Exhibit 4.2
FIRST AMENDMENT TO
FIRST AMENDED AND RESTATED
FOUNDING SHAREHOLDERS AGREEMENT
Agreement made this 17 day of December, 1999 by and between Xxxxx X. Xxxxxx
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("Xxxxxx"), Xxxx X.X. Xxxxxxx ("Xxxxxxx"), Xxxxx X. Xxxxxxx ("Xxxxxxx") and
Embedded Support Tools Corporation ("Company").
Reference is made to the First Amended and Restated Founding Shareholders
Agreement dated July 1, 1999 (the "First Restated Agreement").
WHEREAS, the individual parties (the "Founders") and the Company desire to
make certain changes in the First Restated Agreement with a view to facilitating
the Company's completion of possible equity financing or merger transactions in
the future;
WHEREAS, the parties deem such changes and the other agreements set forth
herein to be in each of their and the Company's mutual best interests;
NOW, THEREFORE, in consideration of the mutual covenants and conditions set
forth herein and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereby agree as
follows:
1. For the six months period beginning with the date of this agreement,
each of the Founders:
(a) hereby waives and agrees not to exercise his rights, as more fully
set forth in Section 1.3 of the First Restated Agreement, to participate in
the issuance by the Company of any capital stock or any rights to acquire
capital stock of the Company;
(b) hereby waives and agrees not to exercise his rights, as more fully
set forth in Section 11 of the First Restated Agreement, to obtain loans
from the Company provided that this shall not have effect upon any loans
which a Founder presently has outstanding from the Company pursuant to the
First Restated Agreement;
(c) hereby waives and agrees not to exercise his rights, as more fully
set forth in Section 10 of the First Restated Agreement, to sell shares of
his Common Stock to the Company
2. The parties agrees that section 19 of the First Restated Agreement,
providing for each Founder to vote, under certain circumstances, for the
election of each of the others as a director of the Company, be terminated and
of no force and effect.
3. Except as set forth above, the First Restated Agreement shall remain
in full force and effect.
IN WITNESS WHEREOF, the parties have executed this agreement under seal on
the date first above written.
EMBEDDED SUPPORT TOOLS CORPORATION, a
Massachusetts corporation
By: /s/ Xxxxx Xxxxxx
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Xxxxx X. Xxxxxx, President
By: /s/ Xxxxx Xxxxxx
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Xxxxx X. Xxxxxx, Individually
By: /s/ Xxxxx X. Xxxxxxx
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Xxxxx X. Xxxxxxx, Individually
By: /s/ Xxxx X.X. Xxxxxxx
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Xxxx X.X. Xxxxxxx, Individually
