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EXHIBIT 4.2.1
SKYSTREAM CORPORATION
FIRST AMENDMENT TO
SECOND AMENDED AND RESTATED RIGHTS AGREEMENT
DATED FEBRUARY 5, 1999
This Amendment is made as of the 22nd day of March, 1999, by and among
SkyStream Corporation, a California corporation (the "Company") and the
undersigned purchasers listed on the signature page hereto under the heading
Purchasers (collectively, the "Purchasers").
WHEREAS, the Company desires to raise additional capital through the
sale of additional shares of Series C Preferred Stock;
WHEREAS, the Company and certain of the Purchasers are parties to the
Second Amended and Restated Rights Agreement dated February 5, 1999 (the
"Agreement") to which the Purchasers of the additional shares of Series C
Preferred Stock shall be granted registration rights and rights of participation
with respect to the Preferred Shares;
IT IS HEREBY AGREED THAT certain sections of the Agreement as set forth
below, are hereby amended:
1. The fifth and sixth paragraphs under the section heading "Recitals" that
currently read as follows:
"WHEREAS, the parties understand the Purchasers on Exhibit B represent
the participants in the first closing under the Purchase Agreement and that
additional participants may invest in one or more second closings to be held no
later than 60 days thereafter; provided, however, that the aggregate number of
shares of Series C Preferred sold to the Purchasers shall not exceed 2,000,000
shares. The Existing Shareholders agree that such additional Purchasers shall be
treated as Purchasers hereunder upon such party's execution of a supplemental
signature page to this Agreement and the addition of such person's name to
Exhibit B hereto. Thereafter, the participants in closings after the first
closing, but not later than 60 days thereafter, shall be Purchasers for purposes
of this Agreement.
NOW, THEREFORE, in consideration of the mutual promises and covenants
hereinafter set forth, the parties agree as follows:"
are amended to read in their entirety as follows:
"NOW, THEREFORE, in consideration of the mutual promises and covenants
hereinafter set forth, the parties agree as follows:
The parties understand the Purchasers on Exhibit B represent the
participants in the first closing under the Purchase Agreement and that
additional participants may invest in one or more second closings to be held on
March 22, 1999 and on or prior to 60 days from March 22, 1999; provided,
however, that the aggregate number of shares of Series C Preferred sold to the
Purchasers shall not exceed 3,415,000 shares. The Existing Shareholders and the
Purchasers agree that such additional Purchasers shall be treated as Purchasers
hereunder upon such party's execution of a supplemental signature page to this
Agreement and the addition of such person's name to Exhibit B hereto.
Thereafter, the participants in closings after the first closing, but not later
than 60 days from March 22, 1999, shall be Purchasers for purposes of this
Agreement."
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2. Except as amended as set forth above, the Agreement shall continue in
full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the day and year first above written.
The Company: SKYSTREAM CORPORATION
a California corporation
By: /s/ Xxxxx X. Xxxxx
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Xxxxx X. Xxxxx, President
The Purchasers: BROADCAST TRUST
By: /s/ Xxxxxx X. Xxxxxx
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Name: Xxxxxx X. Xxxxxx
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Title: Administrative Trustee
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XXXXXXX X. & XXXXX X. XXX XXXXX, AUKEN
TTEEs, THE XXXXXXX G & XXXXX X. VAN
TRUST U/D/T 09/17/75
By: /s/ X. X. Xxx Xxxxx
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XXXXXXXX VIII,
A CALIFORNIA LIMITED PARTNERSHIP
By: XXXXXXXX VIII MANAGEMENT, L.L.C.
A DELAWARE LIMITED LIABILITY
COMPANY, its General Partner
By: /s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx, Authorized Signatory
[First Amendment to Second Amended and Restated Rights Agreement]
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The Purchasers: (continued) XXXXXXXX ASSOCIATES FUND III,
A CALIFORNIA LIMITED PARTNERSHIP
By: XXXXXXXX VIII MANAGEMENT, L.L.C.
A DELAWARE LIMITED LIABILITY
COMPANY, its General Partner
By: /s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx, Authorized Signatory
INSTITUTIONAL VENTURE PARTNERS VII
By Its General Partner
Institutional Venture Management VII
By: /s/ Xxxxxxxx X. Xxxx
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Xxxxxxxx X. Xxxx
General Partner
INSTITUTIONAL VENTURE
MANAGEMENT VII
By: /s/ Xxxxxxxx X. Xxxx
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Xxxxxxxx X. Xxxx
General Partner
IVP FOUNDERS FUND I, L.P.
By Its General Partner
Institutional Venture Management
VI, L.P.
By: /s/ Xxxxxxxx X. Xxxx
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Xxxxxxxx X. Xxxx
General Partner
[First Amendment to Second Amended and Restated Rights Agreement]
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The Purchasers: (continued) IVP BROADBAND FUND I, L.P.
By Its General Partner
IVP Broadband Management, LLC
By Its Managing Director
Institutional Venture Management
VIII, LLC
By: /s/ XXXXXXXX X. XXXX
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Xxxxxxxx X. Xxxx
Managing Director
NORWEST VENTURE PARTNERS VII, LP
By: Itasca VC Partners VII, LLP
Its General Partner
By: /s/ XXXXXX XXXXX
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Xxxxxx Xxxxx
General Partner
WS INVESTMENTS
By: /s/ XXXXXX X. XXXXX
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XXXXX FAMILY TRUST
By: /s/ XXXXXX X. XXXXX
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Xxxxxx X. Xxxxx, Trustee
/s/ X.X. XXXXXXXXXX
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Xxx X. Xxxxxxxxxx
/s/ XXXXXXXX X. XXXXXXX
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Xxxxxxxx X. Xxxxxxx
[First Amendment to Second Amended and Restated Rights Agreement]
