EXHIBIT 4.3
ALTIGEN COMMUNICATIONS, INC.
THIRD AMENDED AND RESTATED
RIGHTS AGREEMENT
May 7, 1999
TABLE OF CONTENTS
Page
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Section 1. Termination of Prior Rights........................ 1
Section 2. Amendment.......................................... 1
Section 3. Registration Rights................................ 2
3.1 Definitions........................................ 2
3.2 Requested Registration............................. 3
3.3 Company Registration............................... 4
3.4 Obligations of the Company......................... 4
3.5 Furnish Information................................ 5
3.6 Expenses of Demand Registration.................... 5
3.7 Expenses of Company Registration................... 6
3.8 Underwriting Requirements.......................... 6
3.9 Delay of Registration.............................. 6
3.10 Indemnification.................................... 7
3.11 Reports Under Securities Exchange Act of 1934...... 9
3.12 Form S-3 Registration.............................. 9
3.13 Assignment of Registration Rights.................. 10
3.14 Limitations on Subsequent Registration Rights...... 10
3.15 "Market Stand-Off" Agreement....................... 11
3.16 Termination of Registration Rights................. 11
3.17 Participation by the Company....................... 12
Section 4. Additional Rights.................................. 12
4.1 Right of First Refusal............................. 12
4.2 Delivery of Financial Statements................... 14
4.3 Inspection......................................... 14
4.4 Termination of Information and Inspection Covenants 15
Section 5. Miscellaneous...................................... 15
5.1 Assignment......................................... 15
5.2 Third Parties...................................... 15
5.3 Governing Law...................................... 15
5.4 Counterparts....................................... 15
5.5 Notices............................................ 15
5.6 Severability....................................... 15
5.7 Amendment and Waiver............................... 16
5.8 Additional Investors............................... 16
5.9 Effect of Amendment or Waiver...................... 16
5.10 Rights of Holders.................................. 16
5.11 Delays or Omissions................................ 16
5.12 Attorney's Fees.................................... 17
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ALTIGEN COMMUNICATIONS, INC.
THIRD AMENDED AND RESTATED
RIGHTS AGREEMENT
THIS THIRD AMENDED AND RESTATED RIGHTS AGREEMENT (the "Agreement") is made
and entered into as of May 7, 1999, by and among AltiGen Communications, Inc., a
California corporation (the "Company"), Xxxxxxx Xx (the "Founder") and the
investors identified in Exhibit A (the "Investors").
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RECITALS
A. WHEREAS, the Company previously entered into a Second Amended and
Restated Rights Agreement, dated April 2, 1998, with the Founder and with
certain Investors who acquired Series A Preferred Stock (the "Series A Shares"),
Series B Preferred Stock (the "Series B Shares"), Series C Preferred Stock (the
"Series C Shares") and/or Series D Preferred Stock (the "Series D Shares").
B. WHEREAS, the Founder presently owns 1,000,000 shares of Common Stock
of the Company (the "Founder's Shares").
C. WHEREAS, certain new Investors are purchasing, concurrently herewith,
up to 2,500,000 additional shares of Series D Preferred Stock (the "Additional
Series D Shares", and collectively with Series A Shares, Series B Shares, Series
C Shares and Series D Shares, the "Preferred Shares") from the Company.
D. WHEREAS, in connection with sale and purchase of the Additional Series
D Shares, the parties desire that the Founder and all the Investors have
substantially identical registration rights, and that certain Investors have
rights of first refusal.
NOW, THEREFORE, in consideration of the mutual promises and covenants
hereinafter set forth, the parties agree as follows:
Section 1. Termination of Prior Rights. This Agreement amends and
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restates in its entirety the Rights Agreement dated June 10, 1996, the First
Amended and Restated Rights Agreement dated December 20, 1996, and the Second
Amended and Restated Rights Agreement dated April 2, 1998.
Section 2. Amendment. Except as expressly provided herein, amendment of
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this Agreement shall be governed by the terms of Section 5.7 hereof.
Section 3. Registration Rights.
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3.1 Definitions. As used in this Agreement:
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(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) the Founder's Shares,
(ii) the shares of Common Stock issuable or issued upon
conversion of the Preferred Shares (the shares of Common Stock referred to in
clauses (i) and (ii) hereof are collectively referred to hereafter as the
"Stock"),
(iii) any other shares of Common Stock of the Company
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, the Stock, 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 Common Stock or other securities shall only be treated
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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(l) 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 be determined by the number of shares of Common Stock
outstanding which are, and the number of shares of Common Stock issuable
pursuant to then exercisable or convertible securities which are, Registrable
Securities.
(d) The term "Holder" means any holder of outstanding
Registrable Securities who acquired such Registrable Securities in a transaction
or series of transactions not involving any registered public offering.
(e) The term "Form S-3" means such form under the Securities
Act of 1933, as amended (the "Act") as in effect on the date hereof or any
registration form under the Act subsequently adopted by the Securities and
Exchange Commission ("SEC") which permits inclusion or incorporation of
substantial information by reference to other documents filed by the Company
with the SEC.
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3.2 Requested Registration.
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(a) If the Company shall receive at any time after the earlier
of (i) December 20, 2001, or (ii) six (6) months after the effective date of the
first registration statement for a public offering of securities of the Company
(other than a registration statement relating either to the sale of securities
to employees of the Company pursuant to a stock option, stock purchase or
similar plan or a SEC Rule 145 transaction), a written request from the Holders
of a majority of the Registrable Securities then outstanding that the Company
file a registration statement under the Act, then the Company shall, within ten
(10) days of the receipt thereof (in accordance with Section 5.5), give written
notice of such request to all Holders and shall, subject to the limitations of
subsection 3.2(b), use its best efforts to effect as soon as practicable, and in
any event within ninety (90) days of the receipt of such request, the
registration under the Act of all Registrable Securities which the Holders
request to be registered, such requests to be in writing and to be delivered to
the Company within twenty (20) days of mailing of the Company's written notice
to Holders.
(b) If the Holders initiating the registration request hereunder
("Initiating Holders") intend to distribute the Registrable Securities covered
by their request by means of an underwriting, they shall so advise the Company
as a part of their request made pursuant to this Section 3.2 and the Company
shall include such information in the written notice referred to in subsection
3.2(a). In such event, the right of any Holder to include his Registrable
Securities in such registration shall be conditioned upon such Holder's
participation in such underwriting and the inclusion of such Holder's
Registrable Securities in the underwriting (unless otherwise mutually agreed by
a majority in interest of the Initiating Holders and such Holder) to the extent
provided herein. All Holders proposing to distribute their securities through
such underwriting shall (together with the Company as provided in subsection
3.4(e)) enter into an underwriting agreement in customary form with the
underwriter or underwriters selected for such underwriting by a majority in
interest of the Initiating Holders. Notwithstanding any other provision of this
Section 3.2, if the underwriter advises the Initiating Holders in writing that
marketing factors require a limitation of the number of shares to be
underwritten, then the Initiating Holders shall so advise all Holders of
Registrable Securities which would otherwise be underwritten pursuant hereto,
and the number of shares of Registrable Securities that may be included in the
underwriting shall be allocated among all Holders thereof, including the
Initiating Holders, in proportion (as nearly as practicable) to the amount of
Registrable Securities of the Company owned by each Holder.
(c) The Company is obligated to effect only one (1) such
registration pursuant to this Section 3.2.
(d) Notwithstanding the foregoing, if the Company shall furnish
to Holders requesting a registration statement pursuant to this Section 3.2, a
certificate signed by the President of the Company stating that in the good
faith judgment of the Board of Directors of the Company, it would be seriously
detrimental to the Company and its shareholders for such registration statement
to be filed and it is therefore essential to defer the filing of such
registration statement, the Company shall have the right to defer such filing
for a period of not more than one
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hundred eighty (180) days after receipt of the request of the Initiating
Holders; provided, however, that the Company may not utilize this right more
than once in any twelve (12) month period.
(e) Notwithstanding the foregoing, the Company shall not be
obligated to effect, or to take any action to effect, any such registration
pursuant to this Section 3.2 during the period starting with the date sixty (60)
days prior to the Company's good faith estimate of the date of filing of, and
ending on a date one hundred eighty (180) days after the effective date of, a
Company-initiated registration; provided the Company is actively employing in
good faith all reasonable efforts to cause such registration statement to become
effective.
3.3 Company Registration. If (but without any obligation to do so)
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the Company proposes to register (including for this purpose a registration
effected by the Company for shareholders other than the Holders) any of its
Common Stock or other securities under the Act in connection with the public
offering of such securities solely for cash (other than a registration relating
either to the sale of securities to participants in a Company stock option,
stock purchase or similar plan or to a SEC Rule 145 transaction, or a
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), the Company shall, at such
time, promptly give each Holder written notice of such registration. Upon the
written request of each Holder given within twenty (20) days after mailing of
such notice by the Company in accordance with Section 5.5, the Company shall,
subject to the provisions of Section 3.8, use its best efforts to cause to be
registered under the Act all of the Registrable Securities that each such Holder
has requested to be registered.
3.4 Obligations of the Company. Whenever required under this Section
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3 to effect the registration of any Registrable Securities, the Company 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 one hundred twenty (120) days.
(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 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 Act, and such other documents as they may reasonably request
in order to facilitate the disposition of Registrable Securities owned by them.
(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
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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 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 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 any Holder requesting
registration of Registrable Securities pursuant to this Section 3, on the date
that such Registrable Securities are delivered to the underwriters for sale in
connection with a registration pursuant to this Section 3, 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 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, addressed to the underwriters, if any, and to the Holders requesting
registration of Registrable Securities and (ii) a letter dated 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 an underwritten public offering, addressed to the underwriters,
if any, and to the Holders requesting registration of Registrable Securities.
3.5 Furnish Information. It shall be a condition precedent to the
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obligations of the Company to take any action pursuant to this Section 3 with
respect to the Registrable Securities of any selling Holder that such Holder
shall furnish to the Company 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.
3.6 Expenses of Demand Registration. All expenses other than
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underwriting discounts and commissions and fees and disbursements of more than
one counsel for the selling Holders incurred in connection with registrations,
filings or qualifications pursuant to Section 3.2, including (without
limitation), all registration, filing and qualification fees, printers and
accounting fees, fees and disbursements of counsel for the Company and the
reasonable fees and disbursements of one counsel for the selling Holders shall
be borne by the Company; provided, however, that the Company shall not be
required to pay for any expenses of any registration proceeding begun pursuant
to Section 3.2 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),
unless the Holders of a majority of the Registrable Securities agree, on behalf
of all Holders, to forfeit the right to one demand registration pursuant to
Section 3.2;
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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 from that known to the Holders 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 3.2.
3.7 Expenses of Company Registration. The Company shall bear and pay
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all expenses incurred in connection with any registration, filing or
qualification of Registrable Securities with respect to the registrations
pursuant to Section 3.3 for each Holder (which right may be assigned as provided
in Section 3.13), including (without limitation) all registration, filing, and
qualification fees, printers and accounting fees and fees and disbursements of
counsel for the Company relating or apportionable thereto, but excluding
underwriting discounts and commissions relating to Registrable Securities.
3.8 Underwriting Requirements. In connection with any offering
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involving an underwriting of shares being issued by the Company, the Company
shall not be required under Section 3.3 to include any of the Holders'
securities in such underwriting unless they accept the terms of the underwriting
as agreed upon between the Company and the underwriters selected by it, and then
only in such quantity as will not, in the opinion of the underwriters,
jeopardize the success of the offering by the Company. If the total amount of
securities, including Registrable Securities, requested by shareholders to be
included in such offering exceeds the amount of securities sold other than by
the Company that the underwriters reasonably believe compatible with the success
of the offering, then the Company shall be required to include in the offering
only that number of such securities, including Registrable Securities, which the
underwriters believe will not jeopardize the success of the offering (the
securities so included to be apportioned pro rata among the selling shareholders
according to the total amount of securities entitled to be included therein
owned by each selling shareholder or in such other proportions as shall mutually
be agreed to by such selling shareholders); but in no event shall (i) the amount
of securities of the selling Holders included in the offering be reduced below
fifteen percent (15%) of the total amount of securities included in such
offering, unless such offering is the initial public offering of the Company's
securities, in which case the selling shareholders may be excluded completely if
the underwriters make the determination described above and no other
shareholder's securities are included or (ii) notwithstanding (i) above, any
shares being sold by a shareholder exercising a demand registration right
similar to that granted in Section 3.2 be excluded from such offering. For
purposes of the preceding parenthetical concerning apportionment, for any
selling shareholder which is a holder of Registrable Securities and which is a
partnership or corporation, the partners, retired partners and shareholders of
such holder, or the estates and family members of any such partners and retired
partners and any trusts for the benefit of any of the foregoing persons shall be
deemed to be a single "selling shareholder," and any pro rata reduction with
respect to such "selling shareholder" shall be based upon the aggregate amount
of shares carrying registration rights owned by all entities and individuals
included in such "selling shareholder," as defined in this sentence.
3.9 Delay of Registration. No Holder shall have any right to obtain
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or seek an injunction restraining or otherwise delaying any such registration as
the result of any controversy that might arise with respect to the
interpretation or implementation of this Section 3.
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3.10 Indemnification. In the event any Registrable Securities are
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included in a registration statement under this Section 3:
(a) To the extent permitted by law, the Company will indemnify
and hold harmless each Holder, any underwriter (as defined in the Act) for such
Holder and each person, if any, who controls such Holder or underwriter within
the meaning of the Act or the Securities Exchange Act of 1934, as amended (the
"1934 Act"), against any losses, claims, damages, or liabilities (joint or
several) to which they may become subject under the Act, the 1934 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 preliminary prospectus or 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 the Company of the Act, the 1934
Act, any state securities law or any rule or regulation promulgated under the
Act, the 1934 Act or any state securities law; and the Company will pay as
incurred to each such Holder, underwriter or controlling person, any legal or
other expenses reasonably incurred by them in connection with investigating or
defending any such loss, claim, damage, liability, or action; provided that the
Company will not be liable in any such case to the extent that any such loss,
claim, damage, liability, or action arises out of or is based on any untrue
statement or omission based upon written information furnished to the Company by
such Holder or underwriter and stated to be specifically for use therein; and
provided further that the indemnity agreement contained in this subsection
3.10(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 the Company (which consent shall not be unreasonably withheld), nor shall the
Company be liable in any such case to a Holder, underwriter or controlling
person 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, underwriter or controlling person.
(b) To the extent permitted by law, each selling Holder will
indemnify and hold harmless the Company, each of its directors, each of its
officers who has signed the registration statement, each person, if any, who
controls the Company within the meaning of the Act, any underwriter, any other
Holder selling securities in such registration statement and any controlling
person of any such underwriter or other Holder, against any losses, claims,
damages, or liabilities (joint or several) to which any of the foregoing persons
may become subject, under the Act, the 1934 Act or other federal or state law,
insofar as such losses, claims, damages, or liabilities (or actions in respect
thereto) 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 3.10(b), in connection with
investigating or defending any such loss, claim, damage, liability, or action;
provided, however, that the indemnity agreement
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contained in this subsection 3.10(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 Holder, which consent shall
not be unreasonably withheld; provided that in no event shall any indemnity
under this subsection 3.10(b) exceed the net proceeds from the offering received
by such Holder.
(c) Promptly after receipt by an indemnified party under this
Section 3.10 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 3.10, 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. The failure to deliver
written notice to the indemnifying party within a reasonable time of the
commencement of any such action, if materially prejudicial to its ability to
defend such action, shall relieve such indemnifying party of any liability to
the indemnified party under this Section 3.10, 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
3.10.
(d) If the indemnification provided for in this Section 3.10 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.
(e) Notwithstanding the foregoing, to the extent that the
provisions on indemnification and contribution contained in the underwriting
agreement entered into in connection with the underwritten public offering are
in conflict with the foregoing provisions, the provisions in the underwriting
agreement shall control.
(f) The obligations of the Company and Holders under this
Section 3.10 shall survive the completion of any offering of Registrable
Securities in a registration statement under this Section 3, and otherwise.
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3.11 Reports Under Securities Exchange Act of 1934. With a view to
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making available to the Holders the benefits of Rule 144 promulgated under the
Act and any other rule or regulation of the SEC that may at any time permit a
Holder to sell securities of the Company to the public without registration or
pursuant to a registration on Form S-3, the Company agrees to:
(a) make and keep public information available, as those terms
are understood and defined in SEC Rule 144, at all times after ninety (90) days
after the effective date of the first registration statement filed by the
Company for the offering of its securities to the general public;
(b) take such action, including the voluntary registration of
its Common Stock under Section 12 of the 1934 Act, as is necessary to enable the
Holders to utilize Form S-3 for the sale of their Registrable Securities, such
action to be taken as soon as practicable after the end of the fiscal year in
which the first registration statement filed by the Company for the offering of
its securities to the general public is declared effective;
(c) file with the SEC in a timely manner all reports and other
documents required of the Company under the Act and the 1934 Act; and
(d) furnish to any Holder, so long as the Holder owns any
Registrable Securities, forthwith upon request (i) a written statement by the
Company that it has complied with the reporting requirements of SEC Rule 144 (at
any time after ninety (90) days after the effective date of the first
registration statement filed by the Company), the Act and the 1934 Act (at any
time after it has become subject to such reporting requirements), or that it
qualifies as a registrant whose securities may be resold pursuant to Form S-3
(at any time after it so qualifies), (ii) a copy of the most recent annual or
quarterly report of the Company and such other reports and documents so filed by
the Company, 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 or pursuant to such form.
3.12 Form S-3 Registration. In case the Company shall receive from
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any Holder or Holders owning in the aggregate at least thirty percent (30)% of
the Registrable Securities a written request or requests that the Company effect
a registration on Form S-3 and any related qualification or compliance with
respect to all or a part of the Registrable Securities owned by such Holder or
Holders, the Company will:
(a) promptly give written notice of the proposed registration,
and any related qualification or compliance, to all other Holders; and
(b) as soon as practicable, effect such registration and all
such qualifications and compliances as may be so requested and as would permit
or facilitate the sale and distribution of all or such portion of such Holder's
or Holders' Registrable Securities as are specified in such request, together
with all or such portion of the Registrable Securities of any other Holder or
Holders joining in such request as are specified in a written request given
within fifteen (15) days after receipt of such written notice from the Company;
provided, however, that the Company shall
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not be obligated to effect any such registration, qualification or compliance,
pursuant to this Section 3.12, (i) if Form S-3 is not available for such
offering by the Holders; (ii) if the Holders, together with the holders of any
other securities of the Company entitled to inclusion in such registration,
propose to sell Registrable Securities and such other securities (if any) at an
aggregate price to the public (net of any underwriters' discounts or
commissions) of less than $500,000; (iii) if the Company shall furnish to the
Holders a certificate signed by the president of the Company stating that in the
good faith judgment of the Board of Directors of the Company it would be
seriously detrimental to the Company and its shareholders for such Form S-3
Registration to be effected at such time, in which event the Company shall have
the right to defer the filing of the Form S-3 registration statement for a
period of not more than ninety (90) days after receipt of the request of the
Holder or Holders under this Section 3.12; provided, however, that the Company
shall not utilize this right more than once in any twelve (12) month period;
(iv) if the Company has, within the twelve (12) month period preceding the date
of such request, already effected two (2) registrations on Form S-3 for the
Holders pursuant to this Section 3.12; or (v) in any particular jurisdiction in
which the Company would be required to qualify to do business or to execute a
general consent to service of process in effecting such registration,
qualification or compliance.
(c) Subject to the foregoing, the Company shall file a
registration statement covering the Registrable Securities and other securities
so requested to be registered as soon as practicable after receipt of the
request or requests of the Holders. All expenses other than underwriting
discounts and commissions incurred in connection with a registration requested
pursuant to Section 3.12, including (without limitation) all registration,
filing, qualification, printer's and accounting fees and fees and disbursements
of counsel for the Company shall be borne by the Company. Registrations effected
pursuant to this Section 3.12 shall not be counted as demands for registration
or registrations effected pursuant to Section 3.2 or 3.3.
3.13 Assignment of Registration Rights. The rights to cause the
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Company to register Registrable Securities pursuant to this Section 3 may be
assigned by a Holder to a transferee or assignee of at least 100,000 shares of
such securities provided the Company is, within a reasonable time after such
transfer, furnished with written notice of the name and address of such
transferee or assignee and the securities with respect to which such
registration rights are being assigned; and provided, further, that such
assignment shall be effective only if immediately following such transfer the
further disposition of such securities by the transferee or assignee is
restricted under the Act. The foregoing 100,000 share limitation shall not
apply, however, to transfers by a Holder to shareholders, partners or retired
partners of the Holder (including spouses and ancestors, lineal descendants and
siblings of such partners or spouses who acquire Registrable Securities by gift,
will or intestate succession) if all such transferees or assignees appoint a
single representative as their attorney in fact for the purpose of receiving any
notices and exercising their rights under this Section 3.
3.14 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
-10-
include such securities in any registration filed under Section 3.2 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 dates set forth in subsection 3.2(a) or within
one hundred twenty (120) days of the effective date of any registration effected
pursuant to Section 3.2.
3.15 "Market Stand-Off" Agreement. The Holder hereby agrees
----------------------------
that during the one hundred eighty (180) day period following the effective date
of a registration statement of the Company filed under the Act, it shall not, to
the extent requested by the Company and such underwriter, sell or otherwise
transfer or dispose of (other than to donees who agree to be similarly bound)
any Common Stock of the Company held by it at any time during such period except
Common Stock included in such registration; provided, however, that:
(a) such agreement shall be applicable only to the first
such registration statement of the Company which covers Common Stock (or other
securities) to be sold on its behalf to the public in an underwritten offering;
and
(b) all officers and directors of the Company and all other
persons with registration rights (whether or not pursuant to this Agreement)
enter into similar agreements.
To enforce the foregoing covenant, the Company may impose
stop-transfer instructions with respect to the Registrable Securities of the
Holder (and the shares or securities of every other person subject to the
foregoing restriction) until the end of the period.
Each Holder shall cause each stock certificate representing
the Holders' securities and any Registrable Securities issued with respect to
such securities to bear a conspicuous legend in substantially the following
form:
SALE, TRANSFER OR HYPOTHECATION OF THE SHARES REPRESENTED BY THIS
CERTIFICATE IS PROHIBITED FOR A PERIOD FOLLOWING A PUBLIC
OFFERING OF THE STOCK OF THE CORPORATION PURSUANT TO A RIGHTS
AGREEMENT BETWEEN THE HOLDER OF THE SHARES AND THE CORPORATION.
3.16 Termination of Registration Rights. No Holder shall be
----------------------------------
entitled to exercise any right provided for in this Section 3(a) after five (5)
years following the consummation of the Company's sale of its Common Stock in a
bona fide, firm commitment underwriting pursuant to a registration statement on
Form S-1 under the Securities Act of 1933, as amended, which results in
aggregate gross cash proceeds to the Company in excess of $10,000,000 and the
public offering price of which is not less than $5.00 per share (other than a
registration statement relating either to the sale of securities to employees of
the Company pursuant to a stock option, stock purchase or similar plan or a SEC
Rule 145 transaction) or (b) at and after such time following the Company's
initial public offering as such Holder holds Registrable Securities equal to 1%
or less of the
-11-
outstanding stock of the Company and is able to dispose of all of its
Registrable Securities in one three-month period pursuant to the provisions of
Rule 144.
3.17 Participation by the Company. The Company may include securities
----------------------------
of the same class as the Registrable Securities for its own account in a
Registration pursuant to Section 3.3 or 3.12 in an amount up to at least 10% of
the total shares to be registered, provided that the amount of securities of the
selling Holders to be included in the offering is not reduced as a result.
Section 4. Additional Rights.
-----------------
4.1 Right of First Refusal. Subject to the terms and conditions
----------------------
specified in this Section 4.1, the Company hereby grants to each Investor (so
long as such Investor holds at least 100,000 shares of Stock) (the
"Rightholder"), a right of first refusal with respect to future sales by the
Company of its New Securities (as hereinafter defined). For purposes of this
Section 4.1, the term Rightholder includes any partners, retired partners,
shareholders or affiliates of an Investor. An Investor shall be entitled to
apportion the right of first refusal hereby granted among itself and its
partners, retired partners, shareholders and affiliates in such proportions as
it deems appropriate.
(a) In the event the Company proposes to issue New Securities,
it shall give the Rightholder written notice (the "Notice") of its intention
stating (i) a description of the New Securities it proposes to issue, (ii) the
number of shares of New Securities it proposes to offer, (iii) the price per
share at which, and other terms on which, it proposes to offer such New
Securities and (iv) the number of shares that the Rightholder has the right to
purchase under this Section 4.1, based on the Rightholder's Percentage (as
defined in Section 4.1(d)(ii)).
(b) Within twenty (20) days after the Notice is given (in
accordance with Section 5.5), the Rightholder may elect to purchase, at the
price specified in the Notice, up to the number of shares of the New Securities
proposed to be issued that the Rightholder has the right to purchase as
specified in the Notice. An election to purchase shall be made in writing and
must be given to the Company within such twenty (20) day period (in accordance
with Section 5.5). The closing of the sale of New Securities by the Company to
the participating Rightholder upon exercise of its rights under this Section 4.1
shall take place simultaneously with the closing of the sale of New Securities
to third parties.
(c) The Company shall have ninety (90) days after the last date
on which the Rightholder's right of first refusal lapsed to enter into an
agreement (pursuant to which the sale of New Securities covered thereby shall be
closed, if at all, within forty-five (45) days from the execution thereof) to
sell the New Securities which the Rightholder did not elect to purchase under
this Section 4.1, at or above the price and upon terms not materially more
favorable to the purchasers of such securities than the terms specified in the
initial Notice given in connection with such sale. In the event the Company has
not entered into an agreement to sell the New Securities within such ninety (90)
day period (or sold and issued New Securities in accordance with the foregoing
within forty-five (45) days from the date of said agreement), the Company shall
not thereafter issue or sell any New Securities without first offering such New
Securities to the Rightholder in the manner provided in this Section 4.1.
-12-
(d) (i) "New Securities" shall mean any shares of, or
securities convertible into or exercisable for any shares of, any class of the
Company's capital stock; provided that "New Securities" does not include: (i)
the Preferred Shares, or the Common Stock issuable upon conversion thereof; (ii)
securities issued pursuant to the acquisition of another business entity by the
Company by merger, purchase of substantially all of the assets of such entity,
or other reorganization whereby the Company owns not less than a majority of the
voting power of such entity; (iii) shares, or options to purchase shares, of the
Company's Common Stock and the shares of Common Stock issuable upon exercise of
such options, issued pursuant to any arrangement approved by the Board of
Directors and the shareholders of the Company to employees, officers and
directors of, or consultants, advisors or other persons performing services for,
the Company; (iv) shares of the Company's Common Stock or Preferred Stock of any
series issued in connection with any stock split, stock dividend or
recapitalization of the Company; (v) Common Stock issued upon exercise of
warrants, options or convertible securities if the issuance of such warrants,
options or convertible securities was a result of the exercise of the right of
first refusal granted under this Section 4.1 or was subject to the right of
first refusal granted under this Section 4.1; (vi) capital stock or warrants or
options for the purchase of shares of capital stock issued by the Company to a
lender in connection with any loan or lease financing transaction approved by
the Board of Directors of the Company; (vi) capital stock or warrants or options
for the purchase of shares of capital stock issued by the Company to vendors or
customers or other persons in similar commercial situations with the Company if
such issuance is approved by the Board of Directors; (vii) securities sold to
the public in an offering pursuant to a registration statement filed with the
Securities and Exchange Commission under the Act; and (viii) securities issued
in connection with a corporate partnering transaction approved by the Board of
Directors.
(ii) The applicable "Percentage" for the Rightholder shall
be the number of shares of New Securities calculated by dividing (i) the total
number of shares of Common Stock owned by the Rightholder (assuming conversion
of all shares of Preferred Stock and exercise of any options or warrants held by
said Rightholder) by (ii) the total number of shares of Common Stock outstanding
at the time the Notice is given (assuming conversion of all shares of Preferred
Stock and exercise of all outstanding rights, options and warrants to acquire
Common Stock of the Company).
(e) The right of first refusal granted under this Section 4.1
shall expire upon the consummation of the Company's sale of its Common Stock in
a bona fide, firm commitment underwriting pursuant to a registration statement
on Form S-1 under the Securities Act of 1933, as amended, which results in
aggregate gross cash proceeds to the Company in excess of $10,000,000 and the
public offering price of which is not less than $5.00 per share (other than a
registration statement relating either to the sale of securities to employees of
the Company pursuant to a stock option, stock purchase or similar plan or a SEC
Rule 145 transaction).
(f) The right of first refusal granted under this section may
only be assigned by an Investor to a transferee or assignee of the Investor's
shares of the Company's stock acquiring the lesser of (a) at least 100,000 of
the Investor's shares of the Company's Common Stock (treating all shares of
Preferred Stock for this purpose as though converted into Common Stock)
-13-
(equitably adjusted for any stock splits, subdivision stock dividends, changes,
combinations or the like) or (b) all of the Investor's remaining shares of the
Company's stock. In the event that the Investor shall assign its right of first
refusal pursuant to this Section 4.1 in connection with the transfer of less
than all of its shares of the Company's stock, the Investor shall also retain
its right of first refusal.
4.2 Delivery of Financial Statements.
--------------------------------
(a) The Company shall deliver to each Investor, as soon as
practicable, but in any event within ninety (90) days after the end of each
fiscal year of the Company, an income statement for such fiscal year, a balance
sheet of the Company as of the end of such year, and statements of income and
cash flows for such year, such year-end financial reports to be in reasonable
detail, prepared in accordance with generally accepted accounting principles
("GAAP"), and audited and certified by independent public accountants of
nationally recognized standing selected by the Company.
(b) The Company shall deliver to each Investor, so long as it
holds at least 250,000 shares of Stock (or Common Stock issuable upon conversion
thereof):
(i) as soon as practicable, but in any event within forty-
five (45) days after the end of each fiscal quarter, a balance sheet of the
Company as of the end of each such quarterly period, and statements of income
and cash flows for such period and for the current fiscal year to date, prepared
in accordance with GAAP, subject to changes resulting from normal year-end audit
adjustments, all in reasonable detail and certified by the principal financial
or accounting officer of the Company, except that such financial statements need
not contain the notes required by GAAP;
(ii) as soon as practicable, but in any event within thirty
(30) days prior to the end of each fiscal year, a budget and business plan for
the next fiscal year, prepared on a monthly basis, including balance sheets and
sources and applications of funds statements for such months and, as soon as
prepared, any other budgets or revised budgets prepared by the Company; and
(iii) such other information relating to the financial
condition, business, prospects or corporate affairs of the Company as the
Investor may from time to time reasonably request; provided, however, that the
Company shall not be obligated to provide information which it deems in good
faith to be proprietary.
4.3 Inspection. The Company shall permit each Investor who holds at
----------
least 250,000 shares of Stock (or Common Stock issuable upon conversion
thereof), at such Investor's expense, to visit and inspect the Company's
properties, to examine its books of account and records and to discuss the
Company's affairs, finances and accounts with its officers, all at such
reasonable times as may be requested by such Investor; provided, however, that
the Company shall not be obligated pursuant to this Section 4.3 to provide
access to any information which it considers to be a trade secret or similar
confidential information.
-14-
4.4 Termination of Information and Inspection Covenants. The
---------------------------------------------------
covenants set forth in Sections 4.2 and 4.3 shall terminate as to the Investors
and be of no further force or effect immediately upon the consummation of the
Company's sale of its Common Stock in a bona fide, firm commitment underwriting
pursuant to a registration statement on Form S-1 under the Act, which results in
aggregate gross cash proceeds to the Company in excess of $10,000,000 and the
public offering price of which is not less than $5.00 per share (other than a
registration statement relating either to the sale of securities to employees of
the Company pursuant to a stock option, stock purchase or similar plan or a SEC
Rule 145 transaction).
Section 5. Miscellaneous.
-------------
5.1 Assignment. Subject to the provisions of Section 3.13 hereof,
----------
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 hereto.
5.2 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.
5.3 Governing Law. This Agreement shall be governed by and
-------------
construed under the laws of the State of California in the United States of
America as applied to agreements among California residents entered into and to
be performed entirely within California. The parties hereto consent to the
personal jurisdiction of all federal and state courts in California, and agree
that venue shall lie exclusively in Santa Xxxxx County, California.
5.4 Counterparts. This Agreement may be executed in two or more
------------
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
5.5 Notices. Any notice, instruction or communication required or
-------
permitted to be given under this Agreement to any party shall be in writing
(which may include telex, telegram, telecopier, or other similar form of
reproduction followed by a mailed hard copy) and shall be deemed given when
actually received or, if earlier, five (5) days after deposit in the United
States Mail, postage prepaid (or for foreign addresses by Federal Express, DHL
or other comparable delivery service), addressed to the principal office of such
party or to such other address as such party may request by written notice. Each
party shall make an ordinary, good faith effort to ensure that the person to be
given notice actually receives such notice. Each party shall ensure that the
Company has a current address, fax number, and telephone number for the purpose
of giving notice, and the Company shall ensure that each party has its current
address, fax number and telephone number.
5.6 Severability. If one or more provisions of this Agreement are
------------
held to be unenforceable under applicable law, portions of such provisions, or
such provisions in their entirety,
-15-
to the extent necessary, shall be severed from this Agreement, and the balance
of this Agreement shall be enforceable in accordance with its terms.
5.7 Amendment and Waiver. Any provision of this Agreement may be
--------------------
amended with the written consent of the Company and the Holders of at least a
majority of the outstanding shares of the Registrable Securities; provided,
however, that any amendment which would adversely affect the Founder in a manner
different than the Investors shall additionally require the consent of the
Founder. Any amendment or waiver effected in accordance with this paragraph
shall be binding upon each Holder of Registrable Securities and the Company. In
the event that an underwriting agreement is entered into between the Company and
any Holder, and such underwriting agreement contains terms differing from this
Agreement, as to any such Holder the terms of such underwriting agreement shall
govern.
5.8 Additional Investors.
--------------------
If subsequent to the date of this Agreement, additional parties purchase
shares of Series D Preferred Stock ("Additional Investors"), then each such
Additional Investor shall become a party of this Agreement as an "Investor"
hereunder, without the consent, approval or signature of any Investor so long as
such Additional Investor has both: (i) purchased shares of Series D Preferred
Stock under the 1999 Series D Preferred Stock Purchase Agreement dated May 7,
1999 and paid the Company all consideration payable for such shares; and (ii)
executed one or more counterpart signature pages to this Agreement as an
"Investor," with the Company's consent.
5.9 Effect of Amendment or Waiver. The Investors and the Founder
-----------------------------
and their respective successors and assigns acknowledge that by the operation of
Section 5.7 hereof the holders of a majority of the outstanding Registrable
Securities, acting in conjunction with the Company, will have the right and
power to diminish or eliminate all rights pursuant to this Agreement.
5.10 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 the Company as a result of exercising or refraining
from exercising any such right or rights.
5.11 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
-16-
writing. All remedies, either under this Agreement, or by law or otherwise
afforded to any Holder, shall be cumulative and not alternative.
5.12 Attorney's Fees. If any action at law or in equity is necessary
---------------
to enforce or interpret the terms of this Agreement, the prevailing party shall
be entitled to reasonable attorney's fees, costs and necessary disbursements in
addition to any other relief to which such party may be entitled.
[The rest of this page is left blank intentionally]
-17-
IN WITNESS WHEREOF, the parties hereto have executed this Third Amended and
Restated Rights Agreement as of the day and year first above written.
THE COMPANY:
ALTIGEN COMMUNICATIONS, INC.
By: /s/ Xxxxxxx Xx
-------------------------------------
Xxxxxxx Xx, President
FOUNDER:
XXXXXXX XX
/s/ Xxxxxxx Xx
----------------------------------------
INVESTOR:
________________________________________
(Print Name)
By: /s/ Xxxxxxxxx Xx
-------------------------------------
Title:__________________________________
-18-
IN WITNESS WHEREOF, the parties hereto have executed this Third Amended and
Restated Rights Agreement as of the day and year first above written.
THE COMPANY:
ALTIGEN COMMUNICATIONS, INC.
By:
-------------------------------------
Xxxxxxx Xx, President
FOUNDER:
XXXXXXX XX
________________________________________
INVESTOR:
/s/ Xxxxx X. Xxxxx
----------------------------------------
(Print Name)
By: /s/ Xxxxx X. Xxxxx
-------------------------------------
Title:__________________________________
-19-
IN WITNESS WHEREOF, the parties hereto have executed this Third Amended and
Restated Rights Agreement as of the day and year first above written.
THE COMPANY:
ALTIGEN COMMUNICATIONS, INC.
By:
-------------------------------------
Xxxxxxx Xx, President
FOUNDER:
XXXXXXX XX
________________________________________
INVESTOR:
/s/ Wen-Xxxxx Xxxxx
----------------------------------------
(Print Name)
By: /s/ Wen-Xxxxx Xxxxx
-------------------------------------
Title:__________________________________
-20-
IN WITNESS WHEREOF, the parties hereto have executed this Third Amended and
Restated Rights Agreement as of the day and year first above written.
THE COMPANY:
ALTIGEN COMMUNICATIONS, INC.
By:_______________________________
Xxxxxxx Xx, President
FOUNDER:
XXXXXXX XX
__________________________________
INVESTOR:
WEN-XXXX XXXXX
----------------------------------
(Print Name)
By: /s/ Wei-Xxxx Xxxxx
-------------------------------
Title:____________________________
-21-
IN WITNESS WHEREOF, the parties hereto have executed this Third Amended and
Restated Rights Agreement as of the day and year first above written.
THE COMPANY:
ALTIGEN COMMUNICATIONS, INC.
By:_______________________________
Xxxxxxx Xx, President
FOUNDER:
XXXXXXX XX
__________________________________
INVESTOR:
YA-XXXX XXXXX
----------------------------------
(Print Name)
By: /s/ Ya-Xxxx Xxxxx
-------------------------------
Title:____________________________
-22-
IN WITNESS WHEREOF, the parties hereto have executed this Third Amended and
Restated Rights Agreement as of the day and year first above written.
THE COMPANY:
ALTIGEN COMMUNICATIONS, INC.
By:_______________________________
Xxxxxxx Xx, President
FOUNDER:
XXXXXXX XX
__________________________________
INVESTOR:
XXXXXX XXXX
----------------------------------
(Print Name)
By: /s/ Xxxxxx Xxxx
-------------------------------
Title:____________________________
-23-
IN WITNESS WHEREOF, the parties hereto have executed this Third Amended and
Restated Rights Agreement as of the day and year first above written.
THE COMPANY:
ALTIGEN COMMUNICATIONS, INC.
By:_______________________________
Xxxxxxx Xx, President
FOUNDER:
XXXXXXX XX
__________________________________
INVESTOR:
XXX XXXX
----------------------------------
(Print Name)
By: /s/ Xxx Xxxx
-------------------------------
Title:____________________________
-24-
IN WITNESS WHEREOF, the parties hereto have executed this Third Amended and
Restated Rights Agreement as of the day and year first above written.
THE COMPANY:
ALTIGEN COMMUNICATIONS, INC.
By:_____________________________________
Xxxxxxx Xx, President
FOUNDER:
XXXXXXX XX
________________________________________
INVESTOR:
XXXXX XXXXX FIENG, CHENG
----------------------------------------
(Print Name)
By: /s/ Xxxxx Xxxxx Fieng, Cheng
-------------------------------------
Title:__________________________________
-25-
IN WITNESS WHEREOF, the parties hereto have executed this Third Amended and
Restated Rights Agreement as of the day and year first above written.
THE COMPANY:
ALTIGEN COMMUNICATIONS, INC.
By:__________________________________________
Xxxxxxx Xx, President
FOUNDER:
XXXXXXX XX
_____________________________________________
INVESTOR:
XXXXXX XXXX
---------------------------------------------
(Print Name)
By: /s/ Xxxxxx Xxxx
------------------------------------------
Title: Director, Digital Engineering Group
--------------------------------------
-26-
IN WITNESS WHEREOF, the parties hereto have executed this Third Amended and
Restated Rights Agreement as of the day and year first above written.
THE COMPANY:
ALTIGEN COMMUNICATIONS, INC.
By:_______________________________
Xxxxxxx Xx, President
FOUNDER:
XXXXXXX XX
__________________________________
INVESTOR:
XXXXX VI
----------------------------------
(Print Name)
By: /s/ Xxxxx Vi
-------------------------------
Title: Purchasing
----------------------------
-27-
IN WITNESS WHEREOF, the parties hereto have executed this Third Amended and
Restated Rights Agreement as of the day and year first above written.
THE COMPANY:
ALTIGEN COMMUNICATIONS, INC.
By:_______________________________
Xxxxxxx Xx, President
FOUNDER:
XXXXXXX XX
__________________________________
INVESTOR:
XXXXX XXXX XXXX XXX
----------------------------------
(Print Name)
By: /s/ Xxxxxx Xxxx
-------------------------------
Title:____________________________
-28-
IN WITNESS WHEREOF, the parties hereto have executed this Third Amended and
Restated Rights Agreement as of the day and year first above written.
THE COMPANY:
ALTIGEN COMMUNICATIONS, INC.
By:_______________________________
Xxxxxxx Xx, President
FOUNDER:
XXXXXXX XX
__________________________________
INVESTOR:
TSUI-XXX XXXX
----------------------------------
(Print Name)
By: /s/ Tsui-Xxx Xxxx
-------------------------------
Title:____________________________
-29-
IN WITNESS WHEREOF, the parties hereto have executed this Third Amended and
Restated Rights Agreement as of the day and year first above written.
THE COMPANY:
ALTIGEN COMMUNICATIONS, INC.
By:_______________________________
Xxxxxxx Xx, President
FOUNDER:
XXXXXXX XX
__________________________________
INVESTOR:
BIN-XXX XXXXX
----------------------------------
(Print Name)
By: /s/ Bin-Xxx Xxxxx
-------------------------------
Title:____________________________
-30-
IN WITNESS WHEREOF, the parties hereto have executed this Third Amended and
Restated Rights Agreement as of the day and year first above written.
THE COMPANY:
ALTIGEN COMMUNICATIONS, INC.
By:________________________________
Xxxxxxx Xx, President
FOUNDER:
XXXXXXX XX
___________________________________
INVESTOR:
XXXX-XXXX CHENG
-----------------------------------
(Print Name)
By: /s/ Xxxx-Xxxx Xxxxx
--------------------------------
Title:_____________________________
-31-
IN WITNESS WHEREOF, the parties hereto have executed this Third Amended and
Restated Rights Agreement as of the day and year first above written.
THE COMPANY:
ALTIGEN COMMUNICATIONS, INC.
By:________________________________
Xxxxxxx Xx, President
FOUNDER:
XXXXXXX XX
___________________________________
INVESTOR:
LONG-XXX XXX
-----------------------------------
(Print Name)
By: /s/ Long Xxx Xxx
--------------------------------
Title:_____________________________
-32-
IN WITNESS WHEREOF, the parties hereto have executed this Third Amended and
Restated Rights Agreement as of the day and year first above written.
THE COMPANY:
ALTIGEN COMMUNICATIONS, INC.
By:________________________________
Xxxxxxx Xx, President
FOUNDER:
XXXXXXX XX
___________________________________
INVESTOR:
Xxxxxx Xxx
-----------------------------------
(Print Name)
By: /s/ Xxxxxx Xxx
--------------------------------
Title:_____________________________
-33-
IN WITNESS WHEREOF, the parties hereto have executed this Third Amended and
Restated Rights Agreement as of the day and year first above written.
THE COMPANY:
ALTIGEN COMMUNICATIONS, INC.
By:________________________________
Xxxxxxx Xx, President
FOUNDER:
XXXXXXX XX
___________________________________
INVESTOR:
XXXX XXX-XXXXX
-----------------------------------
(Print Name)
By: /s/ Xxxx Xxx-Xxxxx
--------------------------------
Title:_____________________________
-34-
IN WITNESS WHEREOF, the parties hereto have executed this Third Amended and
Restated Rights Agreement as of the day and year first above written.
THE COMPANY:
ALTIGEN COMMUNICATIONS, INC.
By:________________________________
Xxxxxxx Xx, President
FOUNDER:
XXXXXXX XX
___________________________________
INVESTOR:
FOREFRONT VENTURE PARTNERS, L.P.
-----------------------------------
(Print Name)
By: /s/ Xxxxxxx Xxx
--------------------------------
Title: GENERAL PARTNER
-----------------------------
-35-
IN WITNESS WHEREOF, the parties hereto have executed this Third Amended and
Restated Rights Agreement as of the day and year first above written.
THE COMPANY:
ALTIGEN COMMUNICATIONS, INC.
By:________________________________
Xxxxxxx Xx, President
FOUNDER:
XXXXXXX XX
___________________________________
INVESTOR:
RAM XXXX XXXXX
-----------------------------------
(Print Name)
By: /s/ Ram Xxxx Xxxxx
--------------------------------
Title:_____________________________
-36-
IN WITNESS WHEREOF, the parties hereto have executed this Third Amended and
Restated Rights Agreement as of the day and year first above written.
THE COMPANY:
ALTIGEN COMMUNICATIONS, INC.
By:________________________________
Xxxxxxx Xx, President
FOUNDER:
XXXXXXX XX
___________________________________
INVESTOR:
XXXXX XX
-----------------------------------
(Print Name)
By: /s/ Xxxxx Xx
--------------------------------
Title:_____________________________
-37-
IN WITNESS WHEREOF, the parties hereto have executed this Third Amended and
Restated Rights Agreement as of the day and year first above written.
THE COMPANY:
ALTIGEN COMMUNICATIONS, INC.
By:________________________________
Xxxxxxx Xx, President
FOUNDER:
XXXXXXX XX
___________________________________
INVESTOR:
HSIANG-XX XXXXX HU
-----------------------------------
(Print Name)
By: /s/ Xxxxxx Xx
--------------------------------
Title:_____________________________
-38-
IN WITNESS WHEREOF, the parties hereto have executed this Third Amended and
Restated Rights Agreement as of the day and year first above written.
THE COMPANY:
ALTIGEN COMMUNICATIONS, INC.
By:________________________________
Xxxxxxx Xx, President
FOUNDER:
XXXXXXX XX
___________________________________
INVESTOR:
___________________________________
(Print Name)
By: /s/ Xxxxxxxx Xx
--------------------------------
Title:_____________________________
-39-
IN WITNESS WHEREOF, the parties hereto have executed this Third Amended and
Restated Rights Agreement as of the day and year first above written.
THE COMPANY:
ALTIGEN COMMUNICATIONS, INC.
By:________________________________
Xxxxxxx Xx, President
FOUNDER:
XXXXXXX XX
___________________________________
INVESTOR:
HUANG CHING-HONG
-----------------------------------
(Print Name)
By: /s/ Huang Ching-Hong
--------------------------------
Title:_____________________________
-40-
IN WITNESS WHEREOF, the parties hereto have executed this Third Amended and
Restated Rights Agreement as of the day and year first above written.
THE COMPANY:
ALTIGEN COMMUNICATIONS, INC.
By:_________________________________________
Xxxxxxx Xx, President
FOUNDER:
XXXXXXX XX
____________________________________________
INVESTOR:
FEI-SUN XXXXX XXXXX
--------------------------------------------
(Print Name)
By: /s/ Fei Sun
-----------------------------------------
Title:______________________________________
-41-
IN WITNESS WHEREOF, the parties hereto have executed this Third Amended and
Restated Rights Agreement as of the day and year first above written.
THE COMPANY:
ALTIGEN COMMUNICATIONS, INC.
By:_________________________________________
Xxxxxxx Xx, President
FOUNDER:
XXXXXXX XX
____________________________________________
INVESTOR:
XX-XXX XXXXX
--------------------------------------------
(Print Name)
By: /s/ Xxxxx Xxxxx
-----------------------------------------
Title:______________________________________
-42-
IN WITNESS WHEREOF, the parties hereto have executed this Third Amended and
Restated Rights Agreement as of the day and year first above written.
THE COMPANY:
ALTIGEN COMMUNICATIONS, INC.
By:_________________________________________
Xxxxxxx Xx, President
FOUNDER:
XXXXXXX XX
____________________________________________
INVESTOR:
INVESTAR BURGEON VENTURE CAPITAL, I
--------------------------------------------
(Print Name)
By: /s/ Xxxxxx Xxxxx
-----------------------------------------
Title: Controller
--------------------------------------
-43-
IN WITNESS WHEREOF, the parties hereto have executed this Third Amended and
Restated Rights Agreement as of the day and year first above written.
THE COMPANY:
ALTIGEN COMMUNICATIONS, INC.
By:_________________________________________
Xxxxxxx Xx, President
FOUNDER:
XXXXXXX XX
____________________________________________
INVESTOR:
INVESTAR DAYSPRING VENTURE CAPITAL, INC
--------------------------------------------
(Print Name)
By: /s/ Xxxxxx Xxxxx
-----------------------------------------
Title: Controller
--------------------------------------
-44-
IN WITNESS WHEREOF, the parties hereto have executed this Third Amended and
Restated Rights Agreement as of the day and year first above written.
THE COMPANY:
ALTIGEN COMMUNICATIONS, INC.
By:_________________________________________
Xxxxxxx Xx, President
FOUNDER:
XXXXXXX XX
____________________________________________
INVESTOR:
INVESTAR EXCELSIUS VENTURE CAPITAL (INT'L),
LDC
--------------------------------------------
(Print Name)
By: /s/ Xxxxxx Xxxxx
-----------------------------------------
Title: Controller
--------------------------------------
-45-
IN WITNESS WHEREOF, the parties hereto have executed this Third Amended and
Restated Rights Agreement as of the day and year first above written.
THE COMPANY:
ALTIGEN COMMUNICATIONS, INC.
By:_________________________________________
Xxxxxxx Xx, President
FOUNDER:
XXXXXXX XX
____________________________________________
INVESTOR:
LIAO XXXXX XXX
--------------------------------------------
(Print Name)
By: /s/ Xxxxx Xxx Liao
-----------------------------------------
Title:______________________________________
-46-
IN WITNESS WHEREOF, the parties hereto have executed this Third Amended and
Restated Rights Agreement as of the day and year first above written.
THE COMPANY:
ALTIGEN COMMUNICATIONS, INC.
By:_________________________________________
Xxxxxxx Xx, President
FOUNDER:
XXXXXXX XX
____________________________________________
INVESTOR:
XXX XXXXX - XXX
--------------------------------------------
(Print Name)
By: /s/ Xxxxx - Xxx Lin
-----------------------------------------
Title:______________________________________
-47-
IN WITNESS WHEREOF, the parties hereto have executed this Third Amended and
Restated Rights Agreement as of the day and year first above written.
THE COMPANY:
ALTIGEN COMMUNICATIONS, INC.
By:_________________________________________
Xxxxxxx Xx, President
FOUNDER:
XXXXXXX XX
____________________________________________
INVESTOR:
XXXXX X. X. XX
--------------------------------------------
(Print Name)
By: /s/ Xxxxx L
-----------------------------------------
Title:______________________________________
-48-
IN WITNESS WHEREOF, the parties hereto have executed this Third Amended and
Restated Rights Agreement as of the day and year first above written.
THE COMPANY:
ALTIGEN COMMUNICATIONS, INC.
By:_________________________________________
Xxxxxxx Xx, President
FOUNDER:
XXXXXXX XX
____________________________________________
INVESTOR:
XXXXXXXX XXXXXX
--------------------------------------------
(Print Name)
By: /s/ [SIGNATURE ILLEGIBLE]^^
-----------------------------------------
Title:______________________________________
-49-
IN WITNESS WHEREOF, the parties hereto have executed this Third Amended and
Restated Rights Agreement as of the day and year first above written.
THE COMPANY:
ALTIGEN COMMUNICATIONS, INC.
By:_________________________________________
Xxxxxxx Xx, President
FOUNDER:
XXXXXXX XX
____________________________________________
INVESTOR:
TSONG-XXX XXXXX
--------------------------------------------
(Print Name)
By: /s/ Tsong-xxx Xxxxx
-----------------------------------------
Title:______________________________________
-50-
IN WITNESS WHEREOF, the parties hereto have executed this Third Amended and
Restated Rights Agreement as of the day and year first above written.
THE COMPANY:
ALTIGEN COMMUNICATIONS, INC.
By:_________________________________________
Xxxxxxx Xx, President
FOUNDER:
XXXXXXX XX
____________________________________________
INVESTOR:
XXXXX XXXX
--------------------------------------------
(Print Name)
By: /s/ Xxxxx Xxxx
-----------------------------------------
Title:______________________________________
-51-
IN WITNESS WHEREOF, the parties hereto have executed this Third Amended and
Restated Rights Agreement as of the day and year first above written.
THE COMPANY:
ALTIGEN COMMUNICATIONS, INC.
By:_________________________________________
Xxxxxxx Xx, President
FOUNDER:
XXXXXXX XX
____________________________________________
INVESTOR:
LI XXXXX XXXX
--------------------------------------------
(Print Name)
By: /s/ Shih Xx Xxxxx
-----------------------------------------
Title:______________________________________
-52-
IN WITNESS WHEREOF, the parties hereto have executed this Third Amended and
Restated Rights Agreement as of the day and year first above written.
THE COMPANY:
ALTIGEN COMMUNICATIONS, INC.
By:_________________________________________
Xxxxxxx Xx, President
FOUNDER:
XXXXXXX XX
____________________________________________
INVESTOR:
XXXXXXXX XXXX
--------------------------------------------
(Print Name)
By: /s/ Xxxxxxxx Xxxx
-----------------------------------------
Title:______________________________________
-53-
IN WITNESS WHEREOF, the parties hereto have executed this Third Amended and
Restated Rights Agreement as of the day and year first above written.
THE COMPANY:
ALTIGEN COMMUNICATIONS, INC.
By:_________________________________________
Xxxxxxx Xx, President
FOUNDER:
XXXXXXX XX
____________________________________________
INVESTOR:
[ILLEGIBLE]^^
--------------------------------------------
(Print Name)
By: Techgains Corp.
-----------------------------------------
Title: Chairman & President
--------------------------------------
-54-
IN WITNESS WHEREOF, the parties hereto have executed this Third Amended and
Restated Rights Agreement as of the day and year first above written.
THE COMPANY:
ALTIGEN COMMUNICATIONS, INC.
By:_________________________________________
Xxxxxxx Xx, President
FOUNDER:
XXXXXXX XX
____________________________________________
INVESTOR:
X. X. XXXX
--------------------------------------------
(Print Name)
By: Tekkang Management Consulting, Inc
-----------------------------------------
Title: Chairman
--------------------------------------
-55-
IN WITNESS WHEREOF, the parties hereto have executed this Third Amended and
Restated Rights Agreement as of the day and year first above written.
THE COMPANY:
ALTIGEN COMMUNICATIONS, INC.
By:_________________________________________
Xxxxxxx Xx, President
FOUNDER:
XXXXXXX XX
____________________________________________
INVESTOR:
TSS ENTERPRISES
--------------------------------------------
(Print Name)
By: /s/ Xxx Xxxx
-----------------------------------------
Title: President
--------------------------------------
-56-
IN WITNESS WHEREOF, the parties hereto have executed this Third Amended and
Restated Rights Agreement as of the day and year first above written.
THE COMPANY:
ALTIGEN COMMUNICATIONS, INC.
By:_________________________________________
Xxxxxxx Xx, President
FOUNDER:
XXXXXXX XX
____________________________________________
INVESTOR:
LI - XXX XXXX
--------------------------------------------
(Print Name)
By:
-----------------------------------------
Title:______________________________________
-57-
IN WITNESS WHEREOF, the parties hereto have executed this Third Amended and
Restated Rights Agreement as of the day and year first above written.
THE COMPANY:
ALTIGEN COMMUNICATIONS, INC.
By:_________________________________________
Xxxxxxx Xx, President
FOUNDER:
XXXXXXX XX
____________________________________________
INVESTOR:
XXXX XXXX XXXXX
--------------------------------------------
(Print Name)
By: /s/ Xxxx Xxxxx
-----------------------------------------
Title:______________________________________
-58-
IN WITNESS WHEREOF, the parties hereto have executed this Third Amended and
Restated Rights Agreement as of the day and year first above written.
THE COMPANY:
ALTIGEN COMMUNICATIONS, INC.
By:_________________________________________
Xxxxxxx Xx, President
FOUNDER:
XXXXXXX XX
____________________________________________
INVESTOR:
XXXX-XXXXX XXXXX-XXXX X. XX
--------------------------------------------
(Print Name)
By:_________________________________________
Title: Chairman
--------------------------------------
-59-
IN WITNESS WHEREOF, the parties hereto have executed this Third Amended and
Restated Rights Agreement as of the day and year first above written.
THE COMPANY:
ALTIGEN COMMUNICATIONS, INC.
By:_________________________________________
Xxxxxxx Xx, President
FOUNDER:
XXXXXXX XX
____________________________________________
INVESTOR:
JEN - XX XXXX YEH
--------------------------------------------
(Print Name)
By: /s/ Xxxxx Xxxx Yeh
-----------------------------------------
Title:______________________________________
-60-
EXHIBIT A
---------
Schedule of Investors
Xxxxx Xxxxx Bor-Xxxx Xxxx
00000 Xxxxx Xxxxx Xx. x/x Xxxxxx Xx
Xxxxxxxx, XX 00000 16F-2, Xx. 00, Xxxxxxx 0
Xxxxxxxxx Xxxx
Xxxxxx, Xxxxxx, X.X.X.
Ching-Xxxx Xxxxx
2F. No. 28, Lane 17
Min Sheng Road Xxxxx Xxxxx Xxxx Xxxxx
Xxxxxxx Xxxxxx 0xx Xxxxx, Xxxx 0, Xx. 00
Xxxxxx, Xxxxxx, R.O.C. Section 0
Xxxxx Xxxx X. Xxxx
Xxxx-Xxxx Xxxxx Xxxxxx, Xxxxxx, R.O.C.
6th Floor, No. 560, Section 4
Xxxxx-Xxxxx East Road Xxx Xxxx
Taipei, Taiwan, R.O.C. 10F, #A
8 Broadcast Xx.
Xxx-Xxxxx (Simon) Xxxxx Xxxxxxx Xxxx,
0X-0, #0, Xxxx 000 XXXX XXXX
Tong-Hwa Street
Taipei, Taiwan, R.O.C. Han Xxxxx Xxxx
1st Floor, No. 28
Wen-Xxxx Xxxxx Alley 15, Lane 20
Department Of Communication Engineering Xxxx-Xxxxx X. Rd., Section 6
National Xxxxx-Xxxx University Taipei, Taiwan, R.O.C.
Hsinchu, Taiwan, R.O.C.,
Hung-Xxxx Xxxx
Ya-Xxxx Xxxxx Xx. 000, 0xx Xxxxx, Xxxxxxx 0
00X-0, Xx. 95, Sec. 2 Xxx-Xxxx East Road
Roosevelt Road Taipei, Taiwan, R.O.C.
Taipei, Taiwan, R.O.C.
Xxxx-Xxx Xxxxx (Xxxxxx) Xxxx
Xx-You Xxxxx 1F, No. 23, Lane 4
Xx. 0, Xxxxx 00, Xxxx 000 Xx Xxxxx Street
Tu-Chen Road, Xx Xx Taipei, Taiwan, R.O.C.
Xxx Xxxxx Country,
Taiwan, R.O.C.
Jaw-Xxx Xxxx
Xxxxxx Xxxx 00 Xxxxxxxxxxx Xxxxx
000 Xxxxxxx Xxxx Xxxxxxx, XX 00000
Xxxxxx, XX 00000
X-0
Xxxx-Xxx Xxxx Xxxxxxx Xxxx
0X, Xx. 000-0, Section 3 00000 Xxx Xxxxx
Xxxxx Xxxx Xxxx Xxxxxxxx, XX 00000
Taipei, Taiwan, R.O.C.
Xxxxxx Xxx
Bin-Xxx Xxxxx AltiGen Communications, Inc.
21F-3, No. 95, Section 2 00000 Xxxxxxx Xxxx.
Xxxxxxxxx Xxxx Xxxxxxx, XX 00000
Taipei, Taiwan, R.O.C.
Xxxx Xxx-Xxxxx
Xxxxxx Xxxxx 0000 Xxxxxx Xxxx Xxxxx
1-7, Lane 8 Xxx Xxxx, XX 00000
Xxxxx-Xxxx Street
Taipei, Taiwan, R.O.C. Vi Xxxxx
0000 Xxxxxxxxxx Xxx
Xxxx-Xxxx Xxxxx Xxx Xxxx, XX 00000
21F-3, Xx. 00, Xxxxxxx 0
Xxxxxxxxx Xx. Xxx-Xxx Xxx
Xxxxxx, Xxxxxx, R.O.C. 16F-2, Xx. 00, Xxxxxxx 0
Xxxxxxxxx Xx.
Xxxxxx Xxxx Xxxxxx, Xxxxxx, R.O.C.
0000 Xxxxxxxx Xx.
Xxxxxxx, XX 00000 Forefront Venture Partners L.P.
Attn: Xxxxxxx Xxxxx
Liang-Xxx Xxxx 1737 North Xxxxx Xxxxxx
00X, Xx. 000, Section 2 Suite 000
Xxxxx Xxx X. Xx. Xxx Xxxx, XX 00000
Taipei, Taiwan, R.O.C.
Sing Ling P. Xxxx
Xxxx'x Living Trust Dated 12/2/86 16F-2, No. 95, Section 2
00000 Xxx Xxxxxx Xx. Xxxxxxxxx Xx.
Xxxxxxxx, XX 00000 Taipei, Taiwan, R.O.C.
Long-Xxx Xxx Xxxx Xxxx
0xx Xxxxx, Xx. 0, Xxxx 00 000 Xxxxxx Xxx., #000
Xxxx Xxxxx St. Los Gatos, CA 95030
Taipei, Taiwan, R.O.C.
Goldberry Properties Ltd.
Shiu-Gin Xxx Xxxx Attn: Xxxxx Xxxx
0xx Xxxxx, Xx. 00-0, Xxxx 4 Xx. 000, 0xx Xxxxx, Xxxxxxx 0
Xx-Xxxxx Xx. Xxx-Xxxx East Road
Taipei, Taiwan, R.O.C. Taipei, Taiwan, R.O.C.
Xxxxx Xxxxxxxxxx Ram Xxxx Xxxxx
AltiGen Communications, Inc. 15000 Blue Gum Ct.
00000 Xxxxxxx Xxxx. Xxxxxxxx, XX 00000
Xxxxxxx, XX 00000
A-2
GVC Corporation Hsiang-Xx Xxxxx Hu
Attn: Xxxxxxx Xxxxx 16F-2, Xx. 00, Xxx. 0
00X, Xx. 00, Sec. 0 Xxxxxxxxx Xxxx
Xxxx Xxx S. Road Taipei, Taiwan, R.O.C.
Taipei, Taiwan, R.O.C
Xxxxxxxx Xx
Tang He 000 Xxxxxxxx Xx.
0000 Xxxxxxxxxx Xxxxx Xxxxxxx, XX 00000
Xxx Xxxx, XX 00000
May Xxxx-Xxxx Hu
Xxxx Xxxxxxx 000 Xxxxxxxx Xxxxx
0000 Xxxxxxxxx Xxx Xxxxxxx, XX 00000
Xxx Xxxx, XX 00000
Xxxxxxxxx Xx
Xxxxx Xx 000 Xxxxxxxx Xx.
0000 Xxxxxxxxx Xxxxx Xxxxxxx, XX 00000
Xxx Xxxx, XX 00000
Xxx-Xxxxx Xx
Xx-Xxx Xx Xx. 00-0, Xxxx 00
0X, #218, Xxxx Xxxx S. Road Hsia-Men St.
Section 2 Taipei, Taiwan, ROC
Taipei, Taiwan, R.O.C.
Yen-Han Hu
Xxxxxxx X. Xx & Xxxxxxxxx X. Xx 30-8, Lane 99
00 Xxxxx Xxxxx Xxxx #00-00 Xxxx-xxx Xx.
Xxxxxxxxx Xxxxx 000000 Xxxxxx, Xxxxxx, R.O.C.
REPUB. OF SINGAPORE
Ching-Hong Xxxxx
Xxxx Xxxx Xx and Xxxx Xx 3F, No. 81, Sec. 3
0000 Xxxxxxx Xxx Xxxxxxxxx Xxxx
Xxxxxxxx, XX 00000 Taipei, Taiwan, R.O.C.
Xxxxx X. Xxxx Chuang-Kai (Xxxx) Xxxxx
00X, Xx.000, Section 2 0000 Xxxxxxxxx Xxxxxx
Xxxxx Xxx X. Xx. Xxxxxxx, XX 00000
Xxxxxx, Xxxxxx, X.X.X.
Xxxxxx X. Xxxxx
Xxx Xxxxx No. 8 Fu-Shun Xx.
0xx Xxxxx, Xx. 000 Xxxxxx, Xxxxxx, R.O.C.
Xxxx-Xxx X. Road
Taipei, Taiwan, R.O.C. Fei-Sun Xxxxx Xxxxx
2nd Floor, No. 8, Lane 52
Yuan-Xxxx Xxxxx Xxxx Xxxxx Xx.
00X-0, Xx. 00, Xxxxxxx 0 Xxxxxx, Xxxxxx, R.O.C.
Roosevelt Road
Taipei, Taiwan, R.O.C.
A-3
Xxxx Xxxxx InveStar Excelsus Venture Capital
000 Xxx Xxxxxxx Xxxx., Xxxx 0 Int'l, Inc. XXX
Xxxxxxxxx, XX 00000 Attn: Xxxxxx Xxxxx
Room 1201, 12th Floor
Xxxx X. Xxxxx 333 Keelung Road, Section 1
No. 8, Fu-Shun St. Taipei, Taiwan, R.O.C.
Taipei, Taiwan, R.O.C.
Chiaming Jen
Xxxxx Xxxxx 00000 Xxxxxx Xx.
No. 000, 0xx Xxxxx, Xxxxxxx 0 Xxxxxxx, XX 00000
Xxx-Xxxx East Road
Taipei, Taiwan, R.O.C. Kanematsu Semiconductor Corporation
Attn: Xxxxx Xxx, Associate Manager
Xx-Xxx Xxxxx General Affairs Dept.
1F, No. 23, Lane 4 6-1, Shintomi 1-Chome, Chuo-Ku
Pu Cheng Street Tokyo, 104-0041
Taipei, Taiwan, R.O.C. Japan
Xxxxxx X. Xxxxx Kanematsu USA, Inc.
Synnex Information Technologies, Inc. Xxxxxx Xxxxxxx
0000 Xxxxxxxxx Xxxxx 0000 X. Xxxxxx Xxxxxx
Xxxxxxx, XX 00000 Xxxxxxxxx, XX 00000
Su-Chuan Xxxx Xxxxxxxxx Corporation
c/o Xxxxxx Xx Attn: Yushiro Degawa
16F-2, Xx. 00, Xxxxxxx 0 0-0, Xxxxxxxx 1-chome,
Roosevelt Road Minato-Ku
Taipei, Taiwan, R.O.C. Tokyo, 105-8005
Japan
InveStar Burgeon Venture Capital, Inc.
Attn: Xxxxxxx Xxx Yu-Xxxx Xxx
Leeward Xxx Xxxxxxxx 0X, Xx. 00-0, Xxxx 0
Safe Haven Corporate Center Pu-Cheng Xx.
Xxxx Xxx Xx. X.X.Xxx 00000 Xxxxxx, Xxxxxx, R.O.C.
Seven Miles Beach Grand Cayman
Cayman Islands, Xxxxxxx Xxxxx
British West Indies 00 Xxxxxxxx Xx.
Xxxxxxxx, XX 00000
InveStar Dayspring Venture Group, Inc.
Attn: Controller KJL Investment Group
Room 1201, 12th Floor 00000 Xxx Xxxxxx Xxxxx
000 Xxxxxxx Xxxx, Xxxxxxx 0 Xxxxxxxx, XX 00000
Taipei, Taiwan, R.O.C.
A-4
Koos Venture Capital Co., Ltd. Xxxxx-Xxx Ln
Attn: Xxxxx Xx 0X, Xx. 0, Xxxx 00
Xx. 000 Xxxx Xxxx N. Road Xxxx Xxxxx St.
Taipei, Taiwan, R.O.C. Taipei, Taiwan, R.O.C.
Cheng-Xxx Xxx
Xxxxxxx Investments Limited Xx. 000, 0xx Xxxxx, Section 5
Attn: Andy Kit-Xxxxx Xxxx or Xxx-Xxxx East Road
Xxxxx Xx Taipei, Taiwan, R.O.C.
22/F, Hang Lung Centre
2-20 Paterson Street Tzerng-Hong (Xxx) Xxx
Causeway Bay 000 Xxxxxxx Xx.
XXXX XXXX, Xxxxxxxx, XX 00000
Shu-Xxxx Xxx Fu-Xxxx Xxx & Jyh-Xxxx Xxx
16F-2, No. 95, Section 2 Living Trust
Xxxxxxxxx Xxxx 0000 Xxxxxxx Xxxxx
Xxxxxx, Xxxxxx, X.X.X. Xxxxxxxxx, XX 00000
Xxx-Xxxxx Xxx Xxx-Xxxx Xxx
Xx. 000, 0xx Xxxxx, Xxxxxxx 0 0X, Xx. 0, Lane 000
Xxx-Xxxx Xxxx Xxxx Xxxxxxx 0
Xxxxxx, Xxxxxx, R.O.C. Dar-An Road
Taipei, Taiwan, R.O.C.
Xxxxxx Xxx
0000 Xxxxxxxxx Xx. Tzerng-hong Lin and Xxx Xx
Xxx Xxxx, XX 00000 000 Xxxxxxx Xxxxx
Xxxxxxxx, XX 00000
Xxxx Xxxxxx (Xxxxx) Xxx
000 Xxxxxx Xxxxx Xxxxx-Xxxxx Xxx Xxx
Xxxxxxx, XX 00000 000 Xxxxxx Xxxx Xx.
Xxxx Xxxx, XX 00000
Wen-Xx Xxx
16F-2, Xx. 00, Xxxxxxx 0 Xxxx-Xxxxx Xx
Xxxxxxxxx Rd. Xx. 000, 0xx Xxxxx, Xxx. 0
Xxxxxx, Xxxxxx, X.X.X. Xx Xxxx Xxxx
Xxxxxxxx Xxxx
Xxxx-Xxxx Xxxx Xxxxxx Xxxxx, Xxxxxx, X.X.X.
Xx. 000, 0xx Xxxxx, Section 5
Xxx-Xxxx East Road Xxxx X. Xx
Taipei, Taiwan, R.O.C. Landmark Technology
0000 Xxx Xxxxxxx Xxxx
Xxxxx-Xxx (Xxxxx) Xxxx Xxx Xxxx, XX 00000
11F-1, Xx. 00, Xxx. 0
Xxx Xxx Xxxxx Xx.
Xxxxxx, Xxxxxx, X.X.X.
A-5
Xxxxx X.X. Xx Pacific Rim Capital, LLC
Landmark Technology Attn: T. Xxxxxxx Xxxx
0000 Xxx Xxxxxxx Xxxx 0000 Xxxxxxxxxx Xxxxxx
Xxx Xxxx, XX 00000 Xxxxxxxx Xxxx, XX 00000
Su-Xxx Xx Emmanuel (Xxxx) Xxxxxx
Xx. 0, Xxxx 000 1608 Frost Drive
Xx Xxxx E. Road San Jose, CA 95131
Xxxx Xxx
Taipei, Taiwan, R.O.C. Xx-Xxxx (AKA Xxxxx) Peng
000 Xxxxxxx Xxxxx
Xxxxxx Xxx Xx Xxxxxxxx, XX 00000
Irell & Xxxxxxx
1800 Avenue of the Stars Xxxxxxx Xxxxxx
Suite 900 000 Xxxxxxxxx Xxxxx
Xxx Xxxxxxx, XX 00000 Xxx Xxxx, XX 00000
Sun Lu Xxxxxxxxxxx Xxxxxxxxxxx
Landmark Technology AltiGen Communications, Inc.
0000 Xxx Xxxxxxx Xxxx 00000 Xxxxxxx Xxxx.
Xxx Xxxx, XX 00000 Xxxxxxx, XX 00000
En-Xxxxx Lung Xxxxxx Xxxxx Trustee FBO Xxxx
47267 Yucatan Dr. Childrens Trust Dated 11/7/83
Xxxxxxx, XX 00000 00000 Xxx Xxxxxx Xx.
Xxxxxxxx, XX 00000
Mon Xxx Xxxx and Xxxxx X. Xxxx, Trustee
of the Tsai Family Trust U/D/T, Xxxxxxx X. Xxxxxxxx
dated 11/29/95 95 Professional Cent.
000 Xxxxxxxx Xxxxx Xxx Xxxxxx, XX 00000
Xxxx Xxxx, XX 00000
SCF Investment Group
Xxxxx Xxxxxx 00000 Xxx Xxxxxx Xx.
0000 Xxxxxx Xxx. Xxxxxxxx, XX 00000
Xxx Xxxx, XX 00000
Xxxxxxx Xxxxxxx
Nitsuko Corporation 00000 Xxxxx Xx.
Attn: Xx. Xxxx, President Xxx Xxxxx, XX 00000
c/o Xx. Xxxx Xxxxxxxx
Sumitronics Xxxx-Xxxx Xxxx
2900 Xxxxxxx Xxxxx Drive 3F, No. 81, Sec. 3
Xxxxx Xxxxx, XX 00000 Roosevelt Road
Taipei, Taiwan, R.O.C.
Xxxxx Xxxxxx
00000 Xxxxxxxxx Xx.
Xxxxxxx, XX 00000
A-6
Shu-Xxx Xxxx Sumitomo Corporation
Xx. 000, 0xx Xxxxx, Section 5 Attn: Xxxxxx Xxxxxxxx
Xxx-Xxxx East Road Information Electronics Dept.
Taipei, Taiwan, R.O.C. 0-0-0, Xxxxxxxxxxxx
Xxxxxxx-xx
Xxxxx-Xxx Xxxxx Tokyo, 100-8601
0000 Xxxxxxxx Xxx Xxxxx
Xxx Xxxx, XX 00000
Sumitronics
Xxxxx Xxxx Attn: Xxx Xxxxxxxx
0000 Xxxxxx Xxxx Xxxxx 0000 Xxxxxxx Xxxxx Xxxxx
Xxx Xxxx, XX 00000 Xxxxx Xxxxx, XX 00000
Li Xxxxx Xxxx Xxxxx Xxxxxx Sun
Xxxx 0X, Xxxxx 00 x/x Xxx Xxx
XXXXX-XXX 0000 Xxxxxxxx Xxxxxx
Clear Xxxxx Xxx Xxx Xxxxx, XX 00000
Xxxxxxx, XXXX XXXX
The Xxxx Xxxx-Hwa Sun and
Xxxxxxxx Xxxx Meiling Sun 1993 Family Trust
0000 Xxxxxx Xxxx Xxxxx 00000 Xxxxxxx Xxxx
Xxx Xxxx, XX 00000 Xxx Xxxxx Xxxxx, XX 00000
Masaharu Shinya Tsyr-Yi (Xxxxxxx) Sun
1-6-1-3601 Harumi 000 Xxxxxx Xxxxx
Xxxx-xx Xxxxxxx, XX 00000
Tokyo, 104-0053
JAPAN Tze-Xxx Xxxx
00X, 000, Xxxxx Xxx X. Xxxx
Xxxx-Xxxx Shy Xxxxxxx 0
00X-0, Xx. 00, Xxxxxxx 0 Xxxxxx, Xxxxxx, R.O.C.
Roosevelt Road
Taipei, Taiwan, R.O.C. Synnex Information Technologies, Inc.
Attn: President
Yeou-Xxxx Xxxx 0000 Xxxxxxxxx Xxxxx
0X, Xx. 0, Alley 1, Lane 78 Fremont, CA 94538
Wun Hwa Road
Hsintien Shu Xxxx Xxx
Taipei, Taiwan, R.O.C. 0000 Xxxxxxxxx Xxxxxx
Xxxxxxx, XX 00000
Sumisho Electronics Corporation
Attn: Xxx Xxxxx or X. Xxxxxxxx Xxxx Xxxx Xxxx
0-00, Xxxxxxxxxxx-xxx 00X, 201, Section 2
Shinjyuku-ku Xxxxx Xxx X. Xx.
Xxxxx, 000-0000 Xxxxxx, Xxxxxx, X.X.X.
Japan
A-7
Tech Alliance Corp. TSS Enterprises
Attn: Xxxxx Xxxx Attn: Xxx Xxxx
00X, 000 Xxxxx Xxx X. Xxxx 2378 W. 239th Street
Section 2 Torrance, CA 90501
Taipei, Taiwan, R.O.C
Xxxxxx Xxx Xxx Xxx
Technology Partners Venture Capital c/o Crimsonasia Capital
Attn: Shang Xx Xxxx Singapore Pte. Ltd.
0X-0, Xx. 000, Xxx-Xxx Xxxx 250 North Bridge Road
Hsin-Chu, Xxxxxx, X.X.X. #00-00 Xxxxxxx Xxxx Xxxxx
XXXXXXXXX 000000
Techgains Corporation
Attn: Xxx Xxxx Xxxxx X. Xxxx
0000 X. 000xx Xxxxxx No. 108, 9th Floor, Section 5
Xxxxxxxx, XX 00000 Xxx-Xxxx East Road
Taipei, Taiwan, R.O.C.
Technology Associates Corporation
Attn: Xxxxx X. Xxxx Xxxxx Xxxx
11F. 000, Xxxxx Xxx X. Xx 0X, Xx. 00-0, Xxxx 13
Section 2 Xxxx-Xxxx Street
Taipei, Taiwan, R.O.C. Taipei, Taiwan, R.O.C.
Tekkang Management Consulting Inc. Jui-Xxxx Xxxx
Attn: Chairman Xx. 000, 0xx Xxxxx, Xxxxxxx 0
00X, 000,Xxxxx Xxx S. Road Xxx-Xxxx East Road
Section 2 Taipei, Taiwan, R.O.C.
Taipei, Taiwan, R.O.C.
Xxxxx Xxxx
Xxxx Xxxx AltiGen Communications, Inc.
00 Xxxxx Xxxxxx Xx. 00000 Xxxxxxx Xxxx.
Xxxxxxxxxx, XX 00000 Xxxxxxx, XX 00000
TSC Investment Advisors, Inc. Xxxxx X. Xxxx
Attn: Shang Xx Xxxx Xx. 000, 0xx Xxxxx, Xxxxxxx 0
0X, Xx. 00, Chien-Xxx Xxx-Xxxx East Road
North Road, Section 1 Taipei, Taiwan, R.O.C.
Taipei, Taiwan, R.O.C.
Li-Xxx Xxxx
Nai-Min Xxxxx Xx. 00
Xx. 000-00, Hai-Hu Tsun Xxxx Xxxx Road
Lu-Xxx Xxxxxx Hsintien
TaoYuan, Taiwan, R.O.C. Taipei, Taiwan, R.O.C.
Sang-Xxx Xxxxx Xxxxx Xxxx
No. 186-30, Hai-Hu Tsun 00000 Xxxxxxx Xxxxxx
Xx-Xxx Xxxxxx Xxxxxxxx, XX 00000
TaoYuan, Taiwan, R.O.C.
A-8
Xxxxx Xxxxx
000 Xxxxxxx Xxxxxx
Xxxxx Xxxxx, XX 00000
Xxxx Xxxx Xxxxx
000 Xxxxx Xxxxxx
Xxxx Xxxx, XX 00000
Xxxx-Xxx Xxx Xx
00000 Xxxxxxx Xxxxx
Xxxxxxx, XX 00000
Teng-Xxxxx Xx and Xxxxx-Xxxxx X.
Xx, Trustee of Teng-Xxxxx Xx and
Xxxxx-Xxxxx X. Xx 1994 Family Trust
0000 Xxxxxxx
Xxxxxx Xxxxx, XX 00000-0000
Xxxxxxxx Xx
000 - 00xx Xxxxxx
Xxx Xxxxx, XX 00000
Li-Xxxxx Xx
16F-2, Xx. 00, Xxxxxxx 0
Xxxxxxxxx Xx.
Xxxxxx, Xxxxxx, X.X.X.
Xxx-Xxxx Xx
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Xx. 00-0, 0xx Xxxxx
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Xxxxxx, Xxxxxx, X.X.X.
Tze-Yu Yuan
0X-0, #0, Xxxx 000
Xxxx-Xxx Xxxxxx
Xxxxxx, Xxxxxx, R.O.C.
A-9
