I, LP
-------------------------------------
By: _______________________________________
Print Name:________________________________
Title: ____________________________________
SIGNATURE PAGE FOR LYNX REAL-TIME SYSTEMS, INCORPORATED SERIES F AMENDED AND
RESTATED INVESTORS' RIGHTS AGREEMENT
IN WITNESS WHEREOF, the parties hereto have executed this Amended and
Restated Investors' Rights Agreement effective as of the day and year first
above written.
By: /s/ Xxxxxxx X. Xxxxxxx
---------------------------------------
Print Name: Xxxxxxx X. Xxxxxxx
---------------------------------
Title: Individual
------------------------------------
LYNX REAL-TIME SYSTEMS, INCORPORATED
By: /s/ Xxxxx Xxxxx
--------------------------------------
Print Name: Xxxxx Xxxxx
--------------------------------
Title: CFO.
-------------------------------------
SIGNATURE PAGE FOR LYNX REAL-TIME SYSTEMS, INCORPORATED SERIES F AMENDED AND
RESTATED INVESTORS' RIGHTS AGREEMENT
IN WITNESS WHEREOF, the parties hereto have executed this Amended and
Restated Investors' Rights Agreement effective as of the day and year first
above written.
By: /s/ Xxxxxxx X. Xxxxxxx
---------------------------------------
Print Name: Xxxxxxx X. Xxxxxxx
--------------------------------
Title: Managing Partner
-----------------------------------
INC3 Ventures, LLC issue shares as
INC3 Ventures Series I, L.P.
------------------------------------------
LYNX REAL-TIME SYSTEMS, INC.
By: /s/ Xxxxx Xxxxx
-------------------------------------
Print Name: Xxxxx Xxxxx
-------------------------------
Title: CFO.
------------------------------------
SIGNATURE PAGE FOR LYNX REAL-TIME SYSTEMS, INCORPORATED SERIES F AMENDED AND
RESTATED INVESTORS' RIGHTS AGREEMENT
IN WITNESS WHEREOF, the parties hereto have executed this Amended and
Restated Investors' Rights Agreement effective as of the day and year first
above written.
LYNX REAL-TIME SYSTEMS, INCORPORATED
By: /s/ Xxxxx Xxxxx
---------------------------------------
Print Name: Xxxxx Xxxxx
---------------------------------
Title: Vice President, Finance
Chief Financial Officer
Lynx Real-Time Systems, Inc.
------------------------------------
INVESTOR: Techgains Pan-Pacific Corporation
By: /s/ Xxxxxx Xxxx
--------------------------------------
Print Name: Xxxxxx Xxxx
--------------------------------
Title: Managing Director
-------------------------------------
SIGNATURE PAGE FOR LYNX REAL-TIME SYSTEMS, INCORPORATED SERIES F AMENDED AND
RESTATED INVESTORS' RIGHTS AGREEMENT
IN WITNESS WHEREOF, the parties hereto have executed this Amended and
Restated Investors' Rights Agreement effective as of the day and year first
above written.
LYNX REAL-TIME SYSTEMS, INCORPORATED
By: /s/ Xxxxx Xxxxx
---------------------------------------
Print Name: Xxxxx Xxxxx
---------------------------------
Title: Vice President, Finance
Chief Financial Officer
Lynx Real-Time Systems, Inc.
------------------------------------
Techgains International Corporation
INVESTOR:
By: /s/ Xxxxxx Xxxx
--------------------------------------
Print Name: Xxxxxx Xxxx
--------------------------------
Title: Managing Director
-------------------------------------
SIGNATURE PAGE FOR LYNX REAL-TIME SYSTEMS, INCORPORATED SERIES F AMENDED AND
RESTATED INVESTORS' RIGHTS AGREEMENT
IN WITNESS WHEREOF, the parties hereto have executed this Amended and
Restated Investors' Rights Agreement effective as of the day and year first
above written.
LYNX REAL-TIME SYSTEMS, INCORPORATED
By: /s/ Xxxxx Xxxxx
---------------------------------------
Print Name: Xxxxx Xxxxx
---------------------------------
Title: Vice President, Finance
Chief Financial Officer
Lynx Real-Time Systems, Inc.
------------------------------------
TEFA CAPITAL INC.
By: /s/ Hsiang-Xxx Xxxx
--------------------------------------
Print Name: Hsiang-Xxx Xxxx
--------------------------------
Title: General Partner of
TEFA CAPITAL INC.
-------------------------------------
By: _______________________________________
Print Name: _______________________________
Title: ____________________________________
SIGNATURE PAGE FOR LYNX REAL-TIME SYSTEMS, INCORPORATED SERIES F AMENDED AND
RESTATED INVESTORS' RIGHTS AGREEMENT
IN WITNESS WHEREOF, the parties hereto have executed this Amended and
Restated Investors' Rights Agreement effective as of the day and year first
above written.
LYNX REAL-TIME SYSTEMS, INCORPORATED
By: /s/ Xxxxx Xxxxx
---------------------------------------
Print Name: Xxxxx Xxxxx
---------------------------------
Title: VP Finance, CFO
------------------------------------
INVESTOR: Fast Access Holdings Inc.
By: /s/ Xxxxxxxx Xxx
--------------------------------------
Print Name: Xxxxxxxx Xxx
--------------------------------
Title: Executive Vice President
-------------------------------------
SIGNATURE PAGE FOR LYNX REAL-TIME SYSTEMS, INCORPORATED SERIES F AMENDED AND
RESTATED INVESTORS' RIGHTS AGREEMENT
IN WITNESS WHEREOF, the parties hereto have executed this Amended and
Restated Investors' Rights Agreement effective as of the day and year first
above written.
LYNX REAL-TIME SYSTEMS, INCORPORATED
By: /s/ Xxxxx Xxxxx
---------------------------------------
Print Name: Xxxxx Xxxxx
---------------------------------
Title: VP, Finance, CFO
------------------------------------
By: /s/ Xxxxx X. Xxxx
--------------------------------------
Print Name: Xxxxx X. Xxxx & Xxxxx X. Xxxx
--------------------------------
Living Trust Dated 8-13-92
Title: Trustee.
-------------------------------------
SIGNATURE PAGE FOR LYNX REAL-TIME SYSTEMS, INCORPORATED SERIES F AMENDED AND
RESTATED INVESTORS' RIGHTS AGREEMENT
IN WITNESS WHEREOF, the parties hereto have executed this Amended and
Restated Investors' Rights Agreement effective as of the day and year first
above written.
LYNX REAL-TIME SYSTEMS, INCORPORATED
By: /s/ Xxxxx Xxxxx
---------------------------------------
Print Name: Xxxxx Xxxxx
---------------------------------
Title: VP Finance CFO
------------------------------------
F&B Limited Liability company
By: /s/ Xxxxx Xxxxx
--------------------------------------
Print Name: Xxxxx Xxxxx
--------------------------------
Title: President.
-------------------------------------
SIGNATURE PAGE FOR LYNX REAL-TIME SYSTEMS, INCORPORATED SERIES F AMENDED AND
RESTATED INVESTORS' RIGHTS AGREEMENT
IN WITNESS WHEREOF, the parties hereto have executed this Amended and
Restated Investors' Rights Agreement effective as of the day and year first
above written.
LYNX REAL-TIME SYSTEMS, INCORPORATED
By: /s/ Xxxxx Xxxxx
---------------------------------------
Print Name: Xxxxx Xxxxx
---------------------------------
Title: VP Finance, CFO
------------------------------------
INVESTOR:
By: /s/ [ILLEGIBLE]^^
--------------------------------------
Print Name: [ILLEGIBLE]^^
--------------------------------
Title: President
-------------------------------------
SIGNATURE PAGE FOR LYNX REAL-TIME SYSTEMS, INCORPORATED SERIES F AMENDED AND
RESTATED INVESTORS' RIGHTS AGREEMENT
IN WITNESS WHEREOF, the parties hereto have executed this Amended and
Restated Investors' Rights Agreement effective as of the day and year first
above written.
LYNX REAL-TIME SYSTEMS, INCORPORATED
By: /s/ Xxxxx Xxxxx
---------------------------------------
Print Name: Xxxxx Xxxxx
---------------------------------
Title: VP Finance, CFO
------------------------------------
INVESTOR:
By: /s/ Xxxxxx Xxxx
--------------------------------------
Print Name: Xxxxxx Xxxx
--------------------------------
Title: President
-------------------------------------
SIGNATURE PAGE FOR LYNX REAL-TIME SYSTEMS, INCORPORATED SERIES F AMENDED AND
RESTATED INVESTORS' RIGHTS AGREEMENT
IN WITNESS WHEREOF, the parties hereto have executed this Amended and
Restated Investors' Rights Agreement effective as of the day and year first
above written.
LYNX REAL-TIME SYSTEMS, INCORPORATED
By:_______________________________________
Print Name:_______________________________
Title: ___________________________________
DRW VENTURE PARTNERS L.P.
By: XXXX XXXXXXXX CORPORATION
It's: General Partner
It's: ____________________________________
By: /s/ Xxxx Xxxxxx
--------------------------------------
Print Name: Xxxx Xxxxxx
--------------------------------
Title: Director, DRW Finance and Admin
-------------------------------------
SIGNATURE PAGE FOR LYNX REAL-TIME SYSTEMS, INCORPORATED SERIES F AMENDED AND
RESTATED INVESTORS' RIGHTS AGREEMENT
IN WITNESS WHEREOF, the parties hereto have executed this Amended and
Restated Investors' Rights Agreement effective as of the day and year first
above written.
LYNX REAL-TIME SYSTEMS, INCORPORATED
By:_______________________________________
Print Name:_______________________________
Title: ___________________________________
INVESTOR: Tekkang Management Consulting Inc.
By: /s/ X.X. Xxxx
--------------------------------------
Print Name:________________________________
Title:_____________________________________
SIGNATURE PAGE FOR LYNX REAL-TIME SYSTEMS, INCORPORATED SERIES F AMENDED AND
RESTATED INVESTORS' RIGHTS AGREEMENT
