EXHIBIT 10.72
AMENDMENT NO. 1 TO INVESTOR RIGHTS AGREEMENT
THIS AMENDMENT NO. 1, dated as of December 8, 1998 ("Amendment"), to
Investor Rights Agreement dated as of November 20, 1998 (the "Investor Rights
Agreement"), is entered into by and among Intellisys Group, Inc., a Delaware
corporation (the "Company"), ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, the Esters Family Partnership,
-------
▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, E*Capital Corporation, a California corporation, ▇▇▇▇
▇. ▇▇▇▇▇▇▇▇ and ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ as Trustees of the ▇▇▇▇▇▇▇▇ Family Trust,
DenMat Corp., a Delaware corporation, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, National Financial
Associates, and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ (collectively, the "Common Holders"), Continental
--------------
Far East and Advanced Communications Equipment (collectively, the "Passive
-------
Holders"), and Weston Presidio Capital III, L.P. and WPC Entrepreneur Fund, L.P.
-------
(collectively, the "Investor"). Capitalized terms used but not otherwise
--------
defined herein shall have the meanings ascribed to them in the Investor Rights
Agreement.
WHEREAS, the Company, the Common Holders, the Passive Holders and the
Investor previously entered into the Investor Rights Agreement; and
WHEREAS, the Company, the Common Holders, the Passive Holders and the
Investor desire to amend the Investor Rights Agreement for the purposes of
modifying Section 16.
NOW, THEREFORE, in consideration of the foregoing premises and mutual
agreements set forth in this Amendment, the parties hereby amend the Investor
Rights Agreement as follows:
1. Section 3.6 of the Investor Rights Agreement is hereby amended in
its entirety to read as follows:
3.6 Notwithstanding the foregoing, the provisions of this
Section 3 shall also not apply to sales by the Stockholders who own less
than two percent (2%) of the Equity Securities of the Company as calculated
on an as-converted, fully-diluted basis or to the sale by ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
of 172,500 shares of Common Stock provided such sale is consummated by
February 28, 1999.
2. Section 4.5 of the Investor Rights Agreement is hereby amended in
its entirety to read as follows:
4.5 Notwithstanding the foregoing, the provisions of this
Section 4 shall also not apply to sales by the Stockholders who own less
than two percent (2%) of the Equity Securities of the Company as calculated
on an as-converted, fully-diluted basis or to the sale by ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
of 172,500 shares of Common Stock provided such sale is consummated by
February 28, 1999.
3. Section 16 of the Investor Rights Agreement is hereby amended in
its entirety to read as follows:
16. AMENDMENTS AND WAIVERS. Except as otherwise provided in
----------------------
Section 6.15, any term of this Agreement may be amended and the observance
of any term of this Agreement may be waived (either generally or in a
particular instance and either retroactively or prospectively) only with
the written consent of the Company and the holders of at least (i) a
majority of the Common Stock issued or issuable upon conversion of the
Series A Preferred Stock and (ii) if such amendment or waiver would
adversely affect the rights of the Common Holders or Passive Holders set
forth herein, at least a majority of the Common Stock held by the Common
Holders or Passive Holders, respectively; the parties hereto agree that an
amendment or waiver of any of the provisions in Sections 5, 6, 7, 8, 9 and
10 of this Agreement will not adversely affect the rights of the Common
Holders or Passive Holders set forth herein. Any amendment or waiver
effected in accordance with this paragraph shall be binding upon each
holder of any Registrable Securities then outstanding, each future holder
of all such Registrable Securities, and the Company.
This Amendment shall be effective as of the date hereof and, except as
expressly set forth herein, the Investor Rights Agreement shall remain in full
force and effect and be otherwise unaffected hereby.
This Amendment may be executed in any number of counterparts, each of
which, when executed, shall be deemed to be an original and all such
counterparts shall together constitute one and the same document.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the
date first written above.
INTELLISYS GROUP, INC.
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------------------
By: Don Esters
Its: Chairman and Chief Executive Officer
Address:
▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: Don Esters
COMMON HOLDERS:
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
----------------------------------------
Address:
----------------------------------
----------------------------------
PASSIVE HOLDERS:
By:
---------------------------------------
Address:
----------------------------------
----------------------------------
SIGNATURE PAGE TO AMENDMENT NO. 1 TO INVESTOR RIGHTS AGREEMENT
IN WITNESS WHEREOF, the parties have executed this Amendment as of the
date first written above.
INTELLISYS GROUP, INC.
-------------------------------------------
By: Don Esters
Its: Chairman and Chief Executive Officer
Address:
▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: Don Esters
COMMON HOLDERS:
ESTERS FAMILY PARTNERSHIP
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
----------------------------------------
Address:
----------------------------------
----------------------------------
PASSIVE HOLDERS:
By:
----------------------------------------
Address:
----------------------------------
----------------------------------
SIGNATURE PAGE TO AMENDMENT NO. 1 TO INVESTOR RIGHTS AGREEMENT
IN WITNESS WHEREOF, the parties have executed this Amendment as of the
date first written above.
INTELLISYS GROUP, INC.
-------------------------------------------
By: Don Esters
Its: Chairman and Chief Executive Officer
Address:
▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: Don Esters
COMMON HOLDERS:
▇▇▇▇ ▇▇▇▇▇
By: /s/ ▇▇▇▇ ▇▇▇▇▇
------------------------------------------
Address: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇.
-------------------------------------
▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
-------------------------------------
PASSIVE HOLDERS:
By:
---------------------------------------
Address:
----------------------------------
----------------------------------
SIGNATURE PAGE TO AMENDMENT NO. 1 TO INVESTOR RIGHTS AGREEMENT
IN WITNESS WHEREOF, the parties have executed this Amendment as of the
date first written above.
INTELLISYS GROUP, INC.
-------------------------------------------
By: Don Esters
Its: Chairman and Chief Executive Officer
Address:
▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: Don Esters
COMMON HOLDERS:
▇▇▇▇▇ ▇▇▇▇▇
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇
----------------------------------------
Address: ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
-----------------------------------
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
-----------------------------------
PASSIVE HOLDERS:
By:
---------------------------------------
Address:
----------------------------------
----------------------------------
SIGNATURE PAGE TO AMENDMENT NO. 1 TO INVESTOR RIGHTS AGREEMENT
IN WITNESS WHEREOF, the parties have executed this Amendment as of the
date first written above.
INTELLISYS GROUP, INC.
-------------------------------------------
By: Don Esters
Its: Chairman and Chief Executive Officer
Address:
▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: Don Esters
COMMON HOLDERS:
E* CAPITAL CORPORATION
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
-----------------------------------------
Address:
----------------------------------
PASSIVE HOLDERS:
By:
---------------------------------------
Address:
----------------------------------
----------------------------------
SIGNATURE PAGE TO AMENDMENT NO. 1 TO INVESTOR RIGHTS AGREEMENT
IN WITNESS WHEREOF, the parties have executed this Amendment as of the
date first written above.
INTELLISYS GROUP, INC.
___________________________________________
By: Don Esters
Its: Chairman and Chief Executive Officer
Address:
▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: Don Esters
COMMON HOLDERS:
▇▇▇▇▇▇▇▇ Family Trust
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-----------------------------------------
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
Address: 5035 El Mirlo
------------------------------------
P.O. 1875
------------------------------------
▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇, ▇▇ ▇▇▇▇▇
PASSIVE HOLDERS:
By:________________________________________
Address: __________________________________
__________________________________
SIGNATURE PAGE TO AMENDMENT NO. 1 TO INVESTOR RIGHTS AGREEMENT
IN WITNESS WHEREOF, the parties have executed this Amendment as of the
date first written above.
INTELLISYS GROUP, INC.
___________________________________________
By: Don Esters
Its: Chairman and Chief Executive Officer
Address:
▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: Don Esters
COMMON HOLDERS:
Den-Mat Corporation
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇
------------------------------------------
Address: ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
-------------------------------------
▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
-------------------------------------
PASSIVE HOLDERS:
By:________________________________________
Address: __________________________________
__________________________________
SIGNATURE PAGE TO AMENDMENT NO. 1 TO INVESTOR RIGHTS AGREEMENT
IN WITNESS WHEREOF, the parties have executed this Amendment as of the
date first written above.
INTELLISYS GROUP, INC.
-------------------------------------------
By: Don Esters
Its: Chairman and Chief Executive Officer
Address:
▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: Don Esters
COMMON HOLDERS:
▇▇▇▇▇▇ ▇▇▇▇▇▇▇
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
-----------------------------------------
Address:
----------------------------------
----------------------------------
PASSIVE HOLDERS:
By:
---------------------------------------
Address:
----------------------------------
----------------------------------
SIGNATURE PAGE TO AMENDMENT NO. 1 TO INVESTOR RIGHTS AGREEMENT
IN WITNESS WHEREOF, the parties have executed this Amendment as of the
date first written above.
INTELLISYS GROUP, INC.
___________________________________________
By: Don Esters
Its: Chairman and Chief Executive Officer
Address:
▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: Don Esters
COMMON HOLDERS:
National Financial Associates
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇
------------------------------------------
Address: ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
-------------------------------------
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
-------------------------------------
PASSIVE HOLDERS:
By:________________________________________
Address: __________________________________
__________________________________
SIGNATURE PAGE TO AMENDMENT NO. 1 TO INVESTOR RIGHTS AGREEMENT
IN WITNESS WHEREOF, the parties have executed this Amendment as of the
date first written above.
INTELLISYS GROUP, INC.
___________________________________________
By: Don Esters
Its: Chairman and Chief Executive Officer
Address:
▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: Don Esters
COMMON HOLDERS:
▇▇▇▇▇▇▇ ▇▇▇▇▇▇
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
----------------------------------------
Address: ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇.
-----------------------------------
▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
-----------------------------------
PASSIVE HOLDERS:
By:________________________________________
Address: __________________________________
__________________________________
SIGNATURE PAGE TO AMENDMENT NO. 1 TO INVESTOR RIGHTS AGREEMENT
IN WITNESS WHEREOF, the parties have executed this Amendment as of the
date first written above.
INTELLISYS GROUP, INC.
___________________________________________
By: Don Esters
Its: Chairman and Chief Executive Officer
Address:
▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: Don Esters
COMMON HOLDERS:
By:________________________________________
Address: __________________________________
__________________________________
PASSIVE HOLDERS:
Continental Far East
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, President
----------------------------------------
Address: 3-18-9 Roppongi
-----------------------------------
Minatoku, Tokyo 106
-----------------------------------
SIGNATURE PAGE TO AMENDMENT NO. 1 TO INVESTOR RIGHTS AGREEMENT
IN WITNESS WHEREOF, the parties have executed this Amendment as of the
date first written above.
INTELLISYS GROUP, INC.
___________________________________________
By: Don Esters
Its: Chairman and Chief Executive Officer
Address:
▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: Don Esters
COMMON HOLDERS:
By:________________________________________
Address: __________________________________
__________________________________
PASSIVE HOLDERS:
Advanced Communications Equipment
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇
----------------------------------------
Address: 5/F Prosperity Center, 77-81 Container
--------------------------------------
Port Road
--------------------------------------
▇▇▇▇-▇▇▇▇▇ NT
--------------------------------------
Hong Kong
--------------------------------------
SIGNATURE PAGE TO AMENDMENT NO. 1 TO INVESTOR RIGHTS AGREEMENT
INVESTOR:
WESTON PRESIDIO CAPITAL III, L.P.,
By: WESTON PRESIDIO CAPITAL MANAGEMENT III,
LLC, its General Partner
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
-----------------------------------------
Address:
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Attn: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
WPC ENTREPRENEUR FUND, L.P.,
By: WESTON PRESIDIO CAPITAL MANAGEMENT III,
LLC, its General Partner
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
-----------------------------------------
Address:
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Attn: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
SIGNATURE PAGE TO AMENDMENT NO. 1 TO INVESTOR RIGHTS AGREEMENT
SPOUSAL CONSENT
I, the undersigned, being the spouse of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, hereby
acknowledge that I have read and understand the foregoing Investor Rights
Agreement and I agree to be bound by the terms thereof.
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
________________________
