REGISTRATION RIGHTS AGREEMENT
This Registration Rights Agreement (the "Agreement") is entered into as of
December 18, 2000, by and among inSilicon Corporation, a Delaware corporation
(the "Parent"), the Class A shareholders of Xentec Inc., a corporation governed
under the laws of Canada (the "Company"), as listed on Annex A (the "Class A
Shareholders") and the Class B shareholders of the Company, as listed on Annex B
(the "Class B Shareholders" and, together with the Class A Shareholders, the
"Shareholders").
RECITALS
Parent, the Company, the Shareholders, inSilicon Canada Ltd., a
corporation governed under the laws of Canada and an indirect subsidiary of
Parent ("Exchangeco") and certain other parties have entered into a Share
Purchase Agreement of even date herewith (the "Purchase Agreement") pursuant to
which each of the Class A Shareholders will exchange its shares in the Company
for exchangeable shares of Exchangeco (the "Exchangeable Shares") and cash, and
each of the Class B Shareholders will exchange its shares in the Company for
Exchangeable Shares. The Exchangeable Shares are exchangeable on a one-to-one
basis for shares of the Parent's common stock (the "Parent Stock").
As a condition to the execution and delivery of the Purchase Agreement,
the Shareholders desire to obtain and the Parent has agreed to grant certain
registration rights to the Shareholders with respect to the Parent Stock
underlying the Exchangeable Shares.
AGREEMENT
In consideration of the mutual promises and covenants set forth in this
Agreement, the parties agree as follows:
Section 1. Registration Rights.
1.1 Definitions. As used in this Agreement:
(a) The terms "register," "registered," and "registration"
refer to a registration effected by preparing and filing a registration
statement in compliance with the Securities Act of 1933, as amended (the
"Securities Act"), and the subsequent declaration or ordering of the
effectiveness of such registration statement;
(b) The term "Registrable Securities" means:
(i) Parent Stock issueable or issued upon exchange of
the Exchangeable Shares; and
(ii) any other shares of Parent Stock issued as (or
issuable upon the conversion or exercise of any warrant, right or other security
which is issued as) a dividend or other distribution with respect to, or in
exchange for or in replacement of, such Parent Stock issued or issuable upon
exchange of the Exchangeable Shares, excluding in all cases, however, any
Registrable Securities sold by a person in a transaction in which his or her
rights under this Agreement are not assigned; provided, however, that Parent
Stock or other securities shall only be treated as Registrable Securities if and
so long as they have not been (A) sold to or through a broker or dealer or
underwriter in a public distribution or a public securities transaction, or (B)
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;
(c) The number of shares of "Registrable Securities then
outstanding" shall mean the number of shares of Parent Stock outstanding which
are, and the number of shares of Parent Stock issuable pursuant to the then
exercisable or convertible securities which are, Registrable Securities; and
(d) The term "Holder" means any holder of outstanding
Registrable Securities who, subject to the limitations set forth in Section 1.9
below, acquired such Registrable Securities in a transaction or series of
transactions not involving any registered public offering.
1.2 Shelf Registration. Parent shall prepare and file with the
Securities and Exchange Commission ("SEC"), on or prior to 10 months after the
closing of the transactions contemplated by Purchase Agreement (the "Closing
Date"), a registration statement on Form S-1 or Form S-3 for an offering to be
made on a continuous basis pursuant to Rule 415 of the Securities Act (a "Shelf
Registration") to register the sale or transfer of the Parent Stock to be issued
upon the exchange of the Exchangeable Shares. Parent shall use its best efforts
to cause the Shelf Registration to be declared effective under the Securities
Act before the first anniversary of the Closing Date, and shall use its
reasonable commercial efforts to keep the Shelf Registration effective until the
earlier of (i) six years from the anniversary date, (ii) if legislation is
approved in Canada permitting Canadian residents to receive shares of Parent on
a tax deferred basis with the same tax effect to the Shareholders as with the
Exchangeable Shares, thirteen months from the date on which the Exchangeable
Shares become eligible to be exchanged for Parent Stock on the new tax-deferred
basis, and (iii) the date when all of the Registrable Securities have been sold
or may be sold pursuant to Rule 144(k) of the Securities Act. If Parent is
eligible under the Securities Act to file a registration statement on Form S-3,
it shall do so, and each Shareholder shall be permitted to sell or transfer the
Registrable Securities registered under the registration statement beginning on
the date two days after receipt by the Shareholder's Representative (as defined
in the Purchase Agreement) of a notice from Parent, which notice shall be
promptly provided, of the filing by Parent of (i) a quarterly report on Form
10-Q or (ii) an annual report on Form 10-K and ending on the close of business
10 business days after such receipt. If, however, Parent is required to file a
registration statement on Form S-1, then each
-2-
Shareholder shall be permitted to sell or transfer the Registrable Securities
registered under the registration statement beginning on the date of receipt by
the Shareholder's Representative of a notice from Parent, which notice shall be
promptly provided, that the post-effective amendment to the Form S-1 relating to
the most recent quarterly or annual financial information has been declared
effective by the SEC and ending on the close of business ten (10) business days
after such receipt provided however, that in no event shall any Holder be
permitted to sell or transfer pursuant to the registration statement after the
last ten business days of Parent's fiscal quarter. Parent shall use commercially
reasonable efforts to comply with the eligibility requirements of Form S-3.
Parent shall advise the Shareholder's Representative of the filing of the Form
S-1 or Form S-3 and will promptly answer questions of the Shareholder's
Representative about the timing and status of such filing. Parent Stock sold or
transferred pursuant to the Shelf Registration will be unrestricted. For greater
certainty, this section only limits a Holder's rights to sell or transfer Parent
Stock pursuant to a registration statement filed pursuant to the requirements of
this section 1.2 but does not in any way restrict a Holder's rights to sell or
transfer the Holder's Parent Stock at any time other than pursuant to a
registration statement filed pursuant to this section.
1.3 Piggy-Back Registration. If (but without any obligation to do
so) Parent proposes to register any Parent Stock under the Securities Act in
connection with the public offering of such securities solely for cash (other
than a registration relating solely to the sale of securities to participants in
a Parent stock plan or a transaction covered by Rule 145 under the Securities
Act, a registration in which the only stock being registered is common stock
issuable upon conversion of debt securities which are also being registered, a
demand registration with respect to securities held by Phoenix Technologies Ltd.
("Phoenix"), or any registration on any form which does not include
substantially the same information as would be required to be included in a
registration statement covering the sale of the Registrable Securities), Parent
shall, at such time, promptly give each Class A Shareholder written notice of
such registration. Upon the written request of each Class A Shareholder given
within fifteen (15) days after mailing of such notice by Parent in accordance
with Section 2.6, Parent shall, subject to the provisions of Section 1.4, cause
to be registered under the Securities Act all of the Registrable Securities that
each such Class A Shareholder has requested to be registered; provided, however,
that Parent shall be under no obligation to register pursuant to this Section
1.3, at any one time or over the term of this Agreement, more than 25% of the
Registrable Securities held by any Class A Shareholder.
1.4 Underwriting Requirements. In connection with any offering
involving an underwriting of shares of Parent's capital stock, Parent shall not
be required under Section 1.3 to include any of the Holders' securities in such
underwriting unless they accept the terms of the underwriting as agreed upon
between Parent and the underwriters selected by it (or by other persons entitled
to select the underwriters), and then only in such quantity as the underwriters
determine in their sole discretion will not jeopardize the success of the
offering by Parent. If the total amount of securities, including Registrable
Securities, requested by stockholders to be included in such
-3-
offering exceeds the amount of securities sold other than by Parent that the
underwriters determine in their sole discretion is compatible with the success
of the offering, then Parent shall be required to include in the offering only
that number of such securities, including Registrable Securities, which the
underwriters determine in their sole discretion will not jeopardize the success
of the offering, subject to the rights of Phoenix under the Registration Rights
Agreement between Phoenix and Parent dated November 30, 1999. In connection with
any agreement executed by the Holders with respect to such offering, the Holders
shall not be required to make any representations or warranties, or provide any
indemnities, on behalf of or in respect of Parent.
1.5 Obligations of Parent. Whenever required under this Section 1 to
effect the registration of any Registrable Securities, Parent shall, as
expeditiously as reasonably possible:
(a) Prepare and file with the SEC a registration statement
with respect to such Registrable Securities and use its best efforts to cause
such registration statement to become effective, and, upon the request of the
Holders of a majority of the Registrable Securities registered thereunder, keep
such registration statement effective for up to 180 days. Except as set forth in
Section 1.2, Parent shall not be required to file, cause to become effective or
maintain the effectiveness of any registration statement that contemplates a
distribution of securities on a delayed or continuous basis pursuant to Rule 415
under the Securities Act;
(b) Prepare and file with the SEC 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;
(c) Furnish to the Holders such numbers of copies of a
prospectus, including a preliminary prospectus, in conformity with the
requirements of the Securities Act, and such other documents as they may
reasonably request in order to facilitate the disposition of Registrable
Securities owned by them;
(d) Cause all such Registrable Securities registered pursuant
hereunder to be listed on each securities exchange on which similar securities
issued by Parent are then listed;
(e) As promptly as practicable, notify the Holders in writing
(i) at any time when a prospectus relating to a registration pursuant to
Sections 1.2 or 1.3 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 any material fact required to be stated therein
or necessary to make the statements therein, in light of the circumstances under
which they were made, not misleading and (ii) of any request by the SEC or any
other regulatory body or other body having jurisdiction for any amendment of
-4-
or supplement to any registration statement or other document relating to such
offering, and in either such case, at the request of the Holders prepare and
furnish to the Holders 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, in light of the circumstances under which they are made, not
misleading;
(f) Otherwise use its best efforts to comply with all
applicable rules and regulations of the SEC, and make available to its security
holders to the extent not already provided, as soon as reasonably practicable,
but not later than eighteen (18) months after the effective date of the
registration statement, an earnings statement covering the period of at least
twelve (12) months beginning with the first full month after the effective date
of such registration statement, which earnings statements shall satisfy the
provisions of Section 11(a) of the Securities Act;
(g) In connection with the preparation and filing of each
registration statement registering Registrable Securities under the Securities
Act pursuant to Section 1, Parent shall give the Holders of such Registrable
Securities and the underwriters, if any, and their respective counsel and
accountants, such reasonable and customary access to its books and records and
such opportunities to discuss the business of Parent with its officers and the
independent public accountants who have certified the financial statements of
Parent as shall be necessary, in the opinion of such Holders and such
underwriters or their respective counsel, to conduct a reasonable investigation
within the meaning of the Securities Act; and
(h) use its best efforts to register or qualify all
Registrable Securities covered by such registration statement under the
securities or blue sky laws of such U.S. jurisdictions as the Holders of such
Registrable Securities or any underwriter to such Registrable Securities shall
request, and use its best efforts to obtain all appropriate registrations,
permits and consents in connection therewith, and do any and all other acts and
things which may be necessary or advisable to enable the Holders of Registrable
Securities or any such underwriter to consummate the disposition in such
jurisdictions of its Registrable Securities covered by such registration
statement; provided, that Parent shall not for any such purpose be required to
qualify generally to do business as a foreign corporation in any such
jurisdiction wherein it is not so qualified or to consent to general service of
process in any such jurisdiction.
1.6 Furnish Information. It shall be a condition precedent to the
obligations of Parent to take any action pursuant to this Section 1 with respect
to the Registrable Securities of any selling Holder that such Holder shall
furnish to Parent such information regarding itself, the Registrable Securities
held by it, and the intended method of disposition of such securities as shall
be required to effect the registration of such Holder's Registrable Securities.
-5-
1.7 Indemnification. In the event any Registrable Securities are
included in a registration statement under this Section 1:
(a) To the extent permitted by law, Parent will indemnify and
hold harmless each Holder and each person, if any, who controls such Holder
within the meaning of the Securities Act or the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), against any losses, claims, damages, or
liabilities (joint or several) to which any of the foregoing persons may become
subject, under the Securities Act, the Exchange Act or other federal or state
law, insofar as such losses, claims, damages, or liabilities (or actions in
respect thereof) arise out of or are based upon any of the following statements,
omissions or violations (collectively a "Violation"): (i) any untrue statement
or alleged untrue statement of a material fact contained in such registration
statement, including any final prospectus contained therein or any amendments or
supplements thereto, (ii) the omission or alleged omission to state therein a
material fact required to be stated therein, or necessary to make the statements
therein not misleading, or (iii) any violation or alleged violation by Parent of
the Securities Act, the Exchange Act, any state securities law or any rule or
regulation promulgated under the Securities Act, the Exchange Act or any state
securities law; and Parent will pay, as incurred, any legal or other expenses
reasonably incurred by any person intended to be indemnified pursuant to this
subsection 1.7(a), in connection with investigating or defending any such loss,
claim, damage, liability, or action; provided, however, that the indemnity
agreement contained in this subsection 1.7(a) shall not apply to amounts paid in
settlement of any such loss, claim, damage, liability, or action if such
settlement is effected without the consent of Parent, which consent shall not be
unreasonably withheld, nor shall Parent be liable in any such case for any such
loss, claim, damage, liability, or action to the extent that it arises out of or
is based upon a Violation which occurs in reliance upon and in conformity with
written information furnished expressly for use in connection with such
registration by such Holder or controlling person;
(b) To the extent permitted by law, each selling Holder will
indemnify and hold harmless Parent, each of its directors, each of its officers
who has signed the registration statement, each person, if any, who controls
Parent within the meaning of the Securities Act or the Exchange Act, any other
Holder selling securities in such registration statement and any controlling
person of any such other Holder, against any losses, claims, damages, or
liabilities (joint or several) to which any of the foregoing persons may become
subject, under the Securities Act, the Exchange Act or other federal or state
law, insofar as such losses, claims, damages, or liabilities (or actions in
respect thereof) arise out of or are based upon any Violation, in each case to
the extent (and only to the extent) that such Violation occurs in reliance upon
and in conformity with written information furnished by such Holder expressly
for use in connection with such registration; and each such Holder will pay, as
incurred, any legal or other expenses reasonably incurred by any person intended
to be indemnified pursuant to this subsection 1.7(b), in connection with
investigating or defending any such loss, claim, damage, liability, or action;
provided, however, that the indemnity agreement contained in this subsection
1.7(b) shall not apply to amounts paid in settlement of any such loss, claim,
damage, liability or action if such settlement is effected without the consent
of the
-6-
Holder, which consent shall not be unreasonably withheld; provided that in no
event shall any indemnity under this subsection 1.7(b) exceed the gross proceeds
from the offering received by such Holder;
(c) Promptly after receipt by an indemnified party under this
Section 1.7 of notice of the commencement of any action (including any
governmental action), such indemnified party will, if a claim in respect thereof
is to be made against any indemnifying party under this Section 1.7, deliver to
the indemnifying party a written notice of the commencement thereof and the
indemnifying party shall have the right to participate in, and, to the extent
the indemnifying party so desires, jointly with any other indemnifying party
similarly noticed, to assume the defense thereof with counsel mutually
satisfactory to the parties; provided, however, that an indemnified party shall
have the right to retain its own counsel, with the fees and expenses to be paid
by the indemnifying party, if representation of such indemnified party by the
counsel retained by the indemnifying party would be inappropriate due to actual
or potential differing interests between such indemnified party and any other
party represented by such counsel in such proceeding; provided further, however,
that the mere fact of indemnity alone shall not be a sufficient differing
interest. The failure to deliver written notice to the indemnifying party within
a reasonable time of the commencement of any such action, if prejudicial to its
ability to defend such action, shall relieve such indemnifying party of any
liability to the indemnified party under this Section 1.7, but the omission so
to deliver written notice to the indemnifying party will not relieve it of any
liability that it may have to any indemnified party otherwise than under this
Section 1.7;
(d) If the indemnification provided in this Section 1.7 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
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; and
(e) The obligations of Parent and Holders under this Section
1.7 shall survive the completion of any offering of Registrable Securities in a
registration statement under this Section 1, and otherwise.
1.8 Reports Under Securities Exchange Act of 1934. With a view to
making available to the Holders the benefits of Rule 144 promulgated under the
-7-
Securities Act ("Rule 144") and any other rule or regulation of the SEC that may
at any time permit a Holder to sell securities of Parent to the public without
registration, Parent agrees to use its best efforts to:
(a) make and keep public information available, as those terms
are understood and defined in Rule 144, at all times;
(b) file with the SEC in a timely manner all reports and other
documents required of Parent under the Securities Act and the Exchange Act; and
(c) furnish to any Holder, so long as the Holder owns any
Registrable Securities, forthwith upon request (i) a written statement by Parent
that it has complied with the reporting requirements of Rule 144, the Securities
Act and the Exchange Act, (ii) a copy of the most recent annual or quarterly
report of Parent and such other reports and documents so filed by Parent, and
(iii) such other information as may be reasonably requested in availing any
Holder of any rule or regulation of the SEC which permits the selling of any
such securities without registration.
1.9 Assignment of Registration Rights. The rights to cause Parent to
register Registrable Securities pursuant to this Section 1 may not be assigned
by a Holder to a transferee or assignee. The foregoing assignment restrictions
shall not apply, however, to transfers by a Holder to any wholly-owned
subsidiary or constituent stockholders (if a corporation), partner of the Holder
(if a partnership), or any spouse, son or daughter of the Holder (if an
individual), or to trustees of a trust the beneficiaries of which include the
Holder and any spouse, son or daughter of the Holder, provided that all such
transferees or assignees agree in writing to appoint a single representative as
their attorney in fact for the purpose of receiving any notices and exercising
their rights under this Section 1.
1.10 Termination of Registration Rights. The rights set forth in
Section 1.3 under this Section 1 shall terminate upon the earlier of (a) two
years following the date of this Agreement, or (b) with respect to any Holder,
at such time as such Holder may sell all of such Holder's Registrable Securities
in any one three month period pursuant to Rule 144, Rule 145 or such successor
rules as may be adopted.
1.11 Expenses. Parent shall pay all fees and expenses incident to
Parent's performance or compliance with this Agreement; provided, however, that
the Holders participating in any registration pursuant to this Agreement shall
be responsible for the payment of all underwriting discounts and commissions
attributable to the Registrable Securities sold by such Holders; and provided
further, that Parent shall not be responsible for the payment of any fees or
disbursement of more than one counsel to the Holders participating in any
registration pursuant to this Agreement.
-8-
Section 2. Miscellaneous.
2.1 Amendments and Waivers. Any term of this Agreement may be
amended or waived with the written consent of Parent and the Holders of at least
a majority of the outstanding Registrable Securities. Any amendment or waiver
effected in accordance with this Section 2.1 shall be binding upon the parties
and their respective successors and assigns. In addition, Parent may waive
performance of any obligation owing to it, as to some or all of the Holders of
Registrable Securities, or agree to accept alternatives to such performance,
without obtaining the consent of any Holder of Registrable Securities. Each
Holder acknowledges that by the operation of Section 2.1 hereof, the holders of
a majority of the outstanding Registrable Securities, acting in conjunction with
Parent, will have the right and power to diminish or eliminate all rights
pursuant to this Agreement.
2.2 Successors and Assigns. Subject to the provisions of Section
1.9, the terms and conditions of this Agreement shall inure to the benefit of
and be binding upon the respective successors and assigns of the parties.
Nothing in this Agreement, express or implied, is intended to confer upon any
party other than the parties hereto or their respective successors and assigns
any rights, remedies, obligations, or liabilities under or by reason of this
Agreement, except as expressly provided in this Agreement.
2.3 Governing Law; Jurisdiction. This Agreement and all acts and
transactions pursuant hereto and the rights and obligations of the parties
hereto shall be governed, construed and interpreted in accordance with the laws
of the State of California, without giving effect to principles of conflicts of
law. Each of the parties to this Agreement consents to the non-exclusive
jurisdiction of the state and federal courts of San Francisco County, California
and the courts of Ontario.
2.4 Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original and all of which
together shall constitute one instrument.
2.5 Titles and Subtitles. The titles and subtitles used in this
Agreement are used for convenience only and are not to be considered in
construing or interpreting this Agreement.
2.6 Notices. Any notice required or permitted by this Agreement
shall be in writing and shall be deemed sufficient upon receipt, when delivered
personally or by courier, overnight delivery service or confirmed facsimile, or
forty-eight (48) hours after being deposited in the regular mail as certified or
registered mail (airmail if sent internationally) with postage prepaid, if such
notice is addressed to the party to be notified at such party's address or
facsimile number as set forth on the signature pages hereto, or as subsequently
modified by written notice, and if to Parent, with a copy to: Xxxx Xxxxxxxxxx,
Esq., Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLP, 000 Xxxxxxx Xxxxxx, Xxx Xxxxxxxxx, XX
00000 (fax: 000-000-0000).
-9-
2.7 Severability. If one or more provisions of this Agreement are
held to be unenforceable under applicable law, the parties agree to renegotiate
such provision in good faith, in order to maintain the economic position enjoyed
by each party as close as possible to that under the provision rendered
unenforceable. In the event that the parties cannot reach a mutually agreeable
and enforceable replacement for such provision, then (i) such provision shall be
excluded from this Agreement, (ii) the balance of the Agreement shall be
interpreted as if such provision were so excluded and (iii) the balance of the
Agreement shall be enforceable in accordance with its terms.
2.8 Entire Agreement. This Agreement is the product of all of the
parties hereto, and constitutes the entire agreement between such parties
pertaining to the subject matter hereof, and merges all prior negotiations and
drafts of the parties with regard to the transactions contemplated herein. Any
and all other written or oral agreements existing between the parties hereto
regarding such transactions are expressly canceled.
2.9 Advice of Legal Counsel. Each party acknowledges and represents
that, in executing this Agreement, it has had the opportunity to seek advice as
to its legal rights from legal counsel and that the person signing on its behalf
has read and understood all of the terms and provisions of this Agreement. This
Agreement shall not be construed against any party by reason of the drafting or
preparation thereof.
2.10 Rights of Holders. Each holder of Registrable Securities shall
have the absolute right to exercise or refrain from exercising any right or
rights that such holder may have by reason of this Agreement, including, without
limitation, the right to consent to the waiver or modification of any obligation
under this Agreement, and such holder shall not incur any liability to any other
holder of any securities of Parent as a result of exercising or refraining from
exercising any such right or rights.
2.11 Delays or Omissions. No delay or omission to exercise any
right, power or remedy accruing to any party to this Agreement, upon any breach
or default of the other party, shall impair any such right, power or remedy of
such non-breaching party 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 theretofore or
thereafter occurring. Any waiver, permit, consent or approval of any kind or
character on the part of any party of any breach or default under this
Agreement, or any waiver on the part of any party 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.
2.12 Third Parties. Nothing in this Agreement, express or implied,
is intended to confer upon any party, other than the parties hereto, and their
respective successors and assigns, any rights, remedies, obligations or
liabilities under or by reason of this Agreement, except as expressly provided
herein.
-10-
2.13 Effective Date. This Agreement shall become effective upon the
Closing Date.
[Signature Page Follows]
-11-
IN WITNESS WHEREOF, the parties have executed this Agreement as of
the date first above written.
PARENT:
INSILICON CORPORATION
By: /s/ Xxxxx X. Xxxxxxxx
-------------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: President and Chief Executive Officer
Address: 000 X. Xxxxxxxx Xxxxx
Xxx Xxxx, XX 00000
Facsimile Number: (000) 000-0000
CLASS A SHAREHOLDERS:
SIGNED, SEALED & DELIVERED
In the presence of:
/s/ Xxxxxx Xxxxxx /s/ Xerxes Wania
-------------------------------- ------------------------------------
Witness Xerxes Wania
Address:_________________________
SIGNED, SEALED & DELIVERED _________________________
In the presence of: Facsimile Number:________________
/s/ Xxxxxx Xxxxxx /s/ Xxxxxx Xxxxx
-------------------------------- ------------------------------------
Witness Xxxxxx Xxxxx
Address:_________________________
_________________________
Facsimile Number:________________
SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT
SIGNED, SEALED & DELIVERED
In the presence of:
/s/ Xxxxxx Xxxxxx /s/ Xxxxx Xxxxxx
-------------------------------- ------------------------------------
Witness Xxxxx Xxxxxx
Address:_________________________
SIGNED, SEALED & DELIVERED _________________________
In the presence of: Facsimile Number:________________
/s/ Xxxxx Xxxxxx /s/ Xxxxxx Xxxxxx
-------------------------------- ------------------------------------
Witness Xxxxxx Xxxxxx
Address:_________________________
SIGNED, SEALED & DELIVERED _________________________
In the presence of: Facsimile Number:________________
/s/ Xxxxxx Xxxxx /s/ Xxxxxx Xxxxx
-------------------------------- ------------------------------------
Witness Xxxxxx Xxxxx
Address:_________________________
_________________________
Facsimile Number:________________
3794091 Canada Inc.
/s/ Xxxxxx Xxxxx
------------------------------------
Name: Xxxxxx Xxxxx
Title: __________________________
Address:_________________________
_________________________
Facsimile Number:________________
SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT
CLASS B SHAREHOLDERS:
SIGNED, SEALED & DELIVERED
In the presence of:
/s/ Xxxxxx Xxxxxx /s/ Xxxxxxx Xxxx
------------------------------------ ----------------------------------------
Witness Xxxxxxx Xxxx
Address:________________________________
SIGNED, SEALED & DELIVERED ________________________________________
In the presence of: Facsimile Number:_______________________
/s/ Xxxxxx Xxxxxx /s/ Xxxxxxx Xxxxx
------------------------------------ ----------------------------------------
Witness Xxxxxxx Xxxxx
Address:________________________________
SIGNED, SEALED & DELIVERED ________________________________________
In the presence of: Facsimile Number:_______________________
/s/ Xxxxxx Xxxxxx /s/ Xxxxxx Xxxxxxx
------------------------------------ ----------------------------------------
Witness Xxxxxx Xxxxxxx
Address:________________________________
SIGNED, SEALED & DELIVERED ________________________________________
In the presence of: Facsimile Number:_______________________
/s/ Xxxxxx Xxxxxx /s/ Xxxxx Xxxx
------------------------------------ ----------------------------------------
Witness Xxxxx Xxxxxxxx Xxxx
Address:________________________________
________________________________________
Facsimile Number:_______________________
SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT
SIGNED, SEALED & DELIVERED
In the presence of:
/s/ Xxxxxx Xxxxxx /s/ Xxxxx Xxxxx
------------------------------------ ----------------------------------------
Witness Xxxxx Xxxxx
Address:________________________________
SIGNED, SEALED & DELIVERED ________________________________________
In the presence of: Facsimile Number:_______________________
/s/ Xxxxxx Xxxxxx /s/ Xxxxx Xxxx
------------------------------------ ----------------------------------------
Witness Xxxxx Xxxx
Address:________________________________
SIGNED, SEALED & DELIVERED ________________________________________
In the presence of: Facsimile Number:_______________________
/s/ Xxxxxx Xxxxxx /s/ Xxxxxxx Xxx
------------------------------------ ----------------------------------------
Witness Xxxxxxx Xxx
Address:________________________________
SIGNED, SEALED & DELIVERED ________________________________________
In the presence of: Facsimile Number:_______________________
/s/ illegible /s/ Xxxxxx Xxxxxx
------------------------------------ ----------------------------------------
Witness Xxxxxx Xxxxxx
Address:________________________________
________________________________________
Facsimile Number:_______________________
SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT
SIGNED, SEALED & DELIVERED
In the presence of:
/s/ Xxxxxx Xxxxxx /s/ Xxxxxxxxx Xxx
---------------------------------- ----------------------------------------
Witness Xxxxxxxxx Xxx
Address:________________________________
SIGNED, SEALED & DELIVERED ________________________________________
In the presence of: Facsimile Number:_______________________
/s/ illegible /s/ Xxxx Xxxxxxx
---------------------------------- ----------------------------------------
Witness Xxxx Xxxxxxx
Address:________________________________
SIGNED, SEALED & DELIVERED ________________________________________
In the presence of: Facsimile Number:_______________________
/s/ Xxxxxx Xxxxxx /s/ Xxxxx Xxx
---------------------------------- ----------------------------------------
Witness Xxxxx Xxx
Address:________________________________
SIGNED, SEALED & DELIVERED ________________________________________
In the presence of: Facsimile Number:_______________________
/s/ Xxxxxx Xxxxxx /s/ Xxxxx Xxxxxx
---------------------------------- ----------------------------------------
Witness Xxxxx Birdie
Address:________________________________
________________________________________
Facsimile Number:_______________________
SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT
SIGNED, SEALED & DELIVERED
In the presence of:
/s/ Xxxxxx Xxxxxx /s/ Xxxxx Xxxxxx
---------------------------------- ----------------------------------------
Witness Xxxxx Xxxxxx
Address:________________________________
SIGNED, SEALED & DELIVERED ________________________________________
In the presence of: Facsimile Number:_______________________
/s/ Xxxxxx Xxxxxx /s/ Maxim Smirov
---------------------------------- ----------------------------------------
Witness Maxim Smirnov
Address:________________________________
SIGNED, SEALED & DELIVERED ________________________________________
In the presence of: Facsimile Number:_______________________
/s/ Xxxxxx Xxxxxx /s/ Xxxxxxx Xx
---------------------------------- ----------------------------------------
Witness Xxxxxxx Xx
Address:________________________________
________________________________________
Facsimile Number:_______________________
SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT
ANNEX A
CLASS A SHAREHOLDERS
Xerxes Wania
Xxxxxx Xxxxx
Xxxxx Xxxxxx
Xxxxxx Xxxxxx
Xxxxxx Xxxxx
3794091 Canada Inc.
ANNEX B
CLASS B SHAREHOLDERS
Xxxx Xxxxxxx
Xxxxxxx Xxxx
Changqing Xxx
Xxxxx Birdie
Xxxxxxx Xxxxx
Xxxxxxx Xxx
Xxxxx Xxxxxx
Xxxxxx Xxxxxxx
Xxxxx Xxxxxxx
Xxxxxxx Xx
Xxxxx Xxxx
Xxxxxx Xxxxxx
Xxxxx Xxx
Xxxxx Xxxx
Xxxxx Xxxxx
