EXHIBIT 10.73
AMENDMENT NO. 2 TO INVESTOR RIGHTS AGREEMENT
THIS AMENDMENT NO. 2, dated as of March 31, 1999 ("Amendment"), to
Investor Rights Agreement dated as of November 20, 1998 as amended by Amendment
No. 1 dated as of December 8, 1998 (together, the "Investor Rights Agreement"),
is entered into by and among Intellisys Group, Inc., a Delaware corporation (the
"Company"), Xxxxxx X. Xxxxxx, the Esters Family Partnership, Xxxx Xxxxx, Xxxxx
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Xxxxx, E*Capital Corporation, a California corporation, Xxxx X. Xxxxxxxx and
Xxxx X. Xxxxxxxx as Trustees of the Xxxxxxxx Family Trust, DenMat Corp., a
Delaware corporation, Xxxxxx X. Xxxxxxx, National Financial Associates, and
Xxxxxxx Xxxxxx (collectively, the "Common Holders"), Continental Far East and
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Advanced Communications Equipment (collectively, the "Passive Holders"), and
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Weston Presidio Capital III, L.P. and WPC Entrepreneur Fund, L.P. (collectively,
the "Investor"). Capitalized terms used but not otherwise defined herein shall
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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 Sections 3.6 and 4.5.
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 Xxxxxx X. Xxxxxx
of 172,500 shares of Common Stock provided such sale is consummated by May
30, 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 Xxxxxx X. Xxxxxx
of 172,500 shares of Common Stock provided such sale is consummated by May
30, 1999.
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/ Xxxxxx X. Xxxxxx
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By: Don Esters
Its: Chairman and Chief Executive Officer
Address:
0000 Xxxx Xxxx Xxxxxx
Xxxxxxxx Xxxx, XX 00000
Attn: Don Esters
COMMON HOLDERS:
XXXXXX XXXXXX
By: /s/ Xxxxxx X. Xxxxxx
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Address:
------------------------------------
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PASSIVE HOLDERS:
By:
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Address:
------------------------------------
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SIGNATURE PAGE TO AMENDMENT NO. 2 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:
0000 Xxxx Xxxx Xxxxxx
Xxxxxxxx Xxxx, XX 00000
Attn: Don Esters
COMMON HOLDERS:
ESTERS FAMILY PARTNERSHIP
By: /s/ Xxxxxx X. Xxxxxx
------------------------------------------
Address:
------------------------------------
------------------------------------
PASSIVE HOLDERS:
By:
-----------------------------------------
Address:
------------------------------------
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SIGNATURE PAGE TO AMENDMENT NO. 2 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:
0000 Xxxx Xxxx Xxxxxx
Xxxxxxxx Xxxx, XX 00000
Attn: Don Esters
COMMON HOLDERS:
National Financial Associates
By: /s/ Xxxxx Xxxxx
------------------------------------------
Address: ____________________________________
____________________________________
PASSIVE HOLDERS:
By:__________________________________________
Address: ____________________________________
____________________________________
SIGNATURE PAGE TO AMENDMENT NO. 2 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:
0000 Xxxx Xxxx Xxxxxx
Xxxxxxxx Xxxx, XX 00000
Attn: Don Esters
COMMON HOLDERS:
Xxxxx Xxxxx
By: /s/ Xxxxx Xxxxx
------------------------------------------
Address: ____________________________________
____________________________________
PASSIVE HOLDERS:
By:__________________________________________
Address: ____________________________________
____________________________________
SIGNATURE PAGE TO AMENDMENT NO. 2 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:
0000 Xxxx Xxxx Xxxxxx
Xxxxxxxx Xxxx, XX 00000
Attn: Don Esters
COMMON HOLDERS:
Xxxx Xxxxx
By: /s/ Xxxx Xxxxx
------------------------------------------
Address: ____________________________________
____________________________________
PASSIVE HOLDERS:
By:__________________________________________
Address: ____________________________________
____________________________________
SIGNATURE PAGE TO AMENDMENT NO. 2 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:
0000 Xxxx Xxxx Xxxxxx
Xxxxxxxx Xxxx, XX 00000
Attn: Don Esters
COMMON HOLDERS:
Xxxxxxx Xxxxxx
By: /s/ Xxxxxxx Xxxxxx
------------------------------------------
Address: 00000 Xxxxx Xxxx
------------------------------------
Xxxxxxxx, XX 00000
------------------------------------
PASSIVE HOLDERS:
By:__________________________________________
Address: ____________________________________
____________________________________
SIGNATURE PAGE TO AMENDMENT NO. 2 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:
0000 Xxxx Xxxx Xxxxxx
Xxxxxxxx Xxxx, XX 00000
Attn: Don Esters
COMMON HOLDERS:
By:__________________________________________
Address: ____________________________________
____________________________________
PASSIVE HOLDERS:
Continental Far East
By: /s/ Xxxxxxx Xxxxxx
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Address: 3-18-9 Roppongi
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Minatoku, Tokyo
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SIGNATURE PAGE TO AMENDMENT NO. 2 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:
0000 Xxxx Xxxx Xxxxxx
Xxxxxxxx Xxxx, XX 00000
Attn: Don Esters
COMMON HOLDERS:
By:__________________________________________
Address: ____________________________________
____________________________________
PASSIVE HOLDERS:
Advanced Communications Equipment
By: /s/ Xxxxxxx Xxxx
------------------------------------------
Address: ____________________________________
____________________________________
SIGNATURE PAGE TO AMENDMENT NO. 2 TO INVESTOR RIGHTS AGREEMENT
INVESTOR:
WESTON PRESIDIO CAPITAL III, L.P.,
By: WESTON PRESIDIO CAPITAL MANAGEMENT III,
LLC, its General Partner
By: /s/ Xxxxxx Xxxxxxxx
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Address:
000 Xxxxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxxxxxxx, XX 00000-0000
Attn: Xxxxxx Xxxxxxxx
WPC ENTREPRENEUR FUND, L.P.,
By: WESTON PRESIDIO CAPITAL MANAGEMENT III,
LLC, its General Partner
By: /s/ Xxxxxx Xxxxxxxx
------------------------------------------
Address:
000 Xxxxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxxxxxxx, XX 00000-0000
Attn: Xxxxxx Xxxxxxxx
SIGNATURE PAGE TO AMENDMENT NO. 2 TO INVESTOR RIGHTS AGREEMENT
