EXHIBIT 10.2
AMENDMENT TO AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT
WHEREAS, Volterra Semiconductor Corporation, a Delaware corporation (the
"Company"), proposes to sale and issue shares of the Company's Series E
Preferred Stock to the investors listed on Attachment A attached hereto (the
"New Investors") pursuant to the Series E Preferred Stock Purchase Agreement,
dated October 2, 2001;
WHEREAS, the Company has entered into that certain Amended and Restated
Investor Rights Agreement, dated October 2, 2001 (the "Agreement"), with the
investors listed on Exhibit A attached thereto and the holders of Series A
Preferred Stock Warrants and Series B Preferred Stock Warrants listed on Exhibit
B attached thereto (collectively referred to herein as the "Investors") and, for
purposes of Sections 5 and 6 of the Agreement only, the founders listed on
Exhibit C attached thereto;
WHEREAS, in order to induce the New Investors to purchase shares of the
Company's Series E Preferred Stock, the Investors and the Company wish to amend
the Agreement to include the New Investors and the sale and issuance of
additional shares of Series E Preferred Stock; and
WHEREAS, pursuant to Section 7.5(a) of the Agreement, the Agreement may be
amended upon the written consent of the Company and the holders of at least a
majority of the Registrable Securities (as defined in the Agreement); and
WHEREAS, the undersigned Investors collectively constitute a majority of
the Registrable Securities.
NOW, THEREFORE, the undersigned Investor, pursuant to Section 7.5(a) of
the Agreement, hereby agrees as follows:
1. AMENDMENT OF SECTION 4.6(d). Section 4.6(d) of the Agreement is
hereby amended in its entirety to read as follows:
"(d) up to six million two hundred fifty thousand (6,250,000) shares
of Series E Preferred Stock and the Common Stock issuable upon
conversion thereof."
2. AMENDMENT OF EXHIBIT A. Exhibit A of the Agreement is hereby amended
to include the New Investors.
3. FULL FORCE AND EFFECT. All other provisions of the Agreement shall
remain in full force and effect.
1.
IN WITNESS WHEREOF, the undersigned have executed this Amendment as of
January 17, 2002.
VOLTERRA SEMICONDUCTOR CORPORATION
By: /s/ Xxxxxxx Xxxxxxx
---------------------------------------
Xxxxxxx Xxxxxxx
President and Chief Executive Officer
INVESTORS:
XXXXXXX XXXXXXX XXXXXXXX & XXXXX VIII
By: /s/ Xxxxx X. Xxxxxxx
--------------------
Xxxxx X. Xxxxxxx
General Partner
XXXXXXX XXXXXXX XXXXXXXX & XXXXX VIII
FOUNDERS FUND
By: /s/ Xxxxx X. Xxxxxxx
--------------------
Xxxxx X. Xxxxxxx
General Partner
XXXXXXXXXXXX VENTURE PARTNERS V
BY: XXXXXXXXXXXX MANAGEMENT
PARTNERS V, ITS GENERAL PARTNER
By: /s/ X. X. Xxxxx
---------------
X. X. Xxxxx
Member
2.
INVESTORS:
INTEGRAL CAPITAL PARTNERS IV, L.P.
BY: INTEGRAL CAPITAL MANAGEMENT IV,
LLC, ITS GENERAL PARTNER
By: /s/ Xxxxxx Xxxxxxx
-------------------------------------
Xxxxxx Xxxxxxx
Manager
INTEGRAL CAPITAL PARTNERS IV MS SIDE
FUND, L.P.
BY: INTEGRAL CAPITAL PARTNERS NBT,
LLC, ITS GENERAL PARTNER
By: /s/ Xxxxxx Xxxxxxx
-------------------------------
Xxxxxx Xxxxxxx
Manager
This Amendment may be executed in counterparts with the same force and
effect as if each of the signatories had executed the same document.
3.
