AMENDMENT TO INVESTOR RIGHTS AGREEMENT
EXHIBIT 4.4
AMENDMENT TO
This Amendment (the “Amendment”) to Investor Rights Agreement (the “Agreement”), dated as of May 30, 2014 (“Effective Date”) by and among Pacific DataVision (the “Company”) and the Holders representing at least a majority of the Registrable Securities outstanding, (as defined in the Agreement). Capitalized terms used but not otherwise defined herein shall have the same meanings as set forth in the Agreement.
WHEREAS, Section 5.6 of the Agreement provides that the Agreement may be amended or modified only upon the written consent of the Company and the holders of at least a majority of the Registrable Securities, which amendment shall be binding and effective upon all holders of Registrable Securities.
WHEREAS, the parties hereto agree that in connection with certain private placement of shares of the common stock of the Company in connection with the purchase of spectrum assets from Sprint Corporation, it is in the best interest of the Company to amend the Agreement in order terminate certain information and other rights and obligations of the Holders and to exclude the Offering from certain rights of first refusal held by the Holders
NOW, THEREFORE, in consideration of the mutual covenants and conditions contained herein, the parties hereby agree as follows:
1. Amendment to Section 3. Section 3.14 shall be amended and restated in its entirety as follows:
“ 3.14 Termination of Covenants. All covenants of the Company contained in Section 3 of this Agreement shall expire and terminate in full upon the earlier of (i) the effective date of the registration statement pertaining to the Initial Offering, which results in the Series A Preferred Stock and Series AA Preferred Stock being converted into Common Stock, (ii) the closing of that certain private placement of shares of the common stock of the Company (the “Offering”), with sufficient proceeds to accomplish the purchase of spectrum assets from Sprint Corporation to the Company pursuant to that certain Asset Purchase Agreement, dated May 13, 2014, by and between Sprint Corporation and the Company (the “Sprint APA”), or (iii) upon (a) the sale, lease or other disposition of all or substantially all of the assets of the Company or (b) an acquisition of the Company by another corporation or entity by consolidation, merger or other reorganization in which the holders of the Company’s outstanding voting stock immediately prior to such transaction own, immediately after such transaction, securities representing less than fifty percent (50%) of the voting power of the corporation or other entity surviving such transaction, provided that this Section 3.14(ii)(b) shall not apply to a merger effected exclusively for the purpose of changing the domicile of the Company (a “Change in Control”).”
2. Amendment to Section 4. A new Section 4.6(h) shall be added as follows:
“(g) any Equity Securities issued the Offering, which Offering is approved by the Board of Directors.”
3. Approval of Amendment. By its signature below, the Company hereby adopts this Amendment.
4. Necessary Acts. Each party to this Amendment hereby agrees to perform any further acts and to execute and deliver any further documents that may be necessary or required to carry out the intent and provisions of this Amendment and the transactions contemplated hereby.
5. Governing Law. This Amendment shall be governed by, and construed and enforced in accordance with, the laws of the State of California.
6. Continued Validity. Except as otherwise expressly provided herein, the Agreement shall remain in full force and effect.
7. Counterparts. This Amendment may be executed by facsimile and in any number of counterparts by the parties hereto all of which together shall constitute one instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment effective as of the Effective Date.
PACIFIC DATAVISION
| By: | /s/ Xxxx Xxxxxxxxx | |
| Xxxx Xxxxxxxxx | ||
| President and Chief Executive Officer | ||
| Address: 000 Xxxxxxxx Xxxxx, Xxxxx Xxxxx | ||
| Xxxxxxxx, Xxx Xxxxxx 00000 | ||
HOLDER:
THE SIGNATURE PAGE TO PACIFIC DATAVISION CONSENT ACTION EXECUTED BY THE HOLDER IS HEREBY APPENDED HERETO AS EVIDENCE OF SUCH HOLDER’S EXECUTION AND ADOPTION OF THIS AMENDMENT TO INVESTOR RIGHTS AGREEMENT.
HOLDERS:
Xxxxxx Xxxxxx
Xxxx & Xxxxxx Xxxxxxx
AMK International, Inc.
Xxx Xxx
Xxxxxx X. Xxxxxx
Xxxxxxxx & Xxxxx Xxxxxxxxx
Xxxxx X. XxXxxxx
Xxxxx X. XxXxxxx, as Trusteee for Xxxx Xxxxxxx XxXxxxx
Xxxxx X. XxXxxxx, as Trusteee for Christian Xxxxx XxXxxxx
Xxxxx X. XxXxxxx, as Trusteee for Xxxx Xxxxxxxxx XxXxxxx
Xxxxx X. XxXxxxx, as Trusteee for Xxxxxx Xxxxxxxx XxXxxxx
Xxxxxx X. Xxxxxx
Xxxxxx X. Xxxx, Trustee, Xxxxxx X. Xxxx Living Trust U/A dated 12/14/91
Xxxxx Xxxxxxxx
Xxxxx Xxxxxxxx Irrevocable Trust
Xxxxxxx Xxxxxxx
Xxxxxxx Xxxxxxx
Xxxxxx X. Xxxxx & Xxxxxx Xxxxx-Xxxxx
Xxxxxx Xxxxxx
Xxxx Xxxx
Xxxx X. Xxxxxxx & Xxxx X. Xxxxxxx
Xxxx Xxxxxxx
Xxxxx Family Trust Dated Nov. 23, 0000
Xxxxx Xxxxxx
Xxxxx Xxxxxxxxx
Goolock Associates
Xxxxxx Family Xxxx
Xxxxx X. Xxxx
Xxxxx X. Xxxxxxxx Revocable Deed of Trust 9/1/99
Xxxxx Xxxxx
Xxxx XxXxxxx
Xxxx X. Xxxxxxxxx
Xxxx X. and Xxxxxxx X. Xxxxxx
Xxxx X. Xxxxx
Xxxx Xxxxx
Xxxx Sites Jr.
Xxxxxxxx Xxxxxx
Xxxxxx Xxxxxxxx
Xxxxxx Xxxxx
Xxx X. Xxxxxxxx
Las Aguillas Holdings, LLC (Account BW-53560)
XxXxx Xxxxxxxx, Xx.
Xxxx and Xxxxx Xxxxx
Xxxx Giadini
Xxxxxx Xxxxxxx-Zernin
Xxxxxx Xxxxxx
Xxxx X. Xxxxxx
Xxxxxxx Xxxxxxxx
Xxxxxxxx Xxxxxxxx
Xxxxxxx Xxxxx and Xxxx Xxxxx
Xxxxxxxx X. Xxxxxxxxx
Xxxxxx X’Xxxxx
Nextone, LLC
Northwood Capital Partners, LLC
Northwood Ventures, LLC
Xxxxx Xxxxx-Xxxx
Xxxx Xxxxxxxx
Xxxx Xxxxxxxxxxx and Xxxxxx Xxxxxxxxxxx
Xxxxx Xxxx Xxxxxxxx
RaptorTrust u/a/d December 28, 2004
Revocable Trust of Xxxx Xxxxxxx
Xxxxxxx X. Xxxxxxx, Trustee of the Xxxxxxx X. Xxxxxxx Trust, dated April 23, 1991
Xxxxxxx X. Xxxxxx
Xxxxxxx Xxxxxx
Xxxxxx X. Xxxxxxx
Xxxxxxxxx Family Trust
SK Partners
Southfield Communications
Xxxx De Cosmo
Xxxxxx X. Xxxxxxxxxx, Trustee of the Trust A/Somerville Family Trust dated February 27, 1980
Xxxxx Xxxxxxxxx
Xxxxxx Family Trust dated 6-5-95
TRG Consulting
UBS Financial Services, Inc. as XXX Custodian for Xxxxxx X Xxxxxx, MD
Xxxxxx X. Xxxxxx, Xx. and Xxxx X. Xxxxxxx
Xxxxxxx Xxxxx
