Exhibit 10.5
EXHIBIT D
---------
INVESTORS' RIGHTS AGREEMENT
This Investors' Rights Agreement (the "AGREEMENT") is made as of March, 12
1999 by and among Jutvision Corporation, a Delaware corporation (the "COMPANY")
and the persons and entities listed on Schedule A attached hereto.
RECITALS
--------
WHEREAS, simultaneously herewith, the Company is entering into a Series B
Preferred Stock Purchase Agreement (the "PURCHASE AGREEMENT") and issuing shares
of its Series B Preferred Stock to the Investors named in Exhibit A to the
Purchase Agreement;
NOW, THEREFORE, it is hereby agreed as follows:
1. Certain Definitions. As used in this Agreement, the following terms
-------------------
shall have the following respective meanings:
"Commission" shall mean the Securities and Exchange Commission or any other
federal agency at the time administering the Securities Act.
"Conversion Stock" shall mean the Shares and the shares of Common Stock
issued or issuable upon conversion of the Shares.
"Exchange Act" shall mean the Securities Exchange Act of 1934, as amended.
"Holder" shall mean the holders of Registrable Securities, securities
convertible into Registrable Securities and any person holding such securities
to whom the rights under this Agreement have been transferred in accordance with
Section 2.13 hereof.
"Investors" shall mean the Investors of the Company's Series B Preferred
Stock pursuant to the Purchase Agreement.
"Registrable Securities" means (i) the Conversion Stock and (ii) any Common
Stock of the Company issued or issuable with respect to, or in exchange for or
in replacement of the Conversion Stock or other securities convertible into or
exercisable for Conversion Stock upon any stock split, stock dividend,
recapitalization, or similar event, provided, however, that shares of Common
-------- -------
Stock shall only be treated as Registrable Securities if and so long as they
have not been sold to or through a broker or dealer or underwriter in a public
distribution or a public securities transaction or sold in a transaction exempt
from the registration and prospectus delivery requirements of the Securities Act
under Section 4(1) thereof so that all transfer restrictions and restrictive
legends with respect thereto, if any, are removed upon the consummation of such
sale.
The terms "register," "registered" and "registration" refer to a
registration effected by preparing and filing a registration statement in
compliance with the Securities Act, and the declaration or ordering of the
effectiveness of such registration statement.
"Registration Expenses" shall mean all expenses, except Selling Expense
(defined below), incurred by the Company in complying with Sections 2.5, 2.6 and
2.7 hereof, including, without limitation, all registration, qualification and
filing fees, printing expenses, escrow fees, fees and disbursements of counsel
for the Company and expenses up to $20,000 of one (1) special counsel to the
selling Holders, blue sky fees and expenses, the expense of any special audits
incident to or required by any such registration (but excluding the compensation
of regular employees of the Company which shall be paid in any event by the
Company).
"Restricted Securities" shall mean the securities of the Company required
to bear the legend set forth in Section 2.2 hereof.
"Securities Act" shall mean the Securities Act of 1933, as amended, or any
similar federal statute and the roles and regulations of the Commission
thereunder, all as the same shall be in effect at the time.
"Selling Expenses" shall mean all underwriting discounts, selling
commissions, fees and disbursements of counsel to the selling Holder in excess
of $20,000 and stock transfer taxes applicable to the securities registered by
the Holders.
"Series B Investors" shall mean Investors of the Series B Preferred Stock
pursuant to the Purchase Agreement.
"Shares" shall mean the shares of the Company's Series B Preferred Stock
issued pursuant to the Purchase Agreement.
2. Restrictions on Transfer of Securities; Compliance with Securities
------------------------------------------------------------------
Act; Registration Rights.
------------------------
2.1 Restrictions on Transfer. The Shares and the Conversion Stock
------------------------
shall not be sold, assigned, transferred or pledged except upon the conditions
specified in this Section 2, which conditions are intended to ensure compliance
with the provisions of the Securities Act. The Investors will cause any proposed
Investor, assignee, transferee, or pledgee of the Shares or the Conversion Stock
held by the Investors to agree to take and hold such securities subject to the
provisions and upon the conditions specified in this Section 2.
2.2 Restrictive Legend. Each certificate representing (i) the Shares,
------------------
(ii) the Conversion Stock or (iii) any other securities issued in respect of the
Shares or the Conversion Stock upon any stock split, stock dividend,
recapitalization, merger, consolidation or similar event, shall (unless
otherwise permitted by the provisions of Section 2.3 below) be stamped or
otherwise imprinted with a legend in the following form (in addition to any
legend required under applicable state securities laws):
-2-
THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN
ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933. SUCH SHARES MAY NOT BE SOLD OR
TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION UNLESS THE
COMPANY RECEIVES AN OPINION OF COUNSEL REASONABLY ACCEPTABLE
TO IT STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE
REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID
ACT. COPIES OF THE AGREEMENT COVERING THE PURCHASE OF THESE
SHARES AND RESTRICTING THEIR TRANSFER MAYBE OBTAINED A T NO
COST BY WRITTEN REQUEST MADE B Y THE HOLDER OF RECORD OF
THIS CERTIFICATE TO THE SECRETARY OF THE CORPORATION A T THE
PRINCIPAL EXECUTIVE OFFICES OF THE CORPORATION.
The Investors and Holders consent to the Company making a notation on
its records and giving instructions to any transfer agent of the Shares or the
Conversion Stock in order to implement the restrictions on transfer established
in this Section 2.
2.3 Notice of Proposed Transfers. The holder of each certificate
----------------------------
representing Restricted Securities by acceptance thereof agrees to comply in all
respects with the provisions of this Section 2.3. Prior to any proposed sale,
assignment, transfer or pledge of any Restricted Securities (other than (i) a
transfer not involving a change in beneficial ownership, or (ii) in transactions
involving the distribution without consideration of Restricted Securities by any
Holder to any of its members, partners, or retired partners or members, or to
the estate of any of its members, partners or retired partners or members, (iii)
a transfer to an affiliated fund, partnership Or company, which is not a
competitor of the Company, subject to compliance with applicable securities
laws, or (iv) transfers in compliance with Rule 144(k), so long as the Company
is furnished with satisfactory evidence of compliance with such Rule), unless
there is in effect a registration statement under the Securities Act covering
the proposed transfer, the holder thereof shall give written notice to the
Company of such holder's intention to effect such transfer, sale, assignment or
pledge. Each such notice shall describe the manner and circumstances of the
proposed transfer, sale, assignment or pledge in sufficient detail, and, if
requested by the Company, shall be accompanied, at such holder's expense, by
either (i) a written opinion of legal counsel who shall, and whose legal opinion
shall be, reasonably satisfactory to the Company addressed to the Company, to
the effect that the proposed transfer of the Restricted Securities may be
effected without registration under the Securities Act, or (ii) a "no action"
letter from the Commission to the effect that the transfer of such securities
without registration will not result in a recommendation by the staff of the
Commission that action be taken with respect thereto, whereupon the holder of
such Restricted Securities shall be entitled to transfer such Restricted
Securities in accordance with the terms of the notice delivered by the holder to
the Company. Each certificate evidencing the Restricted Securities transferred
as above provided shall bear, the appropriate restrictive legend set forth in
Section 2.2 above, except that such certificate shall not bear such restrictive
legend if in the opinion of counsel
-3-
for such holder and in the reasonable opinion of the Company such legend is not
required in order to establish compliance with any provision of the Securities
Act.
2.4 Removal of Restrictions on Transfer of Securities. Any legend
-------------------------------------------------
referred to in Section 2.2 hereof stamped on a certificate evidencing the
Restricted Securities and the stock transfer instructions and record notations
with respect to such Restricted Security shall be removed and the Company shall
issue a certificate without such legend to the holder of such Restricted
Security if such security is registered under the Securities Act, or if such
holder provides the Company with an opinion of counsel (which may be counsel for
the Company) reasonably acceptable to the Company to the effect that a public
sale or transfer of such security may be made without registration under the
Securities Act or such holder provides the Company with reasonable assurances,
which may, at the option of the Company, include an opinion of counsel
satisfactory to the Company, that such security can be sold pursuant to Section
(k) of Rule 144 under the Securities Act.
2.5 Requested Registration.
----------------------
(a) Request for Registration. If the Company shall receive at
------------------------
any time after the earlier of (i) February 28, 2003 or (ii) six (6) months after
the effective date of the first registration statement filed by the Company
covering an underwritten offering of any of its securities to the general
public; a written request from the Holders of at least 60% of the Registrable
Securities that the Company effect any registration, qualification or compliance
with respect to at least 30% of the Registrable Securities, or any lesser number
of shares of Registrable Securities if the anticipated aggregate offering price
exceeds $10,000,000, the Company will:
(i) within ten days of the receipt by the Company of such
notice, give written notice of the proposed registration, qualification or
compliance to all other Holders; and
(ii) as soon as practicable, use its best efforts to effect
such registration, qualification or compliance (including, without limitation,
appropriate qualification under applicable blue sky or other state securities
laws and appropriate compliance with applicable regulations issued under the
Securities Act and any other governmental requirements or regulations) as may be
so requested and as would permit or facilitate the sale and distribution of all
or such portion of such Registrable Securities as are specified in such request,
together with all or such portion of the Registrable Securities of any Holder or
Holders joining in such request as are specified in a written request received
by the Company within 20 days after receipt of such written notice from the
Company.
Notwithstanding the foregoing, the Company shall not be obligated to take
any action to effect any such registration, qualification or compliance pursuant
to this Section 2.5:
(A) In any particular jurisdiction in which the Company
would be required to qualify as a foreign corporation, subject itself to
taxation in that jurisdiction or 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;
-4-
(B) During the period starting with the date sixty (60)
days prior to the Company's estimated date of filing of, and ending on the date
six (6) months immediately following the effective date of, any registration
statement pertaining to securities of the Company (other than a registration of
securities in a Rule 145 transaction, with respect to an employee benefit plan
or with respect to the Company's first registered public offering of its stock),
provided that the Company is actively employing in good faith all reasonable
efforts to cause such registration statement to become effective;
(C) After the Company has effected two (2) such
registrations pursuant to this Section 2.5(a) covering all shares requested to
be registered by the Holders initiating or joining such request, and such
registrations have been declared or ordered effective; or
(D) If the Company shall furnish to such Holders a
certificate signed by the President of the Company stating that in the good
faith judgment of the Board of Directors it would be seriously detrimental to
the Company or its stockholders for a registration statement to be filed in the
near future, then the Company's obligation to use its best efforts to register,
qualify or comply under this Section 2.5 shall be deferred for a period not to
exceed 90 days from the date of receipt of written request from the Holders;
provided, however, that the Company shall not exercise such right more than once
-------- -------
in any twelve-month period.
Subject to the foregoing clauses (A) through (D), 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 Holders.
(b) Underwriting. In the event that a registration pursuant to Section
------------
2.5 is for a registered public offering involving an underwriting, the Company
shall so advise the Holders as part of the notice given pursuant to Section
2.5(a)(i). In such event, the right of any Holder to registration pursuant to
Section 2.5 shall be conditioned upon such Holder's participation in the
underwriting arrangements required by this Section 2.5, and the inclusion of
such Holder's Registrable Securities in the underwriting to the extent requested
shall be limited to the extent provided herein.
The Company shall (together with all Holders proposing to distribute
their securities through such underwriting) enter into an underwriting agreement
in customary form with the managing underwriter of recognized national standing
selected for such underwriting by the Company and reasonably acceptable to a
majority of the Holders proposing to distribute their securities through such
underwriting. Notwithstanding any other provision of this Section 2.5, if the
managing underwriter determines that marketing factors require a limitation of
the number of shares to be underwritten, the managing underwriter may limit the
Registrable Securities and other securities to be distributed through such
underwriting. The Company shall so advise all Holders distributing their
securities through such underwriting of such limitation and the number of shares
of Registrable Securities that may be included in the registration (and
underwriting if any) shall be allocated among all Holders in proportion, as
nearly as practicable, to the respective amounts of
-5-
Registrable Securities requested by such Holders to be included in such
Registration Statement. No Registrable Securities excluded from the underwriting
by reason of the underwriter's marketing limitation shall be included in such
registration. To facilitate the allocation of shares in accordance with the
above provisions, the Company may round the number of shares allocated to any
Holder or Holders to the nearest 100 shares. In no event shall the number of
Registrable Shares underwritten in an offering be limited unless and until all
shares held by persons other than the holders of the Registrable Shares and the
Company are completely excluded from such offering.
If any Holder of Registrable Securities disapproves of the terms of
the underwriting, such Holder may elect to withdraw therefrom by written notice
to the Company, the managing underwriter and the Holders. The Registrable
Securities and/or other securities so withdrawn shall also be withdrawn from
registration, and such Registrable Securities shall not be transferred in a
public distribution prior to 180 days after the effective date of such
registration, or such other shorter period of time as the underwriters may
require.
2.6 Company Registration.
--------------------
(a) Notice of Registration. If at any time or from time to time
----------------------
the Company shall determine to register any of its securities, either for its
own account or the account of a security holder or holders, other than (i) a
registration relating solely to employee benefit plans, (ii) a registration
relating solely to a Rule 145 transaction, or (iii) a registration pursuant to
Section 2.5 hereof, the Company will:
(i) promptly give to each Holder written notice thereof;
and
(ii) include in such registration (and any related
qualification under blue sky laws or other compliance), and in any underwriting
involved therein, all the Registrable Securities specified in a written request
or requests, made within 20 days after receipt of such written notice from the
Company, by any Holder.
(b) Underwriting. If the registration of which the Company gives
------------
notice is for a registered public offering involving an underwriting, the
Company shall so advise the Holders as a part of the written notice given
pursuant to Section 2.6(a)(i). In such event the right of any Holder to
registration pursuant to Section 2.6 shall be conditioned upon such Holder's
participation in such underwriting and the inclusion of 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) enter into an underwriting
agreement in customary form with the managing underwriter selected for such
underwriting by the Company. Notwithstanding any other provision of this Section
2.6, if the managing underwriter determines that marketing factors require a
limitation of the number of shares to be underwritten, the managing underwriter
may limit the Registrable Securities and other securities to be distributed
through such underwriting; provided, however, that except in connection with the
-------- -------
Company's initial underwritten public offering of Common Stock (where
Registrable Securities may be entirely excluded), the number of Registrable
-6-
Securities shall not be limited to less than 20% of the aggregate number of
shares proposed to be included in such underwriting. The Company shall so advise
all Holders distributing their securities through such underwriting of such
limitation and the number of shares of Registrable Securities that may be
included in the registration (and underwriting if any) shall be allocated among
all Holders in proportion, as nearly as practicable, to the respective amounts
of Registrable Securities requested by such Holders to be included in such
Registration Statement. No Registrable Securities excluded from the underwriting
by reason of the underwriter's marketing limitation shall be included in such
registration. To facilitate the allocation of shares in accordance with the
above provisions, the Company may round the number of shares allocated to any
Holder or Holders to the nearest 100 shares. In no event shall the number of
Registrable Shares underwritten in an offering be limited unless and until all
shares held by persons other than the holders of the Registrable Shares and the
Company are completely excluded from such offering.
If any Holder or Holders disapprove of the terms of any such
underwriting, such Holder or Holders may elect to withdraw therefrom by written
notice to the Company and the managing underwriter. Any securities excluded or
withdrawn from such underwriting shall be withdrawn from such registration, and
shall not be transferred in a public distribution prior to 180 days after the
effective date of the registration statement relating thereto, or such other
shorter period of time as the underwriters may require.
(c) Right to Terminate Registration. The Company shall have the
-------------------------------
right to terminate or withdraw any registration initiated by it under this
Section 2.6 prior to the effectiveness of such registration whether or not any
Holder has elected to include securities in such registration. The Registration
Expenses of such withdrawn registration shall be borne by the Company in
accordance with Section 2.8 hereof.
2.7 Registration on Form S-3.
------------------------
(a) If any Holder or Holders request in writing that the Company
file a registration statement on Form S-3 (or any successor form to Form S-3),
or any similar short-form registration statement, for a public offering of
Registrable Securities, the reasonably anticipated aggregate price to the public
of which, net of underwriting discounts and commissions (if any), would exceed
$1,000,000 and the Company is a registrant entitled to use Form S-3 to register
the Registrable Securities for such an offering, the Company shall use its best
efforts to cause such Registrable Securities to be registered on such form for
the offering and to cause such Registrable Securities to be qualified in such
jurisdictions as the Holder or Holders may reasonably request; provided,
--------
however, that the Company shall not be required to effect more than one such
-------
registration in any twelve (12) month period. The provisions of Section 2.5(b)
shall be applicable to each registration initiated under this Section 2.7.
(b) Notwithstanding the foregoing, the Company shall not be
obligated to take any action pursuant to this Section 2.7: (i) in any particular
jurisdiction in which the Company would be required to execute a general consent
to service of process in effecting such registration, qualification or
compliance unless the Company is already subject to service in such jurisdiction
and
-7-
except as may be required by the Securities Act; (ii) if the Company, within ten
(10) days of the receipt of the request of the initiating Holders, gives notice
of its bona fide intention to effect the filing of a registration statement with
the Commission within sixty (60) days of receipt of such request (other than
with respect to a registration statement relating to a Rule 145 transaction, or
an offering solely to employees); (iii) during the period starting with the date
sixty (60) days prior to the Company's estimated date of filing of, and ending
on the date six (6) months immediately following, the effective date of any
registration statement pertaining to securities of the Company (other than a
registration of securities in a Rule 145 transaction or with respect to an
employee benefit plan), provided that the Company is actively employing in good
faith all reasonable efforts to cause such registration statement to become
effective; or (iv) if the Company shall furnish to such Holder a certificate
signed by the President of the Company stating that in the good faith judgment
of the Board of Directors it would be seriously detrimental to the Company or
its stockholders for registration statements to be filed in the near future,
then the Company's obligation to use its best efforts to file a registration
statement shall be deferred for a period not to exceed 90 days from the receipt
of the request to file such registration by such Holder; provided, however, that
-------- -------
the Company shall not exercise such right more than once in any twelve-month
period.
2.8 Expenses of Registration. All Registration Expenses incurred in
------------------------
connection with registrations pursuant to Sections 2.5, 2.6 and 2.7 shall be
borne by the Company. All Selling Expenses relating to securities registered on
behalf of the Holders shall be borne by the holders of securities included in
such registration pro rata among each other on the basis of the number of shares
so registered; provided, however, that the Company shall not be required to pay
-------- -------
for any expenses of any registration proceeding begun pursuant to Section 2.5 if
the registration request is subsequently withdrawn at the request of the Holders
of a majority of the Registrable Securities to be registered (in which case all
participating Holders shall bear such expenses); provided further, however, that
if at the time of such withdrawal, the Holders have learned of a material
adverse change in the condition, business, or prospects of the Company which did
not exist at the time of their request, then the Holders shall not be required
to pay any of such expenses and shall retain their rights pursuant to Section
2.5, if applicable.
2.9 Registration Procedures. In the case of each registration,
-----------------------
qualification or compliance effected by the Company pursuant to this Section 2,
the Company will keep each Holder advised in writing as to the initiation of
each registration, qualification and compliance and as to the completion
thereof. At its expense the Company will:
(a) Prepare and file with the Commission a registration
statement with respect to such securities and use its best efforts to cause such
registration statement to become and remain effective for thirty (30) days or
less if the distribution described in the Registration Statement has been
completed;
(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 to the Holders participating in such registration
and to the underwriters of the securities being registered such reasonable
number of copies of the registration statement, preliminary prospectus, final
prospectus and such other documents as such underwriters may reasonably request
in order to facilitate the public offering of such securities.
(d) Use its best efforts to register and qualify the securities
covered by such registration statement under such other securities or Blue Sky
laws of such jurisdictions as shall be reasonably requested by the Holders,
provided that the Company shall not be required in connection therewith or as a
condition thereto to qualify to do business or to file a general consent to
service of process in any such states or jurisdictions.
(e) In the event of any underwritten public offering, enter into
and perform its obligations under an underwriting agreement, in usual and
customary form, with the managing underwriter(s) of such offering. Each Holder
participating in such underwriting shall also enter into and perform its
obligations under such an agreement.
(f) Notify each Holder of Registrable Securities covered by such
registration statement at any time when a prospectus relating thereto is
required to be delivered under the 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 in the light of the circumstances then
existing.
(g) Furnish, at the request of a majority of the Holders
participating in the registration, on the date that such Registrable Securities
are delivered to the underwriters for sale, if such securities are being sold
through underwriters, or, if such securities are not being sold through
underwriters, on the date that the registration statement with respect to such
securities becomes effective, (i) an opinion, dated as of such date, of the
counsel representing the Company for the purposes of such registration, in form
and substance as is customarily given to underwriters in an underwritten public
offering and reasonably satisfactory to a majority in interest of the Holders
requesting registration, addressed to the underwriters, if any, and to the
Holders requesting registration of Registrable Securities and (ii) a letter
dated as of such date, from the independent certified public accountants of the
Company, in form and substance as is customarily given by independent certified
public accountants to underwriters in connection with an underwritten public
offering and reasonably satisfactory to a majority in interest of the Holders
requesting registration, addressed to the underwriters, if any, and if permitted
by applicable accounting standards, to the Holders requesting registration of
Registrable Securities.
2.10 Indemnification.
---------------
(a) The Company will indemnify each Holder, each of its officers,
directors and partners, and each person controlling such Holder within the
meaning of Section 15 of the Securities Act, with respect to which registration,
qualification or compliance has been effected pursuant to this Section 2, and
each underwriter, if any, and each person who controls any underwriter within
the meaning of Section 15 of the Securities Act, against all expenses, claims,
-9-
losses, damages or liabilities (or actions in respect thereof), including any of
the foregoing incurred in settlement of any litigation, commenced or threatened,
arising out of or based on any untrue statement (or alleged untrue statement) of
a material fact contained in any registration statement, prospectus, offering
circular or other document, or any amendment or supplement thereto, incident to
any such registration, qualification or compliance, or based on any omission (or
alleged omission) to state therein a material fact required to be stated therein
or necessary to make the statements therein, in light of the circumstances in
which they were made, not misleading, or any violation by the Company of the
Securities Act or any role or regulation promulgated under the Securities Act
applicable to the Company in connection with any such registration,
qualification or compliance, and the Company will reimburse each such Holder,
each of its officers, directors, partners and each person controlling such
Holder, each such underwriter and each person who controls any such underwriter,
for any legal and any other expenses reasonably incurred in connection with
investigating, preparing or defending any such claim, loss, damage, liability or
action, provided that the Company will not be liable in any such case to the
extent that any such claim, loss, damage, liability or expense arises out of or
is based on any untrue statement or omission or alleged untrue statement or
omission, made in reliance upon and in conformity with written information
furnished to the Company by an instrument duly executed by such Holder,
controlling person or underwriter specifically for use therein, or the failure
of such Holder to deliver a Prospectus that was delivered to the Holder prior to
a sale or sales by such Holder.
(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 and officers, each underwriter, if any, of the Company's
securities covered by such a registration statement, each person who controls
the Company or such underwriter within the meaning of Section 15 of the
Securities Act, and each other Holder, each of its officers, directors, partners
and each person controlling such Holder within the meaning of Section 15 of the
Securities Act, against all claims, losses, damages and liabilities (or actions
in respect thereof) arising out of or based on any untrue statement (or alleged
untrue statement) of a material fact contained in any such registration
statement, prospectus, offering circular or other document, or any omission (or
alleged omission) to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading, and will reimburse
the Company, such Holders, such directors, officers, persons, underwriters or
control persons for any legal or any other expenses reasonably incurred in
connection with investigating or defending any such claim, loss, damage,
liability or action, in each case to the extent, but only to the extent, that
such untrue statement (or alleged untrue statement) or omission (or alleged
omission) is made in such registration statement, prospectus, offering circular
or other document in reliance upon and in conformity with written information
furnished to the Company by an instrument duly executed by such Holder
specifically for use therein. Notwithstanding the foregoing, the liability of
each Holder under this subsection (b) shall be limited to the proportion of any
such loss, claim, damage, liability or expense which is equal to the proportion
that the public offering price of the shares sold by such Holder under such
registration statement bears to the total public offering price of all
securities sold thereunder, but not to exceed the proceeds received by such
Holder from the sale of Registrable Securities covered by such registration
statement. A Holder will not be required to enter into any agreement or
undertaking in connection with any registration under this Section 2
-10-
providing for any indemnification or contribution on the part of such Holder
greater than the Holder's obligations under this Section 2.10(b).
(c) Each party entitled to indemnification under this Section
2.10 (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 any
such claim or any litigation resulting therefrom, provided that counsel for the
Indemnifying Party, who shall conduct the defense of such claim or litigation,
shall be approved by the Indemnified Party (whose approval shall not
unreasonably be withheld), and the Indemnified Party may participate in such
defense at such party's expense, and provided further that the failure of any
Indemnified Party to give notice as provided herein shall not relieve the
Indemnifying Party of its obligations under this Section 2 unless the failure to
give such notice is materially prejudicial to an Indemnifying Party's ability to
defend such action and provided further, that the Indemnifying Party shall not
assume the defense for matters as to which there is a conflict of interest or
separate and different defenses but shall bear the expense of such defense
nevertheless. No Indemnifying Party, in the defense of any such claim or
litigation, shall, except with the consent of each Indemnified Party, consent to
entry of any judgment or enter into any settlement which does not include as an
unconditional term thereof the giving by the claimant or plaintiff to such
Indemnified Party of a release from all liability in respect to such claim or
litigation.
(d) If the indemnification provided for paragraphs (a) through
(c) of this Section 2.10 is unavailable or insufficient to hold harmless an
indemnified party under such paragraphs in respect of any losses, claims,
damages or liabilities or actions in respect thereof referred to therein, then
each indemnifying party shall in lieu of indemnifying such indemnified party
contribute to the amount paid or payable by such indemnified party as a result
of such losses, claims, damages, liabilities or actions in such proportion as
appropriate to reflect the relative fault of the Company, on the one hand, and
the underwriters and the Holder of such Registrable Securities, on the other, in
connection with the statements or omissions which resulted in such losses,
claims, damages, liabilities or actions as well as any other relevant equitable
considerations, including the failure to give any notice under paragraph (c).
The relative fault shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact relates to
information supplied by the Company, on the one hand, or the underwriters or the
Holders of such Registrable Securities, on the other, and to the parties'
relative intent, knowledge, access to information and opportunity to correct or
prevent such statement or omission. The Company and each of the Holders agrees
that it would not be just and equitable if contributions pursuant to this
paragraph were determined by pro rata allocation (even if all of the Holders of
--- ----
such Registrable Securities were treated as one entity for such purpose) or by
any other method of allocation which did not take account of the equitable
considerations referred to above in this paragraph. The amount paid or payable
by an indemnified party as a result of the losses, claims, damages, liabilities
or action in respect thereof, referred to above in this paragraph, shall be
deemed to include any legal or other expenses reasonably incurred by such
indemnified party in connection with investigating or defending any such action
or claim. Notwithstanding the provisions of this paragraph, no Holder shall be
required to contribute any amount in excess of the lesser of (i) the proportion
that the public
-11-
offering price of shares sold by such Holder under such registration statement
bears to the total public offering price of all securities sold thereunder, but
not to exceed the proceeds received by such Holder for the sale of Registrable
Securities covered by such registration statement and (ii) the amount of any
damages which they would have otherwise been required to pay by reason of such
untrue or alleged untrue statement or omission. No person guilty of fraudulent
misrepresentations (within the meaning of Section 11 (f) of the Securities Act),
shall be entitled to contribution from any person who is not guilty of such
fraudulent misrepresentation.
2.11 Information by Holder. The Holder or Holders of Registrable
---------------------
Securities included in any registration shall furnish to the Company such
information regarding such Holder or Holders, the Registrable Securities held by
them and the distribution proposed by such Holder or Holders as the Company may
reasonably request in writing and as shall be required in connection with any
registration, qualification or compliance referred to in this Section 2.
2.12 Rule 144 Reporting. With a view to making available the benefits
------------------
of certain roles and regulations of the Commission which may at any time permit
the sale of the Restricted Securities to the public without registration, after
such time as a public market exists for the Common Stock of the Company, the
Company agrees to use its best efforts to:
(a) Make and keep public information available, as those terms
are understood and defined in Rule 144 under the Securities Act, at all times
after the effective date that the Company becomes subject to the reporting
requirements of the Securities Act or the Securities Exchange Act.
(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 an Investor owns any Restricted Securities to
furnish to the Investor forthwith upon request a written statement by the
Company as to its compliance with the reporting requirements of said Rule 144
(at any time after 90 days after the effective date of the first registration
statement filed by the Company for an offering of its securities to the general
public), and of the Securities Act and the 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
of the Company and other information in the possession of or reasonably
obtainable by the Company as an Investor may reasonably request in availing
itself of any role or regulation of the Commission allowing an Investor to sell
any such securities without registration.
2.13 Transfer of Registration Rights. The rights to cause the Company
-------------------------------
to register securities granted Holders under Sections 2.5, 2.6 and 2.7 may be
assigned to a transferee or assignee in connection with any transfer or
assignment of Registrable Securities by a Holder of not less than 50,000 shares
of Registrable Securities (as presently constituted and subject to subsequent
adjustments for stock splits, stock dividends, reverse stock splits, and the
like), or to any transferee or assignee who is a constituent partner of a
Holder, the estate of such constituent partner, or an
-12-
entity affiliated with the Holder, provided that such transfer may otherwise be
effected in accordance with applicable securities laws and provided further,
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.
2.14 Market Standoff Agreement. Each Holder agrees, in connection
-------------------------
with the Company's initial public offering of the Company's securities, not to
sell, make any short sale of, loan, grant any option for the purchase of, or
otherwise dispose of any shares of capital stock of the Company, including, but
not limited to, the Shares and the Conversion Stock (other than those included
in the registration), without the prior written consent of the underwriters, for
one hundred eighty (180) days) from the effective date of such registration;
provided, that all of the officers, directors and stockholders of the Company,
other than Global Technology Investment Limited, who own or have the right to
acquire at least one percent (1%) of the capital stock of the Company also agree
to such restrictions. Each Holder further agrees that the Company may impose
stop transfer instructions in order to enforce the foregoing covenant.
2.15 Limitations on Subsequent Registration Rights. From and after
---------------------------------------------
the date of this Agreement, the Company shall not, without the prior written
consent of the Holders of a majority of the outstanding Registrable Securities,
enter into any agreement with any holder or prospective holder of any securities
of the Company which would allow such holder or prospective holder (a) to
include such securities in any registration filed under Section 2.5 hereof,
unless under the terms of such agreement, such holder or prospective holder may
include such securities in any such registration only to the extent that the
inclusion of his securities will not reduce the amount of the Registrable
Securities of the Holders which is included or (b) to make a demand registration
which could result in such registration statement being declared effective prior
to the earlier of either of the date set forth in Section 2.5(a).
2.16 Termination of Registration Rights. The rights granted under
----------------------------------
this Section 2 shall terminate on the earlier to occur of the following: (i) on
the fifth (5th) anniversary of the consummation of the initial underwritten
public offering of the Company's securities pursuant to a registration statement
filed under the Securities Act; or (ii) as to a particular Holder, when such
Holder is eligible to sell all of its Registrable Securities within any 90 day
period in reliance on Rule 144 under the Securities Act.
3. Investors' Right of First Refusal.
---------------------------------
3.1 Right of First Refusal Upon Issuances of Securities by the
----------------------------------------------------------
Company.
-------
(a) The Company hereby grants, on the terms set forth in this
Section 3.1, to each Investor who holds at least 20,000 shares of Conversion
Stock the right of first refusal to purchase all or any part of such Investor's
pro rata share of the New Securities (as defined in Section 3.1 (b)) which the
Company may, from time to time, propose to sell and issue. The Investors may
purchase said New Securities on the same terms and at the same price at which
the Company proposes to sell the New Securities. The pro rata share of each
Investor, for purposes of this right of
-13-
first refusal, is the ratio of the total number of shares of Common Stock held
by such Investor, including any shares of Common Stock into which shares of
Preferred Stock held by such Investor are convertible, to the total number of
shares of Common Stock outstanding immediately prior to the issuance of the New
Securities plus the number of shares of Common Stock issuable upon exercise or
conversion of all then outstanding securities exercisable for or convertible
into, directly or indirectly, Common Stock.
(b) "New Securities" shall mean any capital stock of the Company,
whether now authorized or not, and any rights, options or warrants to purchase
said capital stock, and securities of any type whatsoever that are, or may
become, convertible into said capital stock; provided that New Securities does
not include (i) the Shares or the Conversion Stock and shares of Series B
Preferred Stock purchased in a closing of the Purchase Agreement subsequent to
the date hereof, (ii) all shares of Common Stock issued to a holder of Class B
Common Stock of the Company in connection with the conversion by such holder of
any Series B Preferred Shares of Jutvision Canada, Inc. pursuant to Article Five
of the Certificate of Incorporation of the Company, (iii) all shares of capital
stock issued upon exercise or conversion of all currently outstanding securities
exercisable for or convertible into, capital stock of the Company, (iv)
securities offered pursuant to a registration statement filed under the
Securities Act, (v) securities issued pursuant to the acquisition of another
corporation by the Company by merger, purchase of substantially all of the
assets or other reorganization, (vi) all shares of Common Stock, including
warrants or options to purchase such shares of Common Stock issued, upon the
approval of the board of directors of the corporation, to employees, officers,
directors and consultants of the corporation pursuant to any plan or
arrangement, but, prior to February 28, 2000, not exceeding 525,000 shares of
Common Stock, including warrants or options to purchase such shares of Common
Stock (net of any repurchases of such shares or cancellation or expirations of
options), subject to adjustment for stock splits, stock dividends, subdivisions,
combinations, and the like; (vii) all securities issued to equipment lessors,
banks, financial institutions or similar entities in transactions approved by
the Board of Directors, the principle purpose of which is other than the raising
of capital; or (viii) all securities issued pursuant to any transactions
approved by the Board of Directors primarily for the purpose of (A) joint
ventures, technology licensing or research and development activities, (B)
distribution or manufacture of the corporation's products or services, or (C)
any other transactions involving corporate partners that are primarily for
purposes other than raising capital.
(c) In the event the Company proposes to undertake an issuance of
New Securities, it shall give to the Investors written notice (the "Notice") of
its intention, describing the type of New Securities, the price, the terms upon
which the Company proposes to issue the same, and a statement as to the number
of days from receipt of such Notice within which the Investors must respond to
such Notice. The Investors shall have thirty (30) days from the date of receipt
of the Notice to purchase any or all of the New Securities for the price and
upon the terms specified in the Notice by giving written notice to the Company
and stating therein the quantity of New Securities to be purchased and
forwarding payment for such New Securities to the Company if immediate payment
is required by such terms, or in any event no later than thirty (30) days after
the date of receipt of the Notice.
-14-
(d) In the event the Investors fail to exercise in full the right
of first refusal within said thirty (30) day period, the Company shall have
ninety (90) days thereafter to sell or enter into an agreement (pursuant to
which the sale of New Securities covered thereby shall be closed, if at all,
within thirty (30) days from date of said agreement) to sell the New Securities
respecting which the Investors' rights were not exercised, at a price and upon
general terms no more favorable to the Investors thereof than specified in the
Notice. In the event the Company has not sold the New Securities within said
ninety (90) day period (or sold and issued New Securities in accordance with the
foregoing within thirty (30) days from the date of said agreement), the Company
shall not thereafter issue or sell any New Securities without first offering
such securities to the Investors in the manner provided above.
(e) The right of first refusal granted under this Section 3.1
shall expire upon the earlier of (i) closing of the Company's initial
underwritten public offering pursuant to an effective registration statement
filed by the Company under the Securities Act or (ii) for each Investor, the
date on which such Investor no longer holds a minimum of 20,000 shares of
Conversion Stock or the number of Shares originally purchased, whichever is
less.
4. Affirmative Covenants of the Company and the Investors.
------------------------------------------------------
The Company hereby covenants and agrees as follows:
4.1 Financial Information. So long as an Investor continues to hold
---------------------
at least 50,000 shares of Conversion Stock, the Company will provide each
Investor with reports set forth below:
(a) As soon as practicable after the end of each fiscal year, and
in any event within 120 days thereafter, consolidated balance sheets of the
Company and its subsidiaries, if any, as of the end of such fiscal year, and
consolidated statements of income and consolidated statements of changes in
financial position of the Company and its subsidiaries, if any, for such year,
prepared in accordance with generally accepted accounting principles and setting
forth in each case in comparative form the figures for the previous fiscal year
(or, at the election of the Company, setting forth in comparative form the
budgeted figures for the fiscal year then reported), all in reasonable detail
and audited by independent public accountants of national standing selected by
the Company provided the Company's Board of Directors has selected such
accountants by the end of such fiscal year.
(b) As soon as practicable after the end of each quarter, and in
any event within thirty (30) days after each quarterly accounting period, an
unaudited quarterly report including a balance sheet, profit and loss statement
and cash flow analysis (prepared in accordance with generally accepted
accounting principles other than for accompanying notes and subject to changes
resulting from year-end audit adjustments), in reasonable detail.
(c) At such Holder's expense, the right to visit and inspect the
Company's properties, to examine its books of accounts and records and to
discuss the Company's affairs, finances and accounts with its officers, all at
such reasonable times may be requested by the Investor,
-15-
provided, however, that the Company shall not be obligated pursuant to this
Section 4.1(c) to provide access to any information which it reasonably
considers to be trade secret or similar confidential information.
4.2 Assignment of Rights to Financial Information. The rights granted
---------------------------------------------
pursuant to Section 4.1 may not be assigned or otherwise conveyed by any
Investor or by any subsequent transferee of any such rights without the prior
written consent of the Company; provided, however, that any Investor may assign
-------- -------
to any constituent partner of an Investor or an entity affiliated with an
Investor, other than a competitor of the Company, and after giving notice to the
Company, the rights granted pursuant to Section 4.1.
4.3 Confidentiality And Non-Disclosure.
----------------------------------
(a) Disclosure of Terms. The terms and conditions of this
-------------------
Agreement, the First Refusal and Co-Sale Agreement, and the Purchase Agreement
(collectively, the "Financing Agreements"), including their existence, shall be
considered confidential information and shall not be disclosed by any party
hereto to any third party except in accordance with the provisions set forth
below.
(b) Press Releases, Etc. Within sixty (60) days of the Closing,
-------------------
the Company may issue a press release in the form provided by Intel Corporation
("Intel") disclosing that the Series B Investors have invested in the Company;
provided that the release does not disclose any of the terms and conditions of
the Financing Agreements (the "Financing Terms") and the final form of the press
release is approved in advance in writing by a majority in interest of the
Series B Investors. No other announcement regarding any Series B Investor in a
press release, conference, advertisement, announcement, professional or trade
publication, mass marketing materials or otherwise to the general public may be
made without such Series B Investor's prior written consent.
(c) Permitted Disclosures. Notwithstanding the foregoing, (i)
---------------------
any party may disclose any of the Financing Terms to its current or bona fide
prospective investors, employees, investment bankers, lenders, accountants and
attorneys, in each case only where such persons or entities are under
appropriate nondisclosure obligations; (ii) any party may disclose (other than
in a press release or other public announcement described in subsection (b))
solely the fact that the Series B Investors are investors in the Company to any
third parties without the requirement for the consent of any other party or
nondisclosure obligations; and (iii) Intel may disclose its investment in the
Company and the Financing Terms to third parties or to the public at its sole
discretion and, if it does so, the other parties hereto shall have the right to
disclose to third parties any such information disclosed in a press release or
other public announcement by Intel.
(d) Legally Compelled Disclosure. In the event that any party is
----------------------------
requested or becomes legally compelled (including without limitation, pursuant
to securities laws and regulations) to disclose the existence of the Financing
Agreements or any of the Financing Terms hereof in a contravention of the
provisions of this Section 4.3, such party (the "Disclosing Party") shall
provide the other parties (the "Non-Disclosing Parties") with prompt written
notice of that fact so that the appropriate party may seek (with the cooperation
and reasonable efforts of the other
-16-
parties) a protective order, confidential treatment or other appropriate remedy.
In such event, the Disclosing Party shall furnish only that portion of the
information which is legally required and shall exercise reasonable efforts to
obtain reliable assurance that confidential treatment will be accorded such
information to the extent reasonably requested by any Non-Disclosing Party.
(e) Other Information. The provisions of this Section 4.3 shall
-----------------
be in addition to, and not in substitution for, the provisions of any separate
nondisclosure agreement executed by any of the parties hereto with respect to
the transactions contemplated hereby.
(f) All notices required under this section shall be made
pursuant to Section 5.5 of this Agreement.
4.4 Termination of Covenants. The covenants set forth in Section 4.1
------------------------
shall terminate and be of no further force or effect upon the closing of the
Company's initial underwritten public offering pursuant to an effective
registration statement filed by the Company under the Securities Act.
5. Miscellaneous.
-------------
5.1 Waivers and Amendments. Any term of this Agreement may be amended
----------------------
and the observance of any term of this Agreement may be waived (either generally
or in a particular instance and either retroactively or prospectively), only
with the written consent of the Company and the holders of a majority of the
Registrable Securities then outstanding. Notwithstanding anything herein to the
contrary, no amendment or waiver of Section 4.3 shall be effective without the
written consent of Intel. Notwithstanding the foregoing, additional Investors
who purchase Registrable Securities pursuant to Section 1.4 of the Purchase
Agreement may be added as parties to this Agreement without the consent of any
of the holders of Registrable Securities. Any amendment or waiver effected in
accordance with this paragraph shall be binding upon each holder of any
Registrable Securities then outstanding, each future holder of all such
Registrable Securities, and the Company.
5.2 Governing Law. This Agreement shall be governed in all respects
-------------
by the laws of the State of California as such laws are applied to agreements
between California residents entered into and to be performed entirely within
California.
5.3 Dispute Resolution. 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 both
parties, then each 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 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 party, meet within thirty (30) days after such
written notification for one day with an impartial mediator and 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
-17-
mediation, either party may begin litigation proceedings. This procedure shall
be a prerequisite before taking any additional action hereunder.
5.4 Successors and Assigns. Except as otherwise expressly provided
----------------------
herein, the provisions hereof shall inure to the benefit of, and be binding
upon, the successors, assigns, heirs, executors and administrators of the
parties hereto.
5.5 Entire Agreement. This Agreement constitutes the full and entire
----------------
understanding and agreement between the parties with regard to the subjects
hereof and thereof.
5.6 Notices. Except as may be otherwise provided herein, all notices,
-------
requests, waiver and other communications made pursuant to this Agreement shall
be in writing and addressed as set forth below and shall be conclusively deemed
to have been duly given (a) when hand delivered to the other party; (b) when
received when sent by facsimile; (c) three business days after deposit in the
U.S. mail with first class of certified mail receipt requested postage prepaid;
or (d) the next business day after deposit with a national overnight delivery
service, postage prepaid, with next business-day delivery guaranteed, provided
that the sending party receives a confirmation of delivery from the delivery
service provider. Each person making a communication hereunder by facsimile
shall promptly confirm by telephone to the person to whom such communication was
addressed each communication made by it by facsimile pursuant hereto but the
absence of such confirmation shall not affect the validity of any such
communication. Notwithstanding the foregoing, all notices and communications to
or from addresses outside the United States, shall be given by facsimile and
certified in writing sent by overnight or two-day national courier service. All
notices, requests, waivers and other communications made pursuant to the
Agreement shall be addressed (a) if to an Investor or Holder, at such Investor's
or Holder's address set forth in Schedule A, or at such other address as such
Investor or Holder shall have furnished the Company in writing, or (b) if to the
Company, at its address set forth on the signature page of this Agreement, or at
such other address as the Company shall have furnished to the Investors, Holders
and each such other Holder in writing.
5.7 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 this Agreement.
5.8 Subsequent Closings. In the event that the Company shall conduct
-------------------
subsequent sales of shares of Series B Preferred Stock pursuant to and in
accordance with the terms of Section 1.4 of the Purchase Agreement, any Investor
of such shares shall be deemed a Holder and an Investor with all of the rights
of a Holder and an Investor under this Agreement; provided that as a condition
thereto such Holder or Investor shall sign a counterpart signature page to this
Agreement.
5.9 Counterparts. This Agreement may be executed in any number of
------------
counterparts, each of which shall be an original, but all of which together
shall constitute one instrument.
[The Remainder of Page Intentionally Left Blank]
-18-
This Agreement is hereby executed as of the date first above written.
"COMPANY"
JUTVISION CORPORATION
A Delaware Corporation
By: ___________________________
Name: ___________________________
Title: ___________________________
Address:
000 Xxxxxxxxxx Xxxxxx
Xxxx Xxxx, Xxxxxxxxxx 00000
Facsimile: (000) 000-0000
Attention: Chief Financial Officer
Vice President, Business Development
JUTVISION CORPORATION
INVESTORS' RIGHTS AGREEMENT SIGNATURE PAGE
INVESTORS:
INFORMATION ASSOCIATES-II, L.P.
By: TRIDENT CAPITAL MANAGEMENT-II, L.L.C.,
its general partner
By:________________________________________
Name:______________________________________
Title:_____________________________________
IA-II AFFILIATES FUND, L.L.C.
By:________________________________________
Name:______________________________________
Title:_____________________________________
XXXXXX MEDIA AND INFORMATION TECHNOLOGY
FUND, L.P.
By:________________________________________
Name:______________________________________
Title:_____________________________________
INTEL CORPORATION
By:________________________________________
Name:______________________________________
Title:_____________________________________
JUTVISION CORPORATION
INVESTORS' RIGHTS AGREEMENT SIGNATURE PAGE
INVESTORS:
XXXX XXXXXXXX XXXXXXX
INVESTORS LLC
By:________________________________________
Name:______________________________________
Title:_____________________________________
DIGACOMM (JVN), L.L.C.
By:________________________________________
Name:______________________________________
Title:_____________________________________
___________________________________________
Xxxxxxx Xxxxxxxxxx
XXXXXX JAPAN PARTNERS, L.P.
By:________________________________________
Name:______________________________________
Title:_____________________________________
XXXXXX EDB PARTNERS, L.P.
By:________________________________________
Name:______________________________________
Title:_____________________________________
JUTVISION CORPORATION
INVESTORS' RIGHTS AGREEMENT SIGNATURE PAGE
INVESTORS:
XXXXXXX X. XXXXX, TRUSTEE OF THE JV
#1 TRUST
By:________________________________________
Name:______________________________________
Title:_____________________________________
XXXXXXXX NET SERVICES, INC.
By:________________________________________
Name:______________________________________
Title:_____________________________________
___________________________________________
Xxxxxx Xxxx Xxxxxx
SILICON VALLEY BANCSHARES
By:________________________________________
Name:______________________________________
Title:_____________________________________
___________________________________________
Xxxxxxx Xxxxxxxxx
JUTVISION CORPORATION
INVESTORS' RIGHTS AGREEMENT SIGNATURE PAGE
INVESTORS:
__________________________________________
Xxxxx X. Xxxxxxxx
__________________________________________
Xxxxxx Xxxxxx
JVC ASSOCIATES PARTNERSHIP
By:________________________________________
Name:______________________________________
Title:_____________________________________
WS INVESTMENT COMPANY 99A
By:________________________________________
Name:______________________________________
Title:_____________________________________
JUTVISION CORPORATION
INVESTORS' RIGHTS AGREEMENT SIGNATURE PAGE
Schedule A
----------
(To Jutvision Corporation Investors' Rights Agreement)
List of Investors
NAME AND ADDRESS
---------------------------------
Information Associates-II, L.P.
By: Trident Capital Management-II, L.L.C., its
general partner
0000 Xxxx Xxxx Xxxx
Xxxxx Xxxx, XX 00000
Attn: Xxxxx Xxxxxxx
000-000-0000
Fax: 000-000-0000
**Xxxxxx Media and Information
Technology
Fund, L.P.
000 Xxxxxxx Xxxxxx, 0/xx /Xxxxx
Xxx Xxxxxxxxx, XX 00000
Attn: Xxxxxx Xxxxxxxxx
Main: 000-000-0000
Fax: 000-000-0000
Intel Corporation
0000 Xxxxxxx Xxxxxxx Xxxx.
Xxxxx Xxxxx, XX 00000
Attn: Portfolio Manager SC4-210
000-000-0000
Fax: 000-000-0000 and
Copies to:
Intel Corporation
0000 Xxxxxxx Xxxxxxx Xxxx.
Xxxxx Xxxxx, XX 00000
Attn: General Counsel
Fax: 000-000-0000
Name and Address
--------------------------------------
Xxxx Xxxxxxxx Xxxxxxx Investors LLC
Xxxx Xxxxxxxx Plaza
60 South 6/th /Street
Xxxxxxxxxxx, XX 00000-0000
Attn: Xxxx Xxxxxx
000-000-0000
Fax: 000-000-0000
*DigaComm (JVN), L.L.C.
000 X. Xxxxxxxx Xxxxxx, Xxxxx 000
Xxxxxxx, XX 00000
Attn: Xxxxx Xxxxx
000-000-0000
Fax: 000-000-0000
*Xxxxxxx Xxxxxxxxxx
0000 XXX Xxxxxxx, Xxxxx 000
Xxxxxx, XX 00000
Work: 000-000-0000
Fax: 000-000-0000
IA-II Affiliates Fund, L.L.C.
0000 Xxxx Xxxx Xxxx
Xxxxx Xxxx, XX 00000
Attn: Xxxxx Xxxxxxx
000-000-0000
Fax: 000-000-0000
Xxxxxx Japan Partners, L.P.
000 Xxxxxxx Xxxxxx, 0/xx /Xxxxx
Xxx Xxxxxxxxx, XX 00000
Attn: Xxxxxx Xxxxxxxxx
Main: 000-000-0000
Fax: 000-000-0000
Xxxxxx EDB Partners, L.P.
000 Xxxxxxx Xxxxxx, 0/xx /Xxxxx
Xxx Xxxxxxxxx, XX 00000
Attn: Xxxxxx Xxxxxxxxx
Main: 000-000-0000
Fax: 000-000-0000
Name and Address
--------------------------------------
*Xxxxxxx X. Xxxxx, Trustee of the JV # 1 Trust
c/o Cohen, Berke, Xxxxxxxxx, Xxxxxx &
Kondell, P.A.
0000 Xxxxx Xxxxxxxx Xxxxx, 00/xx /Xxxxx
Xxxxx, XX 00000
Attn: Xxxx Xxxxxxxxx
000-000-0000
Fax: 000-000-0000
Xxxxxxxx Network Services
0000 Xxxxxxxxxxx Xx., Xxxxx X0
Xxxxxxxx, XX 00000
Attn: Xxxx Xxxxx & Xxxxx Xxxxxxxx
000-000-0000
Fax: 000-000-0000
Xxxxxx Xxxx Xxxxxx
000 Xxxx Xxxxxx
Xxx Xxxxxxxxx, XX 00000-0000
000-000-0000
Fax: 000-000-0000 or 000-000-0000 (office)
Silicon Valley Bancshares
0000 Xxxxxx Xxxxx, XX 000
Xxxxx Xxxxx, XX 00000
Attn: Xxxxxx Xxxxxx
000-000-0000
Fax: 000-000-0000
Xxxxxxx Xxxxxxxxx
0000 Xxxxxxxxx Xxxxx
Xxxxxx Xxxxxx, XX 00000
000-000-0000
Fax: 000-000-0000
Name and Address
-----------------------------------
Xxxxx X. Xxxxxxxx
c/o Mintz, Levin, Cohn, Ferris, Glovsky and
Popeo
Xxx Xxxxxxxxx Xxxxxx
Xxxxxx, XX 00000
000-000-0000
Fax: 000-000-0000
Xxxxxx Xxxxxx
c/o Mintz, Levin, Cohn, Ferris, Glovsky and
Popeo
Xxx Xxxxxxxxx Xxxxxx
Xxxxxx, XX 00000
000-000-0000
Fax: 000-000-0000
JVC Associates Partnership
c/o Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx
000 Xxxx Xxxx Xxxx
Xxxx Xxxx, XX 00000
Attn: Xxxx X. Xxxxx
000-000-0000
Fax: 000-000-0000
WS Investment Company 99A
Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx
000 Xxxx Xxxx Xxxx
Xxxx Xxxx, XX 00000
Attn: Xxx Xxxxxxxxx
000-000-0000
Fax: 000-000-0000
