EXHIBIT 10.37
CORSAIR COMMUNICATIONS, INC.
DIRECTED SHARE AGREEMENT
THIS DIRECTED SHARE AGREEMENT ("Agreement") is made as of the 30th day of
October, 1996 by and among Corsair Communications, Inc., a Delaware corporation
(the "Company"), and each of the Investors listed on Exhibit A hereto (each
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individually, an "Investor" and collectively, the "Investors").
WHEREAS, the Company desires to sell and issue to the Investors and the
Investors desire to purchase from the Company, shares of the Company's Series C
Preferred Stock pursuant to a certain Series C Preferred Stock Purchase
Agreement dated of even date herewith (the "Series C Agreement").
WHEREAS, the Company wishes to provide a further inducement to the
Investors to purchase shares of the Company's Series C Preferred Stock pursuant
to the terms of the Series C Agreement.
NOW, THEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS:
I. RIGHT TO ACQUIRE DIRECTED SHARES.
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(a) In a timely manner, upon selecting a managing underwriter or a group of
managing underwriters (collectively, the "Underwriters") to conduct an initial
public offering ("IPO") of the Company's Common Stock, the Company shall request
that the Underwriters designate a number of shares equal to $2,500,000 divided
by the price to the public of the Company's Common Stock sold in the IPO for
sale to the Investors (the "Company Request"). Any shares designated by the
Underwriters for sale to the Investors in response to this request shall be
referred to herein as the "Directed Shares."
(b) The Company Request shall propose that, to the extent the Underwriters
designate any Directed Shares, the Underwriters deliver a notice ("Notice") to
each Investor, stating the proposed number of shares to be offered in the IPO
and the proposed range within which it is anticipated the shares of Common Stock
sold in the Company's IPO will be priced, and notifying each Investor of their
ability to purchase up to that portion of the Directed Shares which equals the
proportion that the number of shares of Common Stock issued or issuable upon
conversion of the Series C Preferred Stock held by such Investor bears to the
total number of shares of Common Stock issued or issuable upon conversion of the
Series C Preferred Stock of the Company.
(c) The Company Request shall further propose that the Underwriters deliver
a notice (the "Second Notice") to each Investor which elects to purchase all of
the Directed Shares made available to it pursuant to the Notice ("Fully-
Exercising Investor") of any other Investor's failure to do likewise, and
provide each Fully-Exercising Investor
with the opportunity to obtain all or any portion of the Directed Shares not
subscribed for by the Investors pursuant to the Notice (the "Unsubscribed
Shares"). If (i) the total number of additional shares that the Fully-
Exercising Investors elect to purchase pursuant to the Second Notice is more
than the total number of Unsubscribed Shares and (ii) each Fully-Exercising
Investor has elected to purchase a portion of the Unsubscribed Shares that is
equal to or greater than the proportion that the number of shares of Common
Stock issued or issuable upon conversion of the Series C Preferred Stock then
held by such Fully-Exercising Investor bears to the total number of shares of
Common Stock issued or issuable upon conversion of the Series C Preferred Stock
then held by all Fully-Exercising Investors who wish to purchase some of the
Unsubscribed Shares (the "Pro Rata Portion"), then each Fully-Exercising
Investor shall be limited to its Pro Rata Portion. If (i) the total number of
additional shares that the Fully-Exercising Investors elect to purchase pursuant
to the Second Notice is more than the total number of Unsubscribed Shares and
(ii) one or more Fully-Exercising Investors has elected to purchase a portion of
the Unsubscribed Shares that is less than its Pro Rata Portion, then the
difference shall be allocated among the other Fully-Exercising Investors
pursuant to mutual agreement among them and the Underwriters.
II. LIMITATION OF RIGHT. Notwithstanding anything else set forth in this
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Agreement, to the extent that the Underwriters advise the Company that inclusion
of the full amount of Directed Shares would require the Underwriters to exclude
shares of Common Stock ("Excluded Shares") designated by the Underwriters for
sale in the IPO to persons and entities (other than the Investors) designated by
the Company as part of the IPO (which total number of shares, including any
Excluded Shares, shall in no event exceed five percent (5%) of the total number
of shares of Common Stock sold in the IPO), then the Investors agree that the
number of Directed Shares shall be reduced in a manner determined by the
Underwriters.
III. MISCELLANEOUS PROVISIONS.
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3.1 Notice. Unless otherwise provided, any notice required or permitted
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under this Agreement shall be given in writing and shall be deemed effectively
given upon (a) personal delivery to the party to be notified, (b) upon
telefacsimile transmission to the party to be notified at the telefacsimile
number indicated for such party on the signature page hereof, if any, or (c)
upon deposit with an overnight courier service or the United States Post Office,
by registered or certified mail, postage prepaid and addressed to the party to
be notified at the address(es) indicated for such party on the signature page
hereof, or at such other address as such party may designate by ten (10) days'
advance written notice to the other parties.
3.2 Severability. In the event one or more of the provisions of this
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Agreement should, for any reason, be held to be invalid, illegal or
unenforceable in any respect, such invalidity, illegality or unenforceability
shall not affect any other provisions of this Agreement, and this Agreement
shall be construed and interpreted in such manner as to be effective and valid
under applicable law.
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3.3 Waiver or Modification. Any amendment or modification of this
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Agreement shall be effective only if evidenced by a written instrument executed
by (i) Investors holding not less than a majority of the Common Stock issued or
issuable upon conversion of the Series C Preferred Stock, then held by all
Investors and (ii) the Company.
3.4 Governing Law. This Agreement shall be governed by and construed in
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accordance with the laws of the State of California as applied in contracts
among California residents entered into and performed entirely within
California.
3.5 Attorneys' Fees. In the event of any dispute involving the terms
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hereof, the prevailing parties shall be entitled to collect legal fees and
expenses from the other party to the dispute.
3.6 Further Assurances. Each party agrees to act in accordance herewith
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and not to take any action which is designed to avoid the intention hereof.
3.7 Successors and Assigns. This Agreement and the rights and obligations
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of the parties hereunder shall inure to the benefit of, and be binding upon,
their respective successors, assigns and legal representatives.
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IN WITNESS WHEREOF, the parties have executed this Agreement on the day and
year indicated above.
CORSAIR COMMUNICATIONS, INC., a Delaware
corporation
By: /s/ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇
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▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, President
Address: ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
INVESTORS:
UST PRIVATE EQUITY INVESTORS FUND, INC.
By: /s/ illegible
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Title: President & CFO
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Address: ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
TECHNOLOGY CROSSOVER VENTURES, L.P.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title: Chief Financial Officer
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Technology Crossover Management, L.L.C.
Address: ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇ ▇▇▇▇▇▇
[SIGNATURE PAGE TO DIRECTED SHARE AGREEMENT]
TECHNOLOGY CROSSOVER VENTURES, C.V.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title: Chief Financial Officer
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Technology Crossover Management, L.L.C.
Address: ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇ ▇▇▇▇▇▇
ORCHID & CO., Nominee for
▇. ▇▇▇▇ Price Threshold Fund III, L.P.
By: ▇. ▇▇▇▇ PRICE THRESHOLD FUND ASSOCIATES,
INC.,
General Partner
By: /s/ illegible
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Title: Vice President of Gen. Par.
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Address: ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
INTEGRAL CAPITAL PARTNERS II, L.P.
By: Integral Capital Management II, L.P.
Its: General Partner
Integral Capital management II, L.P. its
General Partner
By: /s/ illegible
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General Partner
Address: ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
[SIGNATURE PAGE TO DIRECTED SHARE AGREEMENT]
INTEGRAL CAPITAL PARTNERS INTERNATIONAL II, C.V.
By: Integral Capital Management II, L.P.
Its: Investment General Partner
By: /s/ illegible
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General Partner
Address: ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
COLUMBIA CAPITAL INVESTMENTS, LLC
By: /s/ illegible
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Title: Manager
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Address: ▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
SPINNAKER TECHNOLOGY FUND, L.P.
By: SoundView Asset Management
General Partner
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title: President
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Address: ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇
P. O. ▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ VII, L.P.
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
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Title: Partner
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Address: ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
[SIGNATURE PAGE TO DIRECTED SHARE AGREEMENT]
KPCB INFORMATION SCIENCES ZAIBATSU FUND II, L.P.
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
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Title: Partner
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Address: ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
ACCEL IV L.P.
By: Accel IV Associates, L.P.
Its: General Partner
By: /s/ ▇. ▇▇▇▇▇▇ Sednaoui
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General Partner
Address: c/o Accel Partners
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇. ▇▇▇▇▇▇ Sednaoui
ACCEL INVESTORS '95 L.P.
By: /s/ ▇. ▇▇▇▇▇▇ Sednaoui
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General Partner
Address: c/o Accel Partners
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇. ▇▇▇▇▇▇ Sednaoui
[SIGNATURE PAGE TO DIRECTED SHARE AGREEMENT]
ACCEL KEIRETSU L.P.
By: Accel Partners & Co. Inc.
Its: General Partner
By: /s/ ▇. ▇▇▇▇▇▇ Sednaoui
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Title: CFO
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Address: c/o Accel Partners
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇. ▇▇▇▇▇▇ Sednaoui
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ PARTNERS
By: /s/ illegible
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General Partner
Address: c/o Accel Partners
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇. ▇▇▇▇▇▇ Sednaoui
NORWEST EQUITY PARTNERS V, a Minnesota Limited
Liability Partnership
By: Itasca Partners V, L.L.P.
Its: General Partner
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇
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Title: Partner
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Address: ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
[SIGNATURE PAGE TO DIRECTED SHARE AGREEMENT]
▇▇▇▇▇ ▇▇▇▇▇ FUND IV L.P.
By: SRB Associates IV L.P.
Its: General Partner
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
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General Partner
Address: Two Galleria Tower
▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
ANDBACH VENTURES VI, L.P.
By: Andbach Capital Partners
Its: General Partner
By: /s/ illegible
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Title: Its Managing Partner
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Address: ▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
SOUNDVIEW FINANCIAL GROUP, GATEHOUSE PARTNERS, LLC
INC.
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇
Title: VP Finance By: /s/ ▇▇▇▇▇ ▇▇▇▇▇
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▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ Title: Financial Manager
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▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Address: ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ CAPITAL SBIC, L.P.
By: ▇▇▇▇▇▇▇ Capital Management Partners, L.P.
Its: ------------------------------------------
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
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Title:------------------------------------
Address: ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
[SIGNATURE PAGE TO DIRECTED SHARE AGREEMENT]
▇▇▇▇▇▇▇ CAPITAL PARTNERS, L.P.
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
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Title:------------------------------------------
Address: ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ EMERGING GROWTH
PARTNERS
By: /s/ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇
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Title: Managing General Partner
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Address: ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ CALIFORNIA, a California
corporation
By: /s/ illegible
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Title: CFO
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Address: ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Address: ▇/▇ ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ California
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
[SIGNATURE PAGE TO DIRECTED SHARE AGREEMENT]
/s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Address: ▇/▇ ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ California
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
/s/ ▇▇▇▇▇▇ ▇▇▇▇
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▇▇▇▇▇▇ ▇▇▇▇
Address: ▇/▇ ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ California
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
________________________________________________
▇▇▇▇▇ ▇▇▇▇▇
Address: ▇/▇ ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ California
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
COMDISCO, INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title: Assistant Vice President
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Address: ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
[SIGNATURE PAGE TO DIRECTED SHARE AGREEMENT]
▇▇▇▇▇ ▇. RING CHARITABLE
REMAINDER UNITRUST UTA Dated
5/20/96
By: /s/ ▇▇▇▇▇ ▇. Ring, Trustee
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▇▇▇▇▇ ▇. Ring, Trustee
Address: ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
TRAILHEAD VENTURES, L.P.
By: /s/ illegible
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Title: General Partner
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Address: ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
UMB BANK, N.A., as Trustee for ▇▇▇▇▇▇▇, Phleger &
▇▇▇▇▇▇▇▇ Retirement Savings Trust F/B/O ▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇▇
By: /s/ illegible
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Title: Assistant Trust Officer
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Address: UMB Bank, N.A.
P. O. ▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Address: ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇
▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
[SIGNATURE PAGE TO DIRECTED SHARE AGREEMENT]
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Address: ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
/s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇
Address: ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇
Address: c/o Comdisco, Inc.
▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇. ▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
[SIGNATURE PAGE TO DIRECTED SHARE AGREEMENT]
EXHIBIT A
INVESTORS
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▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ VII, L.P.
KPCB Information Sciences Zaibatsu Fund II, ▇.▇.
▇▇▇▇▇-▇▇▇▇▇ Fund IV L.P.
UST Private Equity Investors Fund, Inc.
Orchid and Co., Nominee for ▇. ▇▇▇▇ Price Threshold Fund III, L.P.
Spinnaker Fund
Andbach Ventures VI, L.P.
Trailhead Ventures, ▇.▇.
▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ California
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇
SoundView Partners
Columbia Capital Investments, LLC
Norwest Equity Partners V
Accel IV L.P.
Accel Investors '95 L.P.
Accel Keiretsu ▇.▇.
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Partners
▇▇▇▇▇▇▇ Capital SBIC, ▇.▇.
▇▇▇▇▇▇▇ Capital Partners, ▇.▇.
▇▇▇▇▇▇▇ Emerging Growth Partners
Technology Crossover Ventures, L.P.
Technology Crossover Ventures, C.V.
Integral Capital Partners II, L.P.
Integral Capital Partners International II, C.V.
▇▇▇▇▇ ▇. Ring Charitable Remainder Unitrust UTA Dated 5/20/96
Comdisco, Inc.
UMB Bank, N.A., as Trustee
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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A-1
