Exhibit 4.2
REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is entered into as
of this May 22, 2003, by and among PLX Technology Inc., a Delaware corporation
("PLX"), and those individuals listed on Exhibit A.
RECITALS
1. In connection with that certain Agreement and Plan of Reorganization
dated as of May 6, 2003 (the "Reorganization Agreement"), by and among PLX, HT
Acquisition Sub, LLC, a Delaware limited liability company ("Merger Sub"), HiNT
Corporation, a California corporation ("Company"), and Xxxxxxx Xxxxx, as the
Shareholders' Agent, the parties have agreed to the acquisition of Company by
PLX through the merger of the Company with and into Merger Sub. All capitalized
terms used herein, but not defined, shall have the meanings ascribed to such
terms in the Reorganization Agreement.
2. Pursuant to the Reorganization Agreement, at the Effective Time,
each outstanding share of Company Capital Stock will be converted into the right
to receive cash and shares of Common Stock of PLX ("PLX Shares"); and that all
Company Options and Company Warrants then outstanding shall be converted,
respectively, into options to purchase shares of Common Stock of PLX ("PLX
Options") and warrants to purchase shares of Common Stock of PLX ("PLX
Warrants").
3. It is currently contemplated that the PLX Shares, the PLX Options
and the PLX Warrants will be issued to the Company Shareholders, optionholders
and warrantholders, as applicable, in a private placement as "restricted
securities" as defined under Rule 144 of the Securities Act.
4. In order to induce the Company to enter into the Reorganization
Agreement, PLX has agreed to provide the registration rights as set forth
herein.
NOW THEREFORE, in consideration of the foregoing and the mutual agreements
and covenants herein contained, the parties agree as follows:
AGREEMENT
1. Definitions. As used in this Agreement, the following terms shall
have the following respective meanings:
(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 and the declaration or ordering of the
effectiveness of such registration statement;
L-1
(b) The term "Registrable Securities" means: (i) the PLX Shares
(including shares subject to the escrow provisions of the Reorganization
Agreement and any shares issued pursuant to the earn-out provisions of the
Reorganization Agreement), (ii) the shares of PLX Common Stock issued or
issuable upon exercise of the PLX Options and PLX Warrants (collectively, the
"Conversion Shares"), and (iii) the shares of PLX Common Stock issued or
issuable as a result of any stock dividend or stock split or in connection with
a combination of shares, recapitalization, merger, consolidation or other
reorganization and any other securities issued pursuant to any other pro rata
distribution with respect to, or in exchange for or in replacement of, the PLX
Shares, and the Conversion Shares; provided, however, that shares of PLX Common
Stock shall not be treated as Registrable Securities if such shares: (v) in the
case of Conversion Shares issuable upon exercise of PLX Options, are covered by
an effective registration statement on Form S-8 under the Securities Act (or any
successor or other appropriate form) (w) are sold under any registration under
the Securities Act or pursuant to the Shelf Registration Statement (as defined
below); (x) are sold by a person in a transaction in which rights under this
Agreement are not assigned in accordance with the terms of this Agreement; (y)
are sold pursuant to Rule 144 (including any successor provision, "Rule 144")
promulgated under the Securities Act or (z) in the opinion of counsel to PLX,
may be sold in a transaction exempt from the registration and prospectus
delivery requirements of the Securities Act so that all transfer restrictions
and legends with respect thereto are removed from the certificates representing
such shares upon the consummation of such sale;
(c) The term "Holder" means any holder of outstanding Registrable
Securities who is (i) a Company Shareholder or a holder of the Company Options
and/or Company Warrants, as the case may be; or (ii) any person to which the
registration rights provided for in this Agreement shall have been properly
assigned or otherwise transferred in accordance with Section 9 hereof;
(d) The term "Securities Act" shall mean the Securities Act of
1933, as amended, and the rules and regulations of the Commission thereunder,
all as the same shall be in effect at the time;
(e) The term "Exchange Act" shall mean the Securities Exchange Act
of 1934, as amended, and the rules and regulations of the Commission thereunder,
all as the same shall be in effect at the time; and
(f) The term "Commission" shall mean the Securities and Exchange
Commission or any other federal agency at the time administering the Securities
Act and the Exchange Act.
L-2
2. Registration of the Registrable Securities.
(a) Shelf Registration. PLX will file with the Commission a shelf
registration statement on Form S-3 (or any similar successor or replacement
form) (the "Shelf Registration Statement") pursuant to Rule 415 of the
Securities Act, providing for the public offering of all the Registrable
Securities on a continuous or delayed basis. PLX will use its best efforts to
prepare and file the Shelf Registration Statement within 10 days after the
Closing of the Merger and to cause such Shelf Registration Statement to be
declared effective by the Commission as soon as possible but in no event later
than 90 days after such filing. The Shelf Registration Statement shall only
cover the Registrable Securities of Holders who have executed the Holder
Representation and Lock-Up Agreement.
(b) Shelf Registration Duration. PLX will use commercially
reasonable efforts to keep the Shelf Registration Statement continuously
effective until the earlier of (i) such time as all of the Registrable
Securities have been sold pursuant to such Shelf Registration Statement or Rule
144 under the Securities Act; or (ii) the date on which the Registrable
Securities may be sold without volume restrictions in accordance with Rule 144
(the earlier of such dates, the "Shelf Registration Termination Date").
(c) Limitations. PLX shall not be obligated to take any action to
effect any registration pursuant to this Section 2 in any particular
jurisdiction in which PLX would be required to execute a general consent to
service of process in effecting such registration, qualification or compliance
under the securities or blue sky laws of such jurisdiction within the United
States and its possessions and territories unless PLX is already subject to
service in such jurisdiction and except as may be required by the Securities
Act.
(d) No Underwriting. No sale of Registrable Securities under any
registration statement pursuant to this Agreement may be effected pursuant to
any underwritten offering without PLX's prior written consent, which may be
withheld in its sole and absolute discretion.
3. Expenses of Registration. All expenses incurred in connection with
any registration pursuant to Section 2, including without limitation, all
registration, filing and qualification fees, printing expenses, fees of the
National Association of Securities Dealers, Inc., or listing fees, all fees and
expenses of complying with state securities laws or blue sky laws, fees and
disbursements of counsel for PLX, expenses of any special audits incidental to
or required by such registration shall be borne by PLX. PLX shall not be
required to pay underwriters' discounts, commissions, or stock transfer taxes
relating to Registrable Securities or the fees and disbursements of any counsel
retained by the Holders.
4. Registration Procedures. In the case of the registration effected by
PLX pursuant to this Agreement, PLX at its expense (except as otherwise provided
in Section 3 above), will:
L-3
(a) furnish to the Holders participating in such registration such
number of copies of the registration statement, preliminary prospectus, final
prospectus and other documents incident thereto as such Holders from time to
time may reasonably request;
(b) prepare and file with the Commission (and promptly notify the
participating Holders of such event) such amendments and supplements to such
registration statement and the prospectus used in connection with such
registration statement as may be necessary to comply with the provisions of the
Securities Act with respect to the disposition of all securities covered by such
registration statement;
(c) subject to Section 2(c) above, use its best efforts to
register or qualify the Registrable Securities covered by such registration
statement under such state securities or blue sky laws of such jurisdictions as
such participating Holders may reasonably request by the time the registration
statement relating thereto is declared effective by the Commission and as shall
be appropriate for the distribution of the Registrable Securities;
(d) notify Shareholders' Agent promptly and, if requested by a
Holder or his or her counsel, confirm such advice in writing to such Holder or
counsel promptly (i) when a registration statement has become effective and when
any post-effective amendments and supplements thereto become effective, (ii) of
any request by the Commission or any state securities authority for
post-effective amendments and supplements to a registration statement that has
become effective, (iii) of the issuance by the Commission or any state
securities authority of any stop order suspending the effectiveness of a
registration statement or the initiation of any proceedings for that purpose,
(iv) of the receipt by PLX of any notification with respect to the suspension of
the qualification of the Registrable Securities for sale in any jurisdiction or
the initiation or threatening of any proceeding for such purpose, and (v) of any
determination by PLX that a post-effective amendment to a registration statement
would be appropriate.
5. Indemnification.
(a) PLX hereby indemnifies, defends, protects and holds harmless
each Holder, such Holder's officers and directors, if any, each person who
participates in the offering of such Registrable Securities, including
underwriters (as defined in the Securities Act), and each person controlling
such Holder or participating person within the meaning of the Securities Act, if
any, with respect to which registration, qualification or compliance has been
effected pursuant to this Agreement, against all claims, losses, damages, costs,
expenses and liabilities, joint or several, to which they may become subject
under the Securities Act or otherwise (or actions or proceedings in respect
thereof) arising out of or based on (i) any untrue statement, (or alleged untrue
statement) of a material fact contained in any registration statement (including
any amendment or supplement thereto), prospectus, offering circular or other
similar document (including any related registration statement, notification or
the like) incident to any such registration, qualification or compliance, or any
omission (or alleged omission) to state
L-4
therein a material fact required to be stated therein or necessary to make the
statements therein not misleading in the light of the circumstances under which
they were made or (ii) any violation by PLX of the Securities Act, the
Securities Exchange, or any state securities law or of any rule or regulation
promulgated under the Securities Act, the Exchange Act or any state securities
law applicable to PLX and relating to action or inaction required of PLX in
connection with any such registration, qualification or compliance, and will
reimburse each such Holder, such Holder's officers and directors, if any, such
participating person and each person controlling the Holder or participating
person, if any, for any legal and any other expenses reasonably incurred in
connection with investigating or defending any such claim, loss, damage,
liability or action, provided, however, that (x) PLX will not be liable in any
such case to the extent that any such claim, loss, damage, liability, or action
arises out of or is based on any untrue statement (or alleged untrue statement)
or omission (or alleged omission) made in connection with such registration
statement, based upon written information furnished to PLX by an instrument duly
executed by the Holder and stated to be specifically for use therein or
furnished by the Holder to PLX in response to a request by PLX stating
specifically that such information will be used by PLX therein, and (y) in the
event an underwritten public offering is involved, such indemnity agreement
shall not inure to the benefit of the Holder, insofar as it relates to any such
untrue statement (or alleged untrue statement) or omission (or alleged omission)
made in the preliminary prospectus or prospectus but eliminated or remedied in
the amended prospectus on file with the Commission at the time the registration
statement becomes effective or in the amended prospectus filed with the
Commission pursuant to Rule 424(b) under the Securities Act or in any subsequent
amended prospectus filed with the Commission prior to the written confirmation
of the sale of the Registrable Securities at issue (collectively, the "Final
Prospectus"), if a copy of the Final Prospectus was not furnished to the person
or entity asserting the loss, liability, claim or damage at or prior to the time
such action is required by the Securities Act.
(b) Each Holder hereby agrees if Registrable Securities held by or
issuable to such Holders are included in the securities to which such
registration, qualification or compliance is being effected, to indemnify,
defend, protect and hold harmless, severally and not jointly, PLX, PLX's
directors and officers, each person who participates in the offering of such
Registrable Securities, including underwriters as defined in the Securities Act,
if any, each person who controls PLX within the meaning of the Securities Act,
with respect to such registration against all claims, losses, damages, costs,
expenses and liabilities, joint or several, to which PLX may become subject
under the Securities Act, or otherwise (or actions or proceedings in respect
thereof) arising out of or based on any untrue statement (or alleged untrue
statement) of a material fact contained in any such registration statement,
prospectus, offering circular or other similar document (including any related
registration statement, notification or the like) incident to any such
registration, qualification or compliance, or based on any omission (or alleged
omission) to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading in the light of the
circumstances under which they were made, and will reimburse PLX, such
directors, officers, persons, underwriters, such participating persons and each
person controlling PLX or participating
L-5
person for any legal or any other expenses reasonably incurred in connection
with investigating or defending any such claim, loss, damage, costs, expense,
liability or action, in each case to the extent, but only to the extent, that
such untrue statement (or alleged untrue statement) or omission (or alleged
omission) is made in such registration statement, prospectus, offering circular
or other document in reliance upon and in conformity with written information
furnished to PLX by an instrument duly executed by such Holder and stated to be
specifically for use therein or furnished by such Holder to PLX in response to a
request by PLX stating specifically that such information will be used by PLX
therein, provided, however, that the foregoing indemnity agreement is subject to
the condition that, in the event an underwritten public offering is involved,
such indemnity agreement shall not inure to the benefit of PLX or any
underwriter insofar as it relates to any such untrue statements (or alleged
untrue statements) or omission (or alleged omission) made in the preliminary
prospectus or prospectus but eliminated or remedied in the Final Prospectus, if
a copy of the Final Prospectus was not furnished to the person or entity
asserting the loss, liability, claim or damage at or prior to the time such
action is required by the Securities Act, and provided further that the
liability of each Holder hereunder shall be limited to the net proceeds received
by such Holder from the sale of Registrable Securities covered by such
registration statement.
(c) Each party entitled to indemnification under this Section 5
(the "Indemnified Party") shall give notice to the party required to provide
indemnification (the "Indemnifying Party") promptly after such Indemnified Party
has actual knowledge of any claim as to which indemnity may be sought, and shall
permit the Indemnifying Party to assume the defense of any such claim or any
litigation resulting therefrom. The Indemnifying Party shall, subject to the
reasonable approval of the Indemnified Party, select the counsel who shall
conduct the defense of such claim or litigation. The failure of any Indemnified
Party to give notice as provided herein shall relieve the Indemnifying Party of
its obligations under this Agreement only to the extent that such failure to
give notice shall materially prejudice the Indemnifying Party in the defense of
any such claim or any such litigation. No Indemnifying Party, in the defense of
any such claim or litigation, shall, except with the written consent of each
Indemnified Party, consent to entry of any judgment or enter into any settlement
that attributes any liability to the Indemnified Party, unless the settlement
includes as an unconditional term thereof the giving by the claimant or
plaintiff to such Indemnified Party of a full and unconditional release from all
liability in respect to such claim or litigation. If any such Indemnified Party
shall have been advised by counsel chosen by it that there may be one or more
legal defenses available to such Indemnified Party that are different from or
additional to those available to the Indemnifying Party, the Indemnifying Party
shall not have the right to assume the defense of such action on behalf of such
Indemnified Party and will reimburse such Indemnified Party and any person
controlling such Indemnified Party for the reasonable fees and expenses of any
counsel retained by the Indemnified Party, it being understood that the
Indemnifying Party shall not, in connection with any one action or separate but
similar or related actions in the same jurisdiction arising out of the same
general allegations or circumstances, be liable for the reasonable fees and
expenses of more than one separate firm of attorneys for each Indemnified Party
or controlling person (and all other Indemnified Parties and controlling persons
which may be represented
L-6
without material conflict by one counsel), which firm shall be designated in
writing by the Indemnified Party (or Indemnified Parties, if more than one
Indemnified Party is to be represented by such counsel) to the Indemnifying
Party. The Indemnifying Party shall not be subject to any liability for any
settlement made without its consent, which shall not be unreasonably withheld.
(d) If the indemnification provided for in this Section 5 from the
Indemnifying Party is unavailable to an Indemnified Party hereunder in respect
of any losses, claims, damages, liabilities or expenses referred to therein,
then the Indemnifying Party, in lieu of indemnifying such Indemnified Party,
shall contribute to the amount paid or payable by such Indemnified Party as a
result of such losses, claims, damages, liabilities or expenses in such
proportion as is appropriate to reflect the relative fault of the Indemnifying
Party and Indemnified Parties in connection with the actions which resulted in
such losses, claims, damages, liabilities or expenses, as well as any other
relevant equitable considerations. The relative fault of such Indemnifying Party
and Indemnified Parties shall be determined by reference to, among other things,
whether any action in question, including any untrue or alleged untrue statement
of a material fact or omission or alleged omission to state a material fact, has
been made by, or relates to information supplied by, such Indemnifying Party or
Indemnified Parties, and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such action. The amount paid
or payable by a party as a result of the losses, claims, damages, liabilities
and expenses referred to above shall be deemed to include any legal or other
fees or expenses reasonably incurred by such party in connection with any
investigation or proceeding.
The parties hereto agree that it would not be just and equitable if
contribution pursuant to this Section 5(d) were determined by pro rata
allocation or by any other method of allocation which does not take account of
the equitable considerations referred to in the immediately preceding paragraph.
No person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Securities Act) shall be entitled to contribution from any person
who was not guilty of such fraudulent misrepresentation.
6. Information by Holder. The Holder or Holders of Registrable
Securities included in any registration shall furnish to PLX such information
regarding such Holder or Holders and the distribution proposed by such Holder or
Holders as PLX may reasonably request in writing and as shall be required in
connection with any registration, qualification or compliance referred to in
this Agreement.
7. Rule 144 Reporting. With a view to making available to the Holders
the benefits of certain rules and regulations of the Commission which may permit
the sale of Registrable Securities to the public without registration, PLX
agrees to:
(a) make and keep public information available, as those terms are
understood and defined in Rule 144;
L-7
(b) use its best efforts to file with the Commission in a timely
manner all reports and other documents required of PLX under the Securities Act
and the Securities Exchange Act; and
(c) furnish to any Holder, so long as such Holder owns any
Registrable Securities, forthwith upon written request a written statement by
PLX that it has complied with the reporting requirements of said Rule 144, the
Securities Act and the Exchange Act (at any time after it has become subject to
such reporting requirements), a copy of the most recent annual or quarterly
report of PLX, and such other reports and documents so filed by PLX as such
Holder may reasonably request in availing itself of any rule or regulation of
the Commission permitting the Holder to sell any such securities without
registration.
8. Suspension of Registration Statement. Notwithstanding anything to
the contrary set forth in this Agreement, PLX's obligation under this Agreement
to amend or supplement a Shelf Registration Statement shall be suspended (and
each Holder agrees that it will forthwith discontinue disposition of Registrable
Securities pursuant to the Shelf Registration Statement) in the event and during
such period as circumstances exist (including, without limitation (i) an
underwritten offering by PLX if PLX is advised in writing by an independent
investment banking firm that sale of the shares under the Shelf Registration
Statement would have a material adverse effect on PLX's offering or (ii) pending
negotiations relating to, or consummation of, a transaction, or the occurrence
of an event or the existence of facts and circumstances that would require
additional disclosure of material information by PLX in the registration
statement or such filing, as to which PLX has a bona fide business purpose for
preserving confidentiality or which renders PLX unable to comply with Commission
requirements) (such circumstances being hereinafter referred to as a "Suspension
Event") that would make it impractical or unadvisable in the good faith judgment
of the Board of Directors of PLX, to amend or supplement the Shelf Registration
Statement (or to permit dispositions of Registrable Securities under the Shelf
Registration Statement), but such suspension shall continue only for so long as
such event or its effect is continuing, provided, further, that the aggregate
number of days in any consecutive twelve (12) month period during which such
suspension shall continue does not exceed 30 days per occurrence or more than 60
days in the aggregate. Any such suspension may not occur until after at least
thirty (30) days after the effectiveness of the Shelf Registration Statement.
PLX shall notify the Holder of the existence and, in the case of circumstances
referred to in clause (i) of this Section 8, of the nature of any Suspension
Event by providing a suspension notice (a "Suspension Notice") to such Holder.
If not more than 72 hours prior to the receipt of a Suspension Notice, a Holder
has provided PLX with written notice of a proposed sale of Registrable
Securities, the Holder may sell Registrable Securities as specified in such
notice, and thereafter the Holder shall suspend all sales of Registrable
Securities until such sales may be recommenced pursuant to the provisions of
this Section. The Holders may recommence effecting sales of the Registrable
Securities pursuant to the Shelf Registration Statement or such filings
following further notice to such effect from PLX to the Shareholders' Agent,
which notice shall be given by PLX not later than two (2) business days after
the conclusion of any Suspension Event (a "Termination Notice"). If
L-8
so directed by PLX, each Holder will deliver to PLX all copies, other than
permanent file copies then in such Holder's possession, of the prospectus
covering such shares of Registrable Securities that was current at the time of
receipt of such notice.
9. Transfer of Registration Rights. Except as otherwise provided
herein, the rights to cause PLX to register securities granted by PLX under
Section 2 may be assigned or otherwise conveyed to a transferee, assignee or
successor of Registrable Securities, who shall be considered a "Holder" for
purposes of this Agreement; provided that, (i) such transfer is effected in
accordance with applicable federal and state securities laws, (ii) such
transferee, assignee or successor becomes a party to this Agreement or agrees in
writing to be subject to the terms hereof to the same extent as if he were an
party hereto, and (iii) PLX is given written notice by such Holder of said
transfer, stating the name and address of said transferee, assignee or successor
and identifying the securities with respect to which such registration rights
are being assigned.
10. Successors and Assigns. Except as otherwise provided herein, the
terms and conditions of this Agreement shall inure to the benefit of and be
binding upon the respective successors and assigns of the parties. Nothing in
this Agreement, express or implied, is intended to confer upon any party other
than the parties hereto or their respective successors and assigns any rights,
remedies, obligations, or liabilities under or by reason of this Agreement,
except as expressly provided in this Agreement.
11. Governing Law. This Agreement shall be governed by and construed
under the laws of the State of California as applied to agreements made and to
be performed entirely within the State of California. The parties to this
Agreement hereby agree to submit to personal jurisdiction in the State of
California.
12. 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. Facsimile signatures
shall be deemed effective execution of this Agreement and may be relied upon as
such by the other party to this Agreement. In the event facsimile signatures are
delivered, originals of such signatures shall be delivered to the other party to
this Agreement within three business after execution.
13. Titles and Subtitles. The titles and subtitles used in this
Agreement are used for convenience only and are not to be considered in
construing or interpreting this Agreement.
14. Notices. All notices and other communications hereunder shall be in
writing and shall be deemed given if delivered personally or by commercial
delivery service, or mailed by registered or certified mail (return receipt
requested) or sent via facsimile (with confirmation of receipt) to the parties
at the following addresses (or at such other address for a party as shall be
specified by like notice):
L-9
(i) If to Holder, at the address set forth below such Holder's signature
page at the end hereof.
With a copy to Shareholders' Agent:
Xxxxxxx Xxxxx
c/o Xxxxxx X. Xxxxx
Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx
000 Xxxx Xxxx Xxxx
Xxxx Xxxx, XX 00000
Facsimile No.: (000) 000-0000
Telephone No.: (000) 000-0000
(ii) If to PLX:
PLX Technology, Inc.
000 Xxxxx Xxxxxx
Xxxxxxxxx, XX 00000
Attention: Xxxxxxx X. Xxxxxxx
Facsimile No.: (000) 000-0000
Telephone No.: (000) 000-0000
With a copy to:
Xxxxxxxx & Xxxxxxxx LLP
000 Xxxx Xxxx Xxxx
Xxxx Xxxx, Xxxxxxxxxx 00000
Attention: Xxxxxxx X. Xxxxxxxx, Esq.
Telephone No.: (000) 000-0000
Facsimile No.: (000) 000-0000
or such other address as any party hereto may designate for itself by notice
given as herein provided.
15. Amendments and Waivers. Any term of this Agreement may be amended
and the observance of any term of the Agreement may be waived (either generally
or in a particular instance and either retroactively or prospectively) only with
the written consent of PLX and the Holders holding at least fifty percent (50%)
of the aggregate of the outstanding Registrable Securities. Any amendment or
waiver effected in accordance with this paragraph shall be binding upon each
holder of any securities subject to this Agreement at the time outstanding
(including securities into which such securities are convertible), each future
holder of all such securities, and PLX. Notwithstanding the foregoing, any
Holder may waive the effectiveness or application of any provision of this
Agreement as to itself, without affecting such effectiveness or application as
to any other Holder.
L-10
16. Entire Agreement. This Agreement and the other documents and
agreements referred to therein constitute the entire understanding and agreement
among the parties with regard to the subject matter hereof and thereof.
17. Severability. If one or more provisions of this Agreement are
determined to be unenforceable under applicable law, such provisions shall be
excluded from this Agreement and the balance of the Agreement shall be
interpreted as if such provision were so excluded and shall be enforceable in
accordance with its terms.
18. Attorneys' 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 attorneys' fees, costs and disbursements in addition to
any other relief to which such party may be entitled.
L-11
IN WITNESS WHEREOF, PLX and the Holders have executed this Agreement as of
the date indicated above.
PLX TECHNOLOGY, INC. HOLDER
By:
-------------------------------------- ------------------------------------
Xxxxxxx X. Xxxxxxx (Signature)
President and Chief Executive Officer
------------------------------------
(Print Name)
------------------------------------
(Title, if an entity)
------------------------------------
(Print Address)
------------------------------------
(Print Address)
------------------------------------
(Print Telephone Number)
------------------------------------
(Print Facsimile Number)
------------------------------------
(Social Security or Tax I.D. Number)
Number of shares of Company Capital Stock, Company Options and Company Warrants
beneficially owned by you on the date hereof:
Common Stock:
-------------------
Series A Preferred Stock:
-------------------
Stock Options:
-------------------
Warrants:
-------------------
State or Country of Residence:
-------------------
L-12
EXHIBIT A
COMPANY SHAREHOLDERS, OPTIONHOLDERS AND WARRANTHOLDERS
L-13
