EXHIBIT 10.100
AMENDMENT NO. 1
TO
INVESTOR RIGHTS AGREEMENT
This Amendment No. 1 to Investor Rights Agreement (this "Amendment") is
made and entered into as of this 30 day of August, 2004, by and among MTI
Technology Corporation, a Delaware corporation (the "Company"), and the entities
listed on the signature pages hereto (the "Investors").
BACKGROUND
A. The Company and the Investors are parties to that certain Investor
Rights Agreement, dated as of June 17, 2004 (the "Investor Rights Agreement"),
pursuant to which the Company agreed to file the Shelf Registration Statement
(as defined in the Investor Rights Agreement) with the Securities and Exchange
Commission by July 17, 2004.
B. The Company and the Investors desire to amend the Investor Rights
Agreement to extend the deadline for filing the Shelf Registration Statement to
August 30, 2004.
AGREEMENT
NOW THEREFORE, in consideration of the mutual covenants and agreements set
forth herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
1. Amended and Restated Section 2.3. Section 2.3 of the Investor Rights
Agreement is hereby amended and restated to read in its entirety as follows:
"2.3 Shelf Registration. The Company shall prepare and file with the
Commission a Shelf Registration Statement as promptly as practicable after
the date hereof (and in any event by no later than August 30, 2004), and
shall take such steps as are necessary to enable the Shelf Registration to
be declared effective by the Commission as promptly as practicable
thereafter (and in any event by no later than September 30, 2004, or, if
the Shelf Registration Statement (including any of the documents
incorporated by reference therein) is the subject of a complete or partial
review by the Commission, in any event by no later than November 30,
2004). The Shelf Registration Statement shall be on Form S-3 (except if
the Company is not then eligible to register for resale the Registrable
Shares on Form S-3, in which case such Shelf Registration Statement shall
be on such other form as the Company is eligible to use). The Company
shall notify each Investor in writing promptly (in any event within one
Trading Day) after receiving notification from the Commission that the
Shelf Registration Statement has been declared effective."
2. Governing Law. All questions concerning the construction, validity,
enforcement and interpretation of this Amendment shall be governed by and
construed and enforced in accordance with the internal laws of the State of
Delaware.
3. Counterparts: Facsimile Signatures: Effectiveness. This Amendment may be
executed in any number of counterparts (including facsimile signature) each of
which shall be an original with the same effect as if the signatures thereto and
hereto were upon the same instrument. This Amendment shall become effective when
each party hereto shall have received a counterpart hereof signed by the other
party hereto.
[signature pages follow]
-2-
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed by their respective authorized signatories as of the date first
above written.
MTI TECHNOLOGY CORPORATION
By: /s/ Xxxx Xxxxxxxxx
-------------------------
Name: Xxxx Xxxxxxxxx
Title: Chief Financial Officer
[Investors' signature page follows]
DIGITAL MEDIA & COMMUNICATIONS III
LIMITED PARTNERSHIP
DIGITAL MEDIA & COMMUNICATIONS III-
A LIMITED PARTNERSHIP
DIGITAL MEDIA & COMMUNICATIONS III-
B LIMITED PARTNERSHIP
DIGITAL MEDIA & COMMUNICATIONS III-
C LIMITED PARTNERSHIP
DIGITAL MEDIA & COMMUNICATIONS III-
D C.V.
DIGITAL MEDIA & COMMUNICATIONS III-
E C.V.
By: Advent International Limited Partnership,
General Partner
By: Advent International Corporation,
General Partner
By: /s/ Xxxxxxx Xxxx
-------------------
Name: Xxxxxxx Xxxx
Title: Partner
ADVENT PARTNERS DMC III LIMITED
PARTNERSHIP
ADVENT PARTNERS II LIMITED
PARTNERSHIP
By: Advent International Corporation,
General Partner
By: /s/ Xxxxxxx Xxxx
---------------------
Name: Xxxxxxx Xxxx
Title: Partner
EMC CORP.
By:
----------------------
Name:
Title:
Investors' Signature Page to Amendment No. 1 to
Investor Rights Agreement
DIGITAL MEDIA & COMMUNICATIONS III
LIMITED PARTNERSHIP
DIGITAL MEDIA & COMMUNICATIONS III-
A LIMITED PARTNERSHIP
DIGITAL MEDIA & COMMUNICATIONS III-
B LIMITED PARTNERSHIP
DIGITAL MEDIA & COMMUNICATIONS III-
C LIMITED PARTNERSHIP
DIGITAL MEDIA & COMMUNICATIONS III-
D C.V.
DIGITAL MEDIA & COMMUNICATIONS III-
E C.V.
By: Advent International Limited Partnership,
General Partner
By: Advent International Corporation,
General Partner
By:
---------------------
Name: Xxxxxxx Xxxx
Title: Partner
ADVENT PARTNERS DMC III LIMITED
PARTNERSHIP
ADVENT PARTNERS II LIMITED
PARTNERSHIP
By: Advent International Corporation,
General Partner
By:
---------------------
Name: Xxxxxxx Xxxx
Title: Partner
EMC CORP.
By: Xxxxxxx X. Xxxx
---------------------
Name: Xxxxxxx X. Xxxx
Title: Vice President Corporate Development
Investors' Signature Page to Amendment No. 1 to
Investor Rights Agreement
