AEHR TEST SYSTEMS
AMENDMENT TO REGISTRATION RIGHTS
Aehr Test Systems (the "Company") intends to enter into a common stock
purchase agreement (the "Jafco Agreement") with Jafco America Ventures, Inc.,
and certain other entities (the "Purchasers") providing for the issuance and
sale by the Company of shares of Common Stock of the Company to the Purchasers.
The representative of the Purchasers has made it a condition to the execution of
the Agreement by the Purchasers that this Amendment to Registration Rights
("Amendment") be duly executed.
Pursuant to Section 6.8 of the Capital Stock Investment Agreement dated
April 12, 1984 (the "1984 Agreement"), the Company and the undersigned holder of
a majority of the Restricted Securities (as defined in the 1984 Agreement)
agrees to the amendment of paragraph 5.3 of the 1984 Agreement, to read in full
as set forth in Exhibit I hereto.
This Amendment shall be conditioned and effective upon the closing of the
Jafco Agreement.
AEHR TEST SYSTEMS XXXXXXXX III
By /s/ Xxxx X. Xxxxxxx By /s/ illegible
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Executive Officer General Partner
EXHIBIT I
5.3 REQUESTED REGISTRATION.
(a) If at any time the Company shall be requested by the holders
of not less than 50% of the total number of shares of Restricted Securities,
the Company shall promptly, and in any case within ten (10) days, give
written notice of such proposed registration to all holders of Restricted
Securities. Thereupon the Company shall as expeditiously as possible use its
best efforts to effect the registration on Form S-1 (or on a form of general
use then in effect under the Act) of the shares of Restricted Securities
which the Company has been requested to register (i) in such request and (ii)
in any response to such notice given to the Company within twenty (20) days
after the Company's giving of such notice, in order to permit the sale or
other disposition of such shares in accordance with the intended method of
sale or other disposition given in the request and in any such response.
The Company shall be obligated to have only one (1) registration
statement declared effective pursuant to this paragraph 5.3(a). The Company
shall not be required to effect a registration statement under this paragraph
5.3(a) during the first one hundred twenty (120) days after the effective
date of any registration statement filed by the Company under paragraph 5.3
(b) or 5.4 hereof if the Company has complied with the provisions of
paragraph 5.3(b) or 5.4.
The Company may include in the registration under this paragraph
5.3(a) any other shares of Capital Stock (including issued and outstanding
shares of Capital Stock as to which the holders thereof have contracted with
the Company for "piggyback" registration rights). However, if the offering of
the Restricted Securities is proposed to be underwritten on a firm commitment
basis (i) the Company (if it is including shares in the registration for its
own account) and the holders of any other shares proposed to be included in
the registration ("Other Shares") must agree to include such shares in the
underwriting on the same terms and conditions as the holders of Restricted
Securities, and (ii) if the managing underwriter(s) determines that marketing
considerations require a limitation of the total number of shares to be
included in the registration, the managing underwriter(s) will determine the
number of shares to be included in the registration for the account of the
Company (if any) and the total number of shares to be included in the
registration for the account of all others (including the holders of
Restricted Securities), which total number shall then be allocated pro rata
among such shareholders according to the number of shares owned by each of
them. All other shares shall be excluded from the registration.
2.
(b) In addition to the registration rights granted in paragraphs
5.3(a), if a registration may be effected by the Company on Form S-3 or a
similar short-form registration statement, and the Company shall be requested by
the holders of not less than thirty percent (30%) of the total number of shares
of Restricted Securities, the Company shall, as expeditiously as possible, use
its best efforts to effect the registration on Form S-3 or a similar short-form
registration statement of the shares of Restricted Securities which the Company
has been requested to register in such request. The notice, underwriting and
cut-back provisions set forth in paragraph 5.3(a) shall also apply to any
registration pursuant to this paragraph 5.3(b).
The Company shall be obligated to have only one (1) registration
statement declared effective pursuant to this paragraph 5.3(b), and the rights
granted by this paragraph 5.3(b) may not be exercised during the first one
hundred twenty (120) days after the effective date of any registration statement
filed by the Company under paragraph 5.3(a) or 5.4 hereof if the Company has
complied with the provisions of paragraph 5.3(a) or 5.4.
3.
