EXHIBIT 10.32
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VERISITY LTD.
Amendment to
Amended and Restated Investor Rights Agreement
THIS AMENDMENT TO AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (the
"Amendment") is entered into as of July 21, 1999, by and among Verisity Ltd., a
company organized under the laws of the State of Israel (the "Company"), Xxxx
Xxxxxxxxx, an individual resident of Israel ("Xxxxxxxxx"), Avishai Silvershatz,
an individual resident of Israel ("Silvershatz"), Xxxxx Xxxxxxxxx, an individual
resident of California ("Gavrielov") (collectively with Xxxxxxxxx and
Silvershatz, the "Shareholders") and the persons identified as the "Investors"
on the signature pages hereof.
BACKGROUND
A. The Shareholders hold, in the aggregate, 2,675,101 shares of Common
Stock of the Company.
B. In connection with the sale of 2,521,020 of the Company's Series A
Preferred Shares, 1,592,106 of the Company's Series B Preferred Shares and
870,630 of the Company's Series C Preferred Shares, the Company and certain of
its shareholders entered into agreements granting certain registration rights to
such shareholders (the "Prior Rights Agreements").
C. In connection with the sale of 1,629,213 of the Company's Series D
Preferred Shares, the Company and certain of its shareholders entered into an
Amended and Restated Investor Rights Agreement dated as of February 26, 1999
(the "Rights Agreement"), which amended and restated the Prior Rights Agreements
and which this Amendment serves to amend.
D. In connection with the sale of an additional 43,107 Series D Preferred
Shares, the Company and certain of its shareholders entered into a Joinder to
Series D Preferred Share Purchase Agreement and Investor Rights Agreement dated
as of May 24, 1999 (the "Joinder Agreement"), with the effect of adding
additional holders of Series D Preferred Shares to the Rights Agreement.
E. In connection with the Series D Preferred Share financing, the Company
entered into that certain Engagement Letter dated as of November 24, 1998, with
Xxxxxxx & Co., Inc. ("Xxxxxxx"), pursuant to which the Company issued a warrant
to Xxxxxxx and Xxxxxxx'x affiliate E.F. Capital Management Inc. ("E.F.
Capital"), to acquire up to an aggregate of 65,169 of the Company's Series D
Preferred Shares (the "Warrant Shares"). As a further condition to Xxxxxxx'x
involvement in such financing, the Company agreed to grant it certain
registration rights with respect to the
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Ordinary Shares issuable upon conversion of the Warrant Shares substantially
equivalent to the registration rights granted to the holders of Registrable
Securities under the Rights Agreement, and by entering into this Amendment the
Company has fully satisfied such obligation.
NOW, THEREFORE, the parties agree as follows:
1. Xxxxxxx and E.F. Capital each have been provided copies of, have read,
and understand the Rights Agreement and this Amendment.
2. The Rights Agreement is hereby amended to include Xxxxxxx and E.F.
Capital each as a "Holder" and an "Investor" thereunder for all purposes other
than the provisions of Section 2 thereof. Xxxxxxx and E.F. Capital each
acknowledge and agree that by executing this Amendment, they shall become party
to, and bound by all the terms and conditions of, the Rights Agreement (other
than those set forth in Section 2 thereof), as amended by this Amendment.
3. Except as expressly amended hereby, the Rights Agreement shall remain in
full force and effect.
4. This Amendment may be executed in separate counterparts, each of which
shall be deemed an original, and when executed, separately or together, shall
constitute a single original instrument, effective in the same manner as if the
parties hereto had executed one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of
the day and year first above written.
THE COMPANY: Verisity Ltd.
By: /s/ Xxxxx Xxxxxxxxx
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Xxxxx Xxxxxxxxx, Chief Executive Officer
XXXXXXX: Xxxxxxx
By: /s/ indecipherable
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Its: Chief Financial Officer
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E.F. CAPITAL: E.F. Capital Management Inc.
By: /s/ indecipherable
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Its:
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THE HOLDERS OF A MAJORITY OF
THE "REGISTRABLE SECURITIES":
/s/ Xxxx Xxxxxxxxx
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Xxxx Xxxxxxxxx, for himself
/s/ Xxxxx Xxxxxxxxx
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Xxxxx Xxxxxxxxx, for himself
/s/ Avishai Silvershatz
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Avishai Silvershatz, for himself
Sequoia Capital VII,
A California Limited Partnership
By: SC VII-A Management LLC
A California Limited Liability
Company, its General Partner
By: /s/ Xxxxxx X. Xxxxxx
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Its: Managing Member
LSI Logic Corporation
By:/s/ Xxxxx X. Xxxxxxx
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Its: Vice Pres., Gen. Counsel and Secretary
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