REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT ("Registration Rights Agreement"),
entered into as of August 14, 1998, among GateField Corporation, a Delaware
corporation with offices at 00000 Xxxxxxx Xxxxxxx, Xxxxxxx, Xxxxxxxxxx 00000
(the "Company"), and the party listed on Exhibit A (the "Purchaser").
W I T N E S S E T H:
WHEREAS, pursuant to a Stock Purchase Agreement, dated as of August 14,
1998 (the "Stock Purchase Agreement"), by and between the Company and the
Purchaser, the Company has agreed to sell and such Purchaser has agreed to
purchase 300,000 shares of the Company's Series C Convertible Preferred
Stock, $.10 par value (the "Preferred Stock"), convertible into up to
2,000,000 shares of Common Stock (the "Shares").
WHEREAS, pursuant to the terms of, and in partial consideration for, the
Purchaser's agreement to enter into the Stock Purchase Agreement, the Company
has agreed to provide the Purchaser with certain rights with respect to the
registration of the Shares under the Securities Act of 1933, as amended (the
"Securities Act");
NOW, THEREFORE, in consideration of the mutual promises,
representations, warranties, covenants and conditions set forth herein, the
Company and the Purchaser agree as follows:
1. CERTAIN DEFINITIONS. As used in this Registration Rights
Agreement, the following terms shall have the following respective meanings.
Other terms used herein which are defined in the Stock Purchase Agreement,
shall have the same meanings herein as they do in the Stock Purchase
Agreement.
"Commission" or "SEC" shall mean the Securities and Exchange Commission,
or any other Federal agency at the time administering the Securities Act.
"Holder" shall include the Purchaser and any transferee of Preferred
Stock, Shares or Registrable Securities which have not been sold to the
public, to whom the registration rights covered by this Registration Rights
Agreement have been transferred in compliance with Section 12 of this
Registration Rights Agreement.
"Registrable Securities" shall mean: (i) the Shares, (ii) any shares of
Common Stock, and any other securities, acquired by the Purchaser pursuant to
Section 4.7 of the Stock Purchase Agreement, and (iii) and any other shares
of common stock issued in respect of such shares (because of stock splits,
stock dividends, reclassifications, recapitalizations, or similar events).
Wherever reference is made in this Registration Rights Agreement to a request
or consent of holders of a certain percentage
of Registrable Securities, the determination of such percentage shall include
shares of common stock issuable upon conversion of the Preferred Stock even
if such conversion has not yet been effected.
The terms "register," "registered" and "registration" shall refer to a
registration effected by preparing and filing a registration statement with
the Commission in compliance with the Securities Act and applicable rules and
regulations thereunder, and the declaration or ordering of the effectiveness
of such registration statement.
"Registration Expenses" shall mean all expenses to be incurred by the
Company in connection with the Purchaser's exercise of its registration
rights under this Registration Rights Agreement, including, without
limitation, all registration and filing fees, printing expenses, fees and
disbursements of counsel for the Company, blue sky fees and expenses and the
expenses of any special audits incident to or required by any such
registration (but excluding the compensation of regular employees of the
Company, which shall be paid in any event by the Company).
"Registration Statement" shall mean a registration statement filed by
the Company with the Commission for a public offering and sale of Common
Stock (other than a registration statement on Form S-8 or Form S-4, or their
successors, or any other form for a similar limited purpose, or any
registration statement covering only securities proposed to be issued in
exchange for securities or assets of another corporation).
"Regulation D" shall mean Regulation D as promulgated pursuant to the
Securities Act, and as subsequently amended.
"Selling Expenses" shall mean all underwriting discounts and selling
commissions, if any, applicable to the sale of Registrable Securities and all
fees and disbursements of counsel for the Holder not included within
"Registration Expenses."
2. THE REGISTRATION REQUIREMENTS. If and when requested by the
Holders holding in the aggregate at least 30% of the Registrable Securities
then held by the Holders, but not before August 14, 1999 the Company shall
file, and use its reasonable best efforts to cause to become effective, as
promptly as possible and in no event later than 60 days after the date of
such request, one Registration Statement covering the resale of all the
Registrable Securities requested by the Holders to be included in such
registration and shall take all action necessary to qualify the Registrable
Securities requested by the Holders to be included in such registration under
state "blue sky" laws as hereinafter provided; PROVIDED, HOWEVER, that the
Company shall not be required to effect such registrations on more than one
occasion. The Company shall use its reasonable best efforts to effect the
registration contemplated by the foregoing (including, without limitation,
the execution of an undertaking to file amendments and post-effective
amendments, appropriate qualification under and compliance with applicable
blue sky or other state securities laws and appropriate compliance with
applicable regulations issued under the Securities Act) and as would permit
or facilitate the sale and distribution of all the Registrable Securities in
all states reasonably
requested by the Holders for purposes of maximizing the proceeds realizable
by the Holders from such sale and distribution. Such reasonable best efforts
by the Company shall include, without limitation, the following:
(a) The Company shall file (i) Registration Statements with the
Commission under the Securities Act registering the Registrable Securities
for public sale and shall use its reasonable best efforts to cause such
Registration Statements to become and remain effective for the period of
time set forth in Section 6 hereof, subject to the provisions of Section 7
hereof; (ii) such blue sky filings as shall be reasonably requested to permit
such sales PROVIDED, HOWEVER, that the Company shall not be required to
register the Registrable Securities in any jurisdiction that would subject it
to general service of process in any such jurisdiction where it is not then
so subject or subject the Company to any tax in any such jurisdiction where
it is not then so subject or require the Company to qualify to do business in
any jurisdiction where it is not then so qualified; and (iii) any required
filings with the National Association of Securities Dealers, Inc. ("NASD")
or exchange where the Registrable Securities are traded; all as soon as
practicable after demand is made pursuant to this Section 2. The Company
shall use its reasonable best efforts to have the Registration Statements
and other filings declared effective as soon thereafter as may be
practicable.
(b) The Company shall enter into such customary agreements
(including a customary underwriting agreement with the underwriter or
underwriters, if any) and take all such other reasonable actions in
connection therewith in order to expedite or facilitate the disposition of
such Registrable Securities and in such connection, if the Registrable
Securities are to be sold in an underwritten offering, the Company shall:
(i) make such representations and warranties to the
Holders and the underwriter or underwriters in form and substance and scope
as are customarily made by issuers to underwriters in secondary underwritten
offerings;
(ii) cause to be delivered to the sellers of Registrable
Securities and the underwriter or underwriters opinions of general counsel to
the Company, dated the effective day (or in the case of an underwritten
offering, dated the date of delivery of any Registrable Securities sold
pursuant thereto) of the applicable Registration Statement, which counsel and
opinions (in form, scope and substance), shall be reasonably satisfactory to
the managing underwriter or underwriters and the appointed representative or
counsel of the Holders, addressed to the Holders and each underwriter
covering the matters customarily covered in opinions requested in secondary
underwritten offerings and such other matters as may be reasonably requested
by the Holders;
(iii) cause to be delivered, immediately prior to the
effectiveness of the applicable Registration Statement (and at the time of
delivery of any Registrable Securities sold pursuant thereto), letters from
the Company's independent certified public accountants addressed to the
Holders and each underwriter stating that such accountants are independent
public accountants
3
within the meaning of the Securities Act and the applicable published rules
and regulations thereunder, and otherwise in customary form and covering such
financial and accounting matters as are customarily covered by letters of the
independent certified public accountants delivered in connection with
secondary underwritten public offerings;
(iv) if an underwriting agreement is entered into, use
its best efforts to cause the same to set forth indemnification and
contribution provisions and procedures which are no less favorable to the
Holders and the Company than those contemplated by Sections 8 and 9 of this
Registration Rights Agreement with respect to all parties to be indemnified
pursuant to such sections; and
(v) deliver such documents and certificates as may be
reasonably requested by the Holders of the Registrable Securities being sold
or the managing underwriter or underwriters to evidence compliance with
clause (i) above and with any customary conditions contained in the
underwriting agreement, if any, or other agreement entered into by the
Company; the foregoing in this Section 2(b) shall be done at each closing
under any such underwriting or similar agreement or as to the extent
required thereunder.
(c) The Company shall make available for inspection and review by
the Holders, a representative or representatives of the Holders, any
underwriter participating in any disposition pursuant to a Registration
Statement, and any attorney or accountant retained by such Holders or
underwriter, any such Registration Statement or amendment or supplement or
any blue sky, NASD or other filing, all financial and other records,
pertinent corporate documents and properties of the Company, as they may
reasonably request for the purpose, and cause the Company's officers,
directors and employees to supply all information reasonably requested by any
such representative, underwriter, attorney or accountant in connection with
such Registration Statement; PROVIDED, HOWEVER, that the Holders shall first
agree in writing with the Company that any information that is reasonably and
in good faith designated by the Company in writing as confidential at the
time of delivery of such information shall be kept confidential by the
Holders and that the Holders will use reasonable efforts to cause its
representatives and such other persons so to keep such information
confidential, unless (i) disclosure of such information is required by court
or administrative order or is necessary to respond to inquiries of regulatory
authorities, (ii) disclosure of such information is required by law
(including any disclosure requirements pursuant to Federal securities laws
in connection with the filing of any Registration Statement or the use of any
prospectus referred to in this Registration Rights Agreement), (iii) such
information becomes generally available to the public, other than as a
result of a disclosure or failure to safeguard by any such person, (iv) such
information becomes available to any such person from a source other than
the Company and such source, to the knowledge of such persons, is not bound
by a confidentiality agreement with the Company, or (v) such information was
known to or is developed by such persons without reference to such
confidential information of the Company.
4
3. UNDERWRITTEN DISTRIBUTION. If the Holders intend to distribute the
Registrable Securities covered by a Registration Statement by means of an
underwriting, the Holders shall so advise the Company and, subject to the
provisions of Section 7 hereof, within 30 days of the date thereof and
without limiting the generality of the other provisions hereof, the Company
will prepare and file such amendment or amendments to the Registration
Statement and make such other filings as may be necessary or appropriate to
effect any such underwritten distribution.
4. MULTIPLE HOLDERS. Except as specifically provided herein, if there
is more than one Holder, such Holders shall act with respect to their rights
under this Agreement according to the vote of a majority-in-interest.
5. EXPENSES OF REGISTRATION. All Registration Expenses incurred in
connection with any registration, qualification or compliance pursuant to
this Registration Rights Agreement shall be borne by the Company, and all
Selling Expenses shall be borne by the Holders.
6. REGISTRATION PROCEDURES. In the case of each registration effected
by the Company pursuant to this Registration Rights Agreement, the Company
will keep the Holders advised in writing as to initiation of each
registration and as to the completion thereof. At its expense, the Company
will use its reasonable best efforts to:
(a) Keep such registration effective for the period ending (i)
sixty (60) months after the Registration Statement is declared effective by
the Commission; or (ii) when the Holders have completed the distribution of
the Registrable Securities described in the Registration Statement relating
thereto, whichever first occurs; and
(b) Furnish such number of prospectuses and other documents
incident thereto as the Holders from time to time may reasonably request.
7. SUSPENSION OF USE OF REGISTRATION STATEMENT. The Holders agree
that, upon receipt of any notice from the Company of (A) the happening of any
event which makes any statements made in the Registration Statement(s) or
related prospectus(es) filed pursuant to this Registration Rights Agreement,
or any document incorporated or deemed to be incorporated therein by
reference, untrue in any material respect or which requires the making of any
changes in such Registration Statement(s) or prospectus(es) so that, in the
case of such Registration Statement(s), it will not contain any untrue
statement of a material fact or omit to state any material fact required to
be stated therein or necessary to make the statements therein, in light of
the circumstance under which they were made, not misleading or (B) that, in
the judgment of the Company's Board of Directors, it is advisable to suspend
use of the prospectus(es) for a discrete period of time due to pending
corporate developments which are or may be material to the Company but have
not been disclosed in the Registration Statement(s) or in relevant public
filings with the SEC, or (C) the SEC has issued a stop order suspending the
effectiveness of the Registration Statement(s), the Holders will forthwith
discontinue disposition of such shares covered by such Registration
Statement(s) or
5
prospectus(es) until it is advised in writing by the Company that use of the
applicable prospectus may be resumed, and has received copies of any
additional or supplemented filings that are incorporated or deemed to be
incorporated by reference in such prospectus(es). The Company shall use all
reasonable best efforts to insure that the use of the prospectus(es) may be
resumed as soon as practicable, and in any event shall not be entitled to
require the Holders to suspend use of the prospectus(es) for more than thirty
(30) consecutive days on any one occasion, more than forty-five (45)
consecutive days in the aggregate on two occasions which are not at least
ninety (90) days apart or more than an aggregate of sixty (60) days in any
twelve month period.
8. INDEMNIFICATION.
(a) COMPANY INDEMNITY. The Company will indemnify each of the
Holders, each of their respective officers, directors, trustees and partners,
and each person controlling any Holder within the meaning of Section 15 of
the Securities Act and the rules and regulations thereunder, with respect to
which registration, qualification or compliance has been effected pursuant to
this Registration Rights Agreement, and each underwriter, if any, and each
person who controls, within the meaning of Section 15 of the Securities Act
and the rules and regulations thereunder, any underwriter, against all
claims, losses, damages and liabilities (or actions in respect thereof)
arising out of or based on any untrue statement (or alleged untrue statement)
of a material fact contained in any prospectus, offering circular or other
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, or any violation by the Company of the Securities Act or any
state securities law or in either case, any rule or regulation thereunder
applicable to the Company and relating to action or inaction required of the
Company in connection with any such registration, qualification or
compliance, and will reimburse each Holder, each of their respective
officers, directors, trustees and partners, and each person controlling any
Holder, each such underwriter and each person who controls any such
underwriter, for any legal and any other expenses reasonably incurred in
connection with investigating and defending any such claim, loss, damage,
liability or action, provided that the Company will not be liable in any such
case to the extent that any such claim, loss, damage, liability or expense
arises out of or is based on any untrue statement or omission (or alleged
untrue statement or omission) based upon written information furnished to the
Company by the Holder or the underwriter and stated to be specifically for
use therein. The indemnity contained in this Section 8(a) shall not apply to
amounts paid by the Holders in settlement of any such loss, claim, damage,
liability or action if such settlement if effected without the consent of the
Company (which consent will not be unreasonably withheld).
(b) HOLDER INDEMNITY. The Holders will, if Registrable Securities
held by them are included in the securities as to which such registration,
qualification or compliance is being effected, indemnify the Company, each of
its directors, officers, partners, and each underwriter, if any, of the
Company's securities covered by such a registration statement, each person
who controls
6
the Company or such underwriter within the meaning of Section 15 of the
Securities Act and the rules and regulations thereunder (a "Control Person"),
against all claims, losses, damages and liabilities (or actions 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 document, or any omission (or alleged
omission) to state therein a material fact required to be stated therein or
necessary to make the statement therein not misleading, and will reimburse
the Company and its directors, officers and partners, underwriters or Control
Persons for any legal or any other expenses reasonably incurred in connection
with investigating or defending any such claim, loss, damage, 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 the Company by the Holders and stated to be specifically for use
therein; provided, however, that (i) the obligations of a Holder shall not
apply to amounts paid in settlement of any such claims, losses, damages or
liabilities if such settlement is effected without the consent of such Holder
(which consent shall not be unreasonably withheld) and (ii) the obligation
each selling Holder shall be limited to an amount equal to the proceeds to
such Holder from the Registrable Securities sold in connection with such
registration.
(c) PROCEDURE. Each party entitled to indemnification under this
Section 8 (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 claims as to which indemnity
may be sought, and shall permit the Indemnifying Party to assume the defense
of any such claim in any obligation resulting therefrom, provided that
counsel for the Indemnifying Party, who shall conduct the defense of such
claim or any litigation resulting therefrom, shall be approved by the
Indemnified Party (whose approval shall not be unreasonably withheld), and
the Indemnified Party may participate in such defense at such party's
expense, and provided further that the Indemnifying Party shall pay such
expense if representation of such Indemnified Party by the counsel retained
by the Indemnifying Party would be inappropriate due to actual or potential
differing interests between the Indemnified Party and any other party
represented by such counsel in such proceeding. The failure of any
Indemnified Party to give notice as provided herein shall not relieve the
Indemnifying Party of its obligations under this Section 8 except to the
extent that the Indemnifying Party is actually prejudiced by such failure to
provide notice. No Indemnifying Party, in the defense of any such claim or
litigation, shall, except with the consent of each Indemnified Party, consent
to entry of any judgment or enter into any settlement which does not include
as an unconditional term thereof the giving by the claimant or plaintiff to
such Indemnified Party of a release from all liability in respect to such
claim or litigation. Each Indemnified Party shall furnish such information
regarding itself of the claim in question as an Indemnifying Party may
reasonably request in writing and as shall be reasonably required in
connection with the defense of such claim and litigation resulting therefrom.
7
9. CONTRIBUTION. If the indemnification provided for in Section 8 of
this Registration Rights Agreement is held by a court of competent
jurisdiction to be unavailable to the Indemnified Parties in respect of any
losses, claims, damages or liabilities referred to herein, then each such
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 or liabilities (i) as between the
Company on the one hand and the Indemnified Parties on the other, in such
proportion as is appropriate to reflect the relative benefits received by the
Company on the one hand and the Indemnified Parties, as the case may be, on
the other from the offering of the Registrable Securities, or (ii) if such
allocation is not permitted by applicable law, in such proportion as is
appropriate to reflect not only such relative benefits but also the relative
fault of the Company on the one hand and of the Indemnified Parties, as the
case may be, on the other, in connection with the statements or omissions
which resulted in such losses, claims, damages or liabilities, as well as any
other relevant equitable considerations. In no event shall the obligation of
any Indemnifying Party to contribute under this Section 9 exceed the amount
that such Indemnifying Party would have been obligated to pay by way of
indemnification if the Indemnification provided for under Section 8(a) or
8(b) of this Registration Rights Agreement had been available under the
circumstances. The Company and the Holders agree that it would not be just
and equitable if contribution pursuant to this Section 9 were determined by
pro rata allocation (even if the Indemnified Parties were treated as one
entity for such purpose) or by any other method of allocation which does not
take account of the equitable considerations referred to in the immediately
preceding paragraphs. The amount paid or payable by an Indemnified Party as a
result of the losses, claims, damages and liabilities referred to in the
immediately preceding paragraphs shall be deemed to include, subject to the
eliminations set forth above, any legal or other expenses reasonably incurred
by such Indemnified Party in connection with investigating or defending any
such action or claim. Notwithstanding the provisions of this Section 9, no
Indemnified Party shall be required to contribute any amount in excess of the
amount by which (i) in the case of the Holder, the net proceeds received by
the Holder from the sale of Registrable Securities or (ii) in the case of an
underwriter, the total price at which the Registrable Securities purchased by
it and distributed to the public were offered to the public exceeds, in any
such case, the amount of any damages that the Holder or underwriter has
otherwise been required to pay by reason of such untrue or alleged untrue
statement or omission or alleged omission. 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.
10. SURVIVAL. The indemnity and contribution agreements contained in
Sections 8 and 9 of this Registration Rights Agreement and the
representations and warranties of the Company referred to in Section 2(b)(i)
of this Registration Rights Agreement shall remain operative and in full
force and effect regardless of (i) any termination of this Registration
Rights Agreement or any underwriting agreement, (ii) any investigation made
by or on behalf of the Company, and (iii) the consummation of the sale or
successive resales of the Registrable Securities.
8
11. INFORMATION BY A HOLDER AND ANY UNDERWRITERS. Each Holder and the
underwriters, if any, shall furnish to the Company, within twenty (20) business
days of the Company's request therefor, such information regarding such Holder
or underwriters, as the case may be, and the distribution proposed by such
Holder or underwriters, as the Company may reasonably request in writing as
shall be reasonably required in connection with any registration, qualification
or compliance referred to in this Registration Rights Agreement.
12. TRANSFER OR ASSIGNMENT OF REGISTRATION RIGHTS. This Registration
Rights Agreement, and the rights and obligations of a Holder hereunder, may
be assigned by such Holder to any person or entity to which Shares are
transferred by such Holder, and such transferee shall be deemed a "Holder"
for purposes of this Registration Rights Agreement; provided that the
transferee provides written notice of such assignment to the Company and
agrees to be subject to all restrictions and obligations of this Registration
Rights Agreement.
13. TERMINATION OF REGISTRATION RIGHTS. The right of any Holder to
request registration pursuant to Section 2 hereof shall terminate upon the
earlier of (i) six (6) years from the date hereof or (ii) the date upon which
all Registrable Securities have been sold to the public through a
Registration Statement pursuant to Section 2 hereof or pursuant to Rule 144
of the Securities Act.
14. MISCELLANEOUS.
(a) ENTIRE AGREEMENT. This Registration Rights Agreement contains
the entire understanding and agreement of the parties with respect to the
subject matter hereof, and may not be amended, a provision hereunder waived,
modified or terminated except by a written agreement signed by (i) the
Company and (ii) the holders of a majority of the Registrable Securities
hereunder. Any amendment, modification, termination or waiver effected in
accordance with this Section 14(a) shall be binding upon each holder of any
Registrable Securities then outstanding and each future holder of any such
Registrable Securities of the Company.
(b) NOTICES. Any notice or other communication given or permitted
under this Registration Rights Agreement shall be in writing and shall be
deemed to have been duly given when delivered personally or by facsimile,
with a hard copy to follow by overnight delivery by a reputable courier:
If to the Company, at 00000 Xxxxxxx Xxxxxxx, Xxxxxxx,
Xxxxxxxxxx 00000, Attention: President, Facsimile No: (000) 000-0000 or at
such other address or addresses as may have been furnished in writing by the
Company to the Purchasers, with a copy to Xxxx X. Xxxxxx, Xxx., Xxxxxx
Xxxxxxx XXX, 0 Xxxx Xxxx Square, 4th Floor, 0000 Xx Xxxxxx Xxxx, Xxxx Xxxx,
Xxxxxxxxxx 00000-0000, Facsimile No: (000) 000-0000;
If to a Purchaser, at its address set forth in Exhibit A, or
at such other address or addresses as may have been furnished to the Company
in writing by such Purchaser, with a copy
9
Xxxxx X. Xxxxxx, Xx., Esq., Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, 000 Xxxx Xxxx
Xxxx, Xxxx Xxxx, Xxxxxxxxxx 00000, Facsimile No: (000) 000-0000.
If to a Holder other than a Purchaser, at such address or
addresses as may have been furnished to the Company in writing by such Holder.
(c) GENDER OF TERMS. All terms used herein shall be deemed to
include the feminine and the neuter, and the singular and the plural, as the
context required.
(d) GOVERNING LAW; CONSENT OF JURISDICTION. This Registration
Rights Agreement and the validity and performance of the terms hereof shall
be governed by and construed in accordance with the laws of the State of
California, except to the extent that the law of the State of Delaware
regulates the Company's issuance of securities. The parties hereto hereby
consent to, and waive any objection to the exercise of, personal jurisdiction
in the State of California with respect to any action or proceeding arising
out of this Registration Rights Agreement.
(e) TITLE. The titles used in this Registration Rights Agreement
are used for convenience only and are not be to considered in construing or
interpreting this Registration Rights Agreement.
10
IN WITNESS WHEREOF, the parties hereto have caused this Registration
Rights Agreement to be duly executed as of the date first above written.
GATEFIELD CORPORATION
By: Xxxxx X. Xxxxxxxx
-------------------------------------
(Print Name)
By: /s/ Xxxxx X. Xxxxxxxx
-------------------------------------
(Sign Name)
Title: Chief Executive Officer
-------------------------------------
(Position, if applicable)
PURCHASER:
ACTEL CORPORATION
By: Xxxx X. East
-------------------------------------
(Print Name)
By: /s/ Xxxx X. East
-------------------------------------
(Sign Name)
Title: President & Chief Executive Officer
-------------------------------------
(Position, if applicable)
EXHIBIT A
LIST OF PURCHASERS
Actel Corporation
000 Xxxx Xxxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxxxxx 00000-0000
Attn: Xxxxx Van De Hey, Esq.
Facsimile No: (000) 000-0000
