EXHIBIT 10.21
FIRST AMENDMENT
TO
COMPANY RIGHTS AGREEMENT
This First Amendment to Company Rights Agreement ("First Amendment") is
entered into as of November 4, 1996, by and between STREAMLOGIC CORPORATION, a
Delaware corporation ("StreamLogic") and FWB SOFTWARE, LLC., a California
limited liability company ("FWB").
RECITALS
--------
StreamLogic and FWB are parties to that certain Company Rights Agreement
dated as of July 1, 1996 (the "Company Rights Agreement"). Capitalized terms
used in this First Amendment and not otherwise defined shall have the meanings
set forth in the Company Rights Agreement.
Therefore, StreamLogic and FWB agree to amend the Company Rights Agreement
as follows:
1. Lock-Up Provisions.
Section 2.2(a) of the Company Rights Agreement is hereby deleted.
2. S-3 Registration.
StreamLogic shall on or before November 4, 1996 at its expense amend its
pending S-3 registration statement ("Registration Statement") for the shares of
Common Stock of StreamLogic previously delivered to FWB under the Operating
Agreement, dated as of July 1, 1996, between StreamLogic Software Corporation
and FWB Software, Inc. ("Operating Agreement") to include the additional shares
of Common Stock of StreamLogic to be delivered to FWB under Amendment No. 1 to
the Operating Agreement dated as of November 4, 1996. StreamLogic shall use its
best efforts to expedite and obtain effectiveness of the Registration Statement,
as amended, under the Securities Act as soon as possible.
3. Effect on Original Agreement.
Except as expressly amended by this First Amendment, the Company Rights
Agreement shall remain in full force and effect. In the event of a conflict
between the Company Rights Agreement and this First Amendment, this First
Amendment shall be controlling.
IN WITNESS WHEREOF, the parties have caused this First Amendment to be
executed by their respective officers thereunto duly authorized, as of the date
set forth above.
STREAMLOGIC CORPORATION, a Delaware
corporation
By /s/ J. Xxxxx Xxxxx
----------------------------
J. Xxxxx Xxxxx
Chief Executive Officer
FWB SOFTWARE, LLC, a California limited
liability company
By /s/ Xxxxxx Xxxx
----------------------------
Xxxxxx Xxxx, President
