EXHIBIT 4.2
SiRF TECHNOLOGY, INC.
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AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT
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THIS AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT (this "Agreement"),
made and entered into as of the 4th day of October, 2000 by and among SiRF
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TECHNOLOGY, INC., a California corporation (the "Company"), ▇▇▇▇▇▇▇ Navigation
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Limited, a California corporation ("Trimble") and existing holders of the Series
A, Series B, Series C, Series D, Series E and Series F Preferred Stock of the
Company (the "Existing Holders").
W I T N E S S E T H:
WHEREAS, the Existing Holders possess registration rights, information
rights and other rights pursuant to an Amended and Restated Investors' Rights
Agreement among the Company and such holders dated September 6, 2000 (the
"Existing Rights Agreement"); and
WHEREAS, the undersigned Existing Holders and Trimble desire to terminate
the Existing Rights Agreement and to accept the rights created pursuant hereto
in lieu of the rights granted to them under the Existing Rights Agreement:
NOW, THEREFORE, in consideration of the mutual promises and covenants set
forth herein, the Shareholders who are parties to the Existing Rights Agreement
hereby agree that the Existing Rights Agreement shall be superseded and replaced
in its entirety by this Agreement, and the parties hereto further agree as
follows:
1. Restrictions on Transferability of Securities; Registration Rights
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1.1 Certain Definitions. As used in this Agreement, the following
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terms shall have the meanings set forth below:
(a) "Closing" shall mean the date of the initial sale of shares
of the Company's Series F Preferred Stock.
(b) "Commission" shall mean the Securities and Exchange
Commission or any other successor federal agency at the time administering the
Securities Act.
(c) "Exchange Act" shall mean the Securities Exchange Act of
1934, as amended, or any similar successor federal statute and the rules and
regulations thereunder, all as the same shall be in effect from time to time.
(d) "Holder" shall mean any Investor who holds Registrable
Securities and any holder of Registrable Securities to whom the registration
rights conferred by this Agreement have been transferred in compliance with
Section 1.1 hereof.
(e) "Initiating Holders" shall mean any Holder or Holders who in
the aggregate hold not less than thirty percent (30%) of the outstanding
Registrable Securities.
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(f) "Investors" shall mean Trimble or persons who purchased
Shares pursuant to the Series F Purchase Agreement or who possessed registration
rights pursuant to the Existing Rights Agreement immediately prior to its
termination hereby or holders of warrants to purchase Series C, Series D or
Series E Preferred Stock.
(g) "Other Shareholders" shall mean persons other than Holders
who, by virtue of agreements with the Company, are entitled to include their
securities in certain registrations.
(h) "Registrable Securities" shall mean (i) shares of Common
Stock issued or issuable pursuant to the conversion of the Shares, (ii) shares
of Common Stock issued or issuable pursuant to the conversion of shares issued
or issuable pursuant to the conversion of warrants, (iii) shares of Common Stock
issued or issuable pursuant to the conversion of shares issued or issuable
pursuant to the exercise of that certain warrant issued to Trimble for the
purchase of 212,796 shares of Series F Preferred Stock, and (iv) any Common
Stock issued as a dividend or other distribution with respect to or in exchange
for or in replacement of the shares referenced in (i) or (ii) above, provided,
however, that Registrable Securities shall not include any shares of Common
Stock which have previously been registered or which have been sold to the
public.
(i) The terms "register," "registered" and "registration" shall
refer to a registration effected by preparing and filing a registration
statement in compliance with the Securities Act and applicable rules and
regulations thereunder, and the declaration or ordering of the effectiveness of
such registration statement.
(j) "Registration Expenses" shall mean all expenses incurred in
effecting any registration pursuant to this Agreement, including, without
limitation, all registration, qualification, and filing fees, printing expenses,
escrow fees, fees and disbursements of counsel for the Company, blue sky fees
and expenses, and expenses of any regular or special audits incident to or
required by any such registration, but shall not include Selling Expenses and
fees and disbursements of counsel for the Holders (but excluding the
compensation of regular employees of the Company, which shall be paid in any
event by the Company).
(k) "Rule 144" shall mean Rule 144 as promulgated by the
Commission under the Securities Act, as such Rule may be amended from time to
time, or any similar successor Rule that may be promulgated by the Commission.
(l) "Rule 145" shall mean Rule 145 as promulgated by the
Commission under the Securities Act, as such Rule may be amended from time to
time, or any similar successor Rule that may be promulgated by the Commission.
(m) "Securities Act" shall mean the Securities Act of 1933, as
amended, or any similar successor federal statute and the rules and regulations
thereunder, all as the same shall be in effect from time to time.
(n) "Selling Expenses" shall mean all underwriting discounts and
selling commissions applicable to the sale of Registrable Securities and fees
and disbursements
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of counsel for any Holder (other than the fees and disbursements of counsel
included in Registration Expenses).
(o) "Shares" shall mean the Company's Series A Preferred Stock,
Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock,
Series E Preferred Stock and Series F Preferred Stock.
1.2 Requested Registration.
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(a) Request for Registration. If the Company shall receive from
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Initiating Holders at any time or times after the earlier of (i) September 6,
2005 or (ii) one (1) year after the effective date of the first registration
statement filed by the Company covering an underwritten offering of any of its
securities to the general public, a written request that the Company effect any
registration with respect to all or a part of the Registrable Securities the
aggregate proceeds of which (after deduction for underwriter's discounts and
expenses related to the issuance) exceed $8,000,000 the Company will:
(i) promptly give written notice of the proposed
registration to all other Holders; and
(ii) as soon as practicable, use its best efforts to effect
such registration (including, without limitation, filing post-effective
amendments, appropriate qualifications under applicable blue sky or other
state securities laws, and appropriate compliance with the Securities Act)
and as would permit or facilitate the sale and distribution of all or such
portion of such Registrable Securities as are specified in such request,
together with all or such portion of the Registrable Securities of any
Holder or Holders joining in such request as are specified in a written
request received by the Company within twenty (20) days after such written
notice from the Company is mailed or delivered.
The Company shall not be obligated to effect, or to take any action to
effect, any such registration pursuant to this Section 1.2:
(A) In any particular jurisdiction in which the Company
would be required to execute a general consent to service of process in
effecting such registration, qualification, or compliance, unless the
Company is already subject to service in such jurisdiction and except as
may be required by the Securities Act;
(B) After the Company has initiated two such registrations
pursuant to this Section 1.2(a) (counting for these purposes only a
registration which has been declared or ordered effective and pursuant to
which securities have been sold and any registration which has been
withdrawn by the Holders as to which the Holders have not elected to bear
the Registration Expenses pursuant to Section 1.4 hereof and would, absent
such election, have been required to bear such expenses);
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(C) During the period starting with the date sixty (60)
days prior to the Company's good faith estimate of the date of filing of,
and ending on a date one hundred eighty (180) days after the effective date
of, a Company-initiated registration; provided that the Company is actively
employing in good faith all reasonable efforts to cause such registration
statement to become effective;
(D) If the Initiating Holders propose to dispose of shares
of Registrable Securities which may be immediately registered on Form S-3
pursuant to a request made under Section 1.5 hereof;
(E) If the Initiating Holders do not request that such
offering be firmly underwritten by underwriters selected by the Initiating
Holders (subject to the consent of the Company, which consent will not be
unreasonably withheld); or
(F) If the Company and the Initiating Holders are unable to
obtain the commitment of the underwriter described in clause (E) above to
firmly underwrite the offer.
(b) Subject to the foregoing clauses (A) through (F), the
Company shall file a registration statement covering the Registrable Securities
so requested to be registered as soon as practicable after receipt of the
request or requests of the Initiating Holders; provided, however, that if (i) in
the good faith judgment of the Board of Directors of the Company, such
registration would be seriously detrimental to the Company and the Board of
Directors of the Company concludes, as a result, that it is essential to defer
the filing of such registration statement at such time, and (ii) the Company
shall furnish to such Holders a certificate signed by the President of the
Company stating that in the good faith judgment of the Board of Directors of the
Company, it would be seriously detrimental to the Company for such registration
statement to be filed in the near future and that it is, therefore, essential to
defer the filing of such registration statement, then the Company shall have the
right to defer such filing for the period during which such disclosure would be
seriously detrimental, provided that (except as provided in clause (C) above)
the Company may not defer the filing for a period of more than one hundred
eighty (180) days after receipt of the request of the Initiating Holders, and,
provided further, that the Company shall not defer its obligation in this manner
more than once in any twelve-month period.
The registration statement filed pursuant to the request of the Initiating
Holders may, subject to the provisions of Sections 1.2(b) and 1.13 hereof,
include other securities of the Company, with respect to which registration
rights have been granted, and may include securities of the Company being sold
for the account of the Company.
(c) Underwriting. The right of any Holder to registration
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pursuant to Section 1.2 shall be conditioned upon such Holder's participation in
such underwriting and the inclusion of such Holder's Registrable Securities in
the underwriting (unless otherwise mutually agreed by a majority in interest of
the Initiating Holders and such Holder with respect to such participation and
inclusion) to the extent provided herein. A Holder may elect to include in such
underwriting all or a part of the Registrable Securities he holds.
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(d) Procedures. If the Company shall request inclusion in any
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registration pursuant to Section 1.2 of securities being sold for its own
account, or if other persons shall request inclusion in any registration
pursuant to Section 1.2, the Initiating Holders shall, on behalf of all Holders,
offer to include such securities in the underwriting and may condition such
offer on their acceptance of the further applicable provisions of this Section 1
(including Section 1.12). The Company shall (together with all Holders and
other persons proposing to distribute their securities through such
underwriting) enter into an underwriting agreement in customary form with the
representative of the underwriter or underwriters selected for such underwriting
by a majority in interest of the Initiating Holders, which underwriters are
reasonably acceptable to the Company. Notwithstanding any other provision of
this Section 1.2, if the representative of the underwriters advises the
Initiating Holders in writing that marketing factors require a limitation on the
number of shares to be underwritten, the number of shares to be included in the
underwriting or registration shall be allocated as set forth in Section 1.13
hereof. If a person who has requested inclusion in such registration as
provided above does not agree to the terms of any such underwriting, such person
shall be excluded therefrom by written notice from the Company, the underwriter
or the Initiating Holders. The securities so excluded shall also be withdrawn
from registration. Any Registrable Securities or other securities excluded
shall also be withdrawn from such registration. If shares are so withdrawn from
the registration and if the number of shares to be included in such registration
was previously reduced as a result of marketing factors pursuant to this Section
1.2(d), then the Company shall offer to all holders who have retained rights to
include securities in the registration the right to include additional
securities in the registration in an aggregate amount equal to the number of
shares so withdrawn, with such shares to be allocated among such Holders
requesting additional inclusion in accordance with Section 1.13.
1.3 Company Registration.
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(a) If the Company shall determine to register any of its
securities either for its own account or the account of a security holder or
holders exercising their respective demand registration rights (other than
pursuant to Section 1.2 or 1.5 hereof), other than a registration relating
solely to employee benefit plans, or a registration relating solely to a Rule
145 transaction, or a registration on any registration form that does not permit
secondary sales, the Company will:
(i) promptly give to each Holder written notice thereof;
and
(ii) use its best efforts to include in such registration
(and any related qualification under blue sky laws or other compliance),
except as set forth in Section 1.3(b) below, and in any underwriting
involved therein, all the Registrable Securities specified in a written
request or requests, made by any Holder and received by the Company within
twenty (20) days after the written notice from the Company described in
clause (i) above is mailed or delivered by the Company. Such written
request may specify all or a part of a Holder's Registrable Securities.
(b) Underwriting. If the registration of which the Company gives
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notice is for a registered public offering involving an underwriting, the
Company shall so advise
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the Holders as a part of the written notice given pursuant to Section 1.3(a)(i).
In such event, the right of any Holder to registration pursuant to this Section
1.3 shall be conditioned upon such Holder's participation in such underwriting
and the inclusion of such Holder's Registrable Securities in the underwriting to
the extent provided herein. All Holders proposing to distribute their securities
through such underwriting shall (together with the Company and the other holders
of securities of the Company with registration rights to participate therein
distributing their securities through such underwriting) enter into an
underwriting agreement in customary form with the representative of the
underwriter or underwriters selected by the Company.
Notwithstanding any other provision of this Section 1.3, if the
representative of the underwriters advises the Company in writing that marketing
factors require a limitation on the number of shares to be underwritten, the
representative may (subject to the limitations set forth below) exclude all
Registrable Securities from, or limit the number of Registrable Securities to be
included in, the registration and underwriting. If the registration is the first
Company-initiated registered offering of the Company's securities to the general
public, the Company may limit, to the extent so advised by the underwriters, the
amount of securities (including Registrable Securities) to be included in the
registration by the Company's shareholders (including the Holders), or may
exclude, to the extent so advised by the underwriters, such underwritten
securities entirely from such registration. If such registration is the second
or any subsequent Company-initiated registered offering of the Company's
securities to the general public, the Company may limit, to the extent so
advised by the underwriters, the amount of securities to be included in the
registration by the Company's shareholders (including the Holders); provided,
however, that the aggregate value of securities (including Registrable
Securities) to be included in such registration by the Company's shareholders
(including the Holders) may not be so reduced to less than twenty-five percent
(25%) of the total value of all securities included in such registration,
provided further, that the warrant shares held by Trimble shall not be excluded.
The Company shall so advise all holders of securities requesting registration,
and the number of shares of securities that are entitled to be included in the
registration and underwriting shall be allocated first to the Company for
securities being sold for its own account and thereafter as set forth in Section
1.13. If any person does not agree to the terms of any such underwriting, he
shall be excluded therefrom by written notice from the Company or the
underwriter. Any Registrable Securities or other securities excluded or
withdrawn from such underwriting shall be withdrawn from such registration.
If shares are so withdrawn from the registration or if the number of shares
of Registrable Securities to be included in such registration was previously
reduced as a result of marketing factors, the Company shall then offer to all
persons who have retained the right to include securities in the registration
the right to include additional securities in the registration in an aggregate
amount equal to the number of shares so withdrawn, with such shares to be
allocated among the persons requesting additional inclusion in accordance with
Section 1.13 hereof.
1.4 Expenses of Registration. All Registration Expenses incurred in
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connection with any registration, qualification or compliance pursuant to
Section 1.2 hereof, and reasonable fees of one counsel for the selling
shareholders in the case of registrations pursuant to Section 1.2 shall be borne
by the Company. All Selling Expenses relating to securities so registered shall
be borne by the holders of such securities pro rata on the basis of the number
of shares of securities so registered on their behalf.
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1.5 Registration on Form S-3.
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(a) After its initial public offering, the Company shall use its
best efforts to qualify for registration on Form S-3 or any comparable or
successor form or forms. After the Company has qualified for the use of Form S-
3, in addition to the rights contained in the foregoing provisions of this
Section 1, the Holders of Registrable Securities shall have the right to request
registrations on Form S-3 (such requests shall be in writing and shall state the
number of shares of Registrable Securities to be disposed of and the intended
methods of disposition of such shares by such Holder or Holders), provided,
however, that the Company shall not be obligated to effect any such registration
if (i) the Holders, together with the holders of any other securities of the
Company entitled to inclusion in such registration, propose to sell Registrable
Securities and such other securities (if any) on Form S-3 at an aggregate price
to the public of less than $1,000,000, or (ii) in the event that the Company
shall furnish the certification described in paragraph 1.2(b)(ii) (but subject
to the limitations set forth therein) or (iii) in a given twelve (12) month
period, after the Company has effected one (1) such registration in any such
period or (iv) it is to be effected more than five (5) years after the Company's
initial public offering.
(b) If a request complying with the requirements of Section
1.5(a) hereof is delivered to the Company, the provisions of Sections 1.2(a)(i)
and (ii) and Section 1.2(b) hereof shall apply to such registration. If the
registration is for an underwritten offering, the provisions of Sections 1.2(c)
and 1.2(d) hereof shall apply to such registration.
1.6 Registration Procedures. In the case of each registration
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effected by the Company pursuant to Section 1, the Company will keep each Holder
advised in writing as to the initiation of each registration and as to the
completion thereof. At its expense, the Company will use its best efforts to:
(a) Keep such registration effective for a period of one hundred
twenty (120) days or until the Holder or Holders have completed the distribution
described in the registration statement relating thereto, whichever first
occurs; provided, however, that such one hundred twenty (120) day period shall
be extended for a period of time equal to the period the Holder refrains from
selling any securities included in such registration at the request of an
underwriter of Common Stock (or other securities) of the Company provided that
applicable rules under the Securities Act governing the obligation to file a
post-effective amendment permit, in lieu of filing a post-effective amendment
that (i) includes any prospectus required by Section 10(a)(3) of the Securities
Act or (ii) reflects facts or events representing a material or fundamental
change in the information set forth in the registration statement, the
incorporation by reference of information required to be included in (i) and
(ii) above to be contained in periodic reports filed pursuant to Section 13 or
15(d) of the Exchange Act in the registration statement;
(b) Prepare and file with the Commission such amendments and
supplements to such registration statement and the prospectus used in connection
with such registration statement as may be necessary to comply with the
provisions of the Securities Act with respect to the disposition of all
securities covered by such registration statement;
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(c) Furnish such number of prospectuses and other documents
incident thereto, including any amendment of or supplement to the prospectus, as
a Holder from time to time may reasonably request;
(d) Notify each seller of Registrable Securities covered by such
registration statement at any time when a prospectus relating thereto is
required to be delivered under the Securities Act of the happening of any event
as a result of which the prospectus included in such registration statement, as
then in effect, includes an untrue statement of a material fact or omits to
state a material fact required to be stated therein or necessary to make the
statements therein not misleading or incomplete in light of the circumstances
then existing, and at the request of any such seller, prepare and furnish to
such seller a reasonable number of copies of a supplement to or an amendment of
such prospectus as may be necessary so that, as thereafter delivered to the
purchasers of such shares, such prospectus shall not include an untrue statement
of a material fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein not misleading or incomplete
in the light of the circumstances then existing;
(e) Cause all such Registrable Securities registered pursuant
hereunder to be listed on each securities exchange on which similar securities
issued by the Company are then listed; and
(f) Provide a transfer agent and registrar for all Registrable
Securities registered pursuant to such registration statement and a CUSIP number
for all such Registrable Securities, in each case not later than the effective
date of such registration.
1.7 Indemnification.
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(a) The Company will indemnify each Holder, each of its
officers, directors and partners, legal counsel, and accountants and each person
controlling such Holder within the meaning of Section 15 of the Securities Act,
with respect to which registration, qualification, or compliance has been
effected pursuant to this Section 1, and each underwriter, if any, and each
person who controls within the meaning of Section 15 of the Securities Act any
underwriter, against all expenses, claims, losses, damages, and liabilities (or
actions, proceedings, or settlements 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 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 such Holder, each of its officers, directors, partners, legal
counsel, and accountants and each person controlling such 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 or settling 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 based upon written information furnished to the
Company by such Holder or underwriter and
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stated to be specifically for use therein. It is agreed that the indemnity
agreement contained in this Section 1.7(a) shall not apply to amounts paid in
settlement of any such loss, claim, damage, liability, or action if such
settlement is effected without the consent of the Company (which consent has not
been unreasonably withheld).
(b) Each Holder will, if Registrable Securities held by him 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, legal counsel, and accountants and each underwriter, if any,
of the Company's securities covered by such a registration statement, each
person who controls the Company or such underwriter within the meaning of
Section 15 of the Securities Act, each other such Holder and Other Shareholder,
and each of their officers, directors, and partners, and each person controlling
such Holder or Other Shareholder, 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 statements therein not
misleading, and will reimburse the Company and such Holders, Other Shareholders,
directors, officers, partners, legal counsel, and accountants, persons,
underwriters, or control persons for any legal and 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 such Holder and stated to be
specifically for use therein provided, however, that the obligations of such
Holder hereunder shall not apply to amounts paid in settlement of any such
claims, losses, damages, or liabilities (or actions in respect thereof) if such
settlement is effected without the consent of such Holder (which consent shall
not be unreasonably withheld). Notwithstanding the foregoing, the obligations of
a Holder hereunder shall be limited to an amount equal to the proceeds to such
Holder in connection with the sale of Registrable Securities sold as
contemplated herein.
(c) Each party entitled to indemnification under this Section
1.7 (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 claim as to which indemnity may be sought, and shall
permit the Indemnifying Party to assume the defense of such claim or any
litigation 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
unreasonably be withheld), and the Indemnified Party may participate in such
defense at such party's expense, and provided further that the failure of any
Indemnified Party to give notice as provided herein shall not relieve the
Indemnifying Party of its obligations under this Section 1, to the extent such
failure is not prejudicial. 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 that 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 or the
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claim in question as an Indemnifying Party may reasonably request in writing and
as shall be reasonably required in connection with defense of such claim and
litigation resulting therefrom.
(d) If the indemnification provided for in this Section 1.7 is
held by a court of competent jurisdiction to be unavailable to an Indemnified
Party with respect to any loss, liability, claim, damage, or expense referred to
therein, then the Indemnifying Party, in lieu of indemnifying such Indemnified
Party hereunder, shall contribute to the amount paid or payable by such
Indemnified Party as a result of such loss, liability, claim, damage, or expense
in such proportion as is appropriate to reflect the relative fault of the
Indemnifying Party on the one hand and of the Indemnified Party on the other in
connection with the statements or omissions that resulted in such loss,
liability, claim, damage, or expense as well as any other relevant equitable
considerations. The relative fault of the Indemnifying Party and of the
Indemnified Party shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or the
omission to state a material fact relates to information supplied by the
Indemnifying Party or by the Indemnified Party and the parties' relative intent,
knowledge, access to information, and opportunity to correct or prevent such
statement or omission.
(e) Notwithstanding the foregoing, to the extent that the
provisions on indemnification and contribution contained in the underwriting
agreement entered into in connection with the underwritten public offering are
in conflict with the foregoing provisions, the provisions in the underwriting
agreement shall control.
1.8 Information by Holder. Each Holder of Registrable Securities
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shall furnish to the Company such information regarding such Holder and the
distribution proposed by such Holder as the Company may reasonably request in
writing and as shall be reasonably required in connection with any registration,
qualification, or compliance referred to in this Section 1.
1.9 Limitations on Registration of Issues of Securities. From and
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after the date of this Agreement, the Company shall not, without the prior
written consent of a majority in interest of the Holders, enter into any
agreement with any holder or prospective holder of any securities of the Company
giving such holder or prospective holder any registration rights the terms of
which are more favorable than the registration rights granted to the Holders
hereunder.
1.10 Rule 144 Reporting. With a view to making available the benefits
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of certain rules and regulations of the Commission that may permit the sale of
the Restricted Securities to the public without registration, the Company agrees
to use its best efforts to:
(a) Make and keep public information regarding the Company
available as those terms are understood and defined in Rule 144 under the
Securities Act, at all times from and after ninety (90) days following the
effective date of the first registration under the Securities Act filed by the
Company for an offering of its securities to the general public;
(b) File with the Commission in a timely manner all reports and
other documents required of the Company under the Securities Act and the
Exchange Act at any time after it has become subject to such reporting
requirements;
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(c) So long as a Holder owns any Restricted Securities, furnish to
the Holder forthwith upon written request a written statement by the Company as
to its compliance with the reporting requirements of Rule 144 (at any time from
and after ninety (90) days following the effective date of the first
registration statement filed by the Company for an offering of its securities to
the general public), and of the Securities Act and the Exchange Act (at any time
after it has become subject to such reporting requirements), a copy of the most
recent annual or quarterly report of the Company, and such other reports and
documents so filed as a Holder may reasonably request in availing itself of any
Rule or regulation of the Commission allowing a Holder to sell any such
securities without registration.
1.11 Transfer or Assignment of Registration Rights. The rights to cause
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the Company to register securities granted to a Holder by the Company under this
Section 1 may be transferred or assigned by a Holder only to a transferee or
assignee of not less than 200,000 shares of Registrable Securities (as presently
constituted and subject to subsequent adjustments for stock splits, stock
dividends, reverse stock splits, and the like), provided that the Company is
given written notice at the time of or within a reasonable time after said
transfer or assignment, stating the name and address of the transferee or
assignee and identifying the securities with respect to which such registration
rights are being transferred or assigned, and, provided further, that the
transferee or assignee of such rights assumes the obligations of such Holder
under this Section 1.
1.12 "Market Stand-Off" Agreement. If requested by the Company and an
---------------------------
underwriter of Common Stock (or other securities) of the Company, a Shareholder
shall not sell or otherwise transfer or dispose of any Common Stock (or other
securities) of the Company held by such Shareholder (other than those included
in the registration) during the one hundred eighty (180) day period following
the effective date of a registration statement of the Company filed under the
Securities Act, provided that:
(a) such agreement shall only apply to the first such registration
statement of the Company, including securities to be sold on its behalf to the
public in an underwritten offering; and
(b) all Holders and officers and directors of the Company enter into
similar agreements.
The obligations described in this Section 1.12 shall not apply to a
registration relating solely to employee benefit plans on Form S-1 or Form S-8
or similar forms that may be promulgated in the future, or a registration
relating solely to a Commission Rule 145 transaction on Form S-4 or similar
forms that may be promulgated in the future. The Company may impose stop-
transfer instructions with respect to the shares (or securities) subject to the
foregoing restriction until the end of said one hundred eighty (180) day period.
1.13 Allocation of Registration Opportunities. In any circumstance in
----------------------------------------
which all of the Registrable Securities and other shares of Common Stock of the
Company (including shares of Common Stock issued or issuable upon conversion of
shares of any currently unissued series of Preferred Stock of the Company) with
registration rights (the "Other Shares") requested to be included in a
registration on behalf of the Holders or other selling shareholders cannot be so
included as a result of limitations of the aggregate number of shares of
Registrable Securities and Other Shares that may be so included, the number of
shares of Registrable Securities
11
and Other Shares that may be so included shall be allocated among the Holders
and other selling shareholders requesting inclusion of shares pro rata on the
basis of the number of shares of Registrable Securities and Other Shares that
would be held by such Holders and other selling shareholders, assuming
conversion; provided, however, so that such allocation shall not operate to
reduce the aggregate number of Registrable Securities and Other Shares to be
included in such registration, if any Holder or other selling shareholder does
not request inclusion of the maximum number of shares of Registrable Securities
and Other Shares allocated to him pursuant to the above-described procedure, the
remaining portion of his allocation shall be reallocated among those requesting
Holders and other selling shareholders whose allocations did not satisfy their
requests pro rata on the basis of the number of shares of Registrable Securities
and Other Shares which would be held by such Holders and other selling
shareholders, assuming conversion, and this procedure shall be repeated until
all of the shares of Registrable Securities and Other Shares which may be
included in the registration on behalf of the Holders and other selling
shareholders have been so allocated. The Company shall not limit the number of
Registrable Securities to be included in a registration pursuant to this
Agreement in order to include shares held by shareholders with no registration
rights or to include Founder's Stock or any other shares of stock issued to
employees, officers, directors, or consultants pursuant to Company's 1995 Stock
Plan, as amended.
1.14 Delay of Registration. No Holder shall have any right to take any
---------------------
action to restrain, enjoin, or otherwise delay any registration as the result of
any controversy that might arise with respect to the interpretation or
implementation of this Section 1.
1.15 Termination of Registration Rights. The right of any Holder to
----------------------------------
request registration or inclusion in any registration pursuant to Section 1.2,
1.3 or 1.5 shall terminate on the closing of the first Company-initiated
registered public offering of Common Stock of the Company, provided that all
shares of Registrable Securities held or entitled to be held upon conversion by
such Holder may immediately be sold under Rule 144 during any ninety (90) day
period, or on such date after the closing of the first Company-initiated
registered public offering of Common Stock of the Company as all shares of
Registrable Securities held or entitled to be held upon conversion by such
Holder may immediately be sold under Rule 144 during any ninety (90) day period;
provided, however, that the provisions of this Section 1.15 shall not apply to
any Holder who owns more than one percent (1%) of the Company's outstanding
stock until the earlier of (x) such time as such Holder owns less than one
percent (1%) of the outstanding stock of the Company, or (y) the expiration of
three years after the closing of the first registered public offering of Common
Stock of the Company.
2. Covenants of the Company. The Company hereby covenants and agrees, so
------------------------
long as any Holder owns any Registrable Shares, as follows:
2.1 Basic Financial Information. The Company will furnish the
---------------------------
following reports to each Holder:
(a) As soon as practicable after the end of each fiscal year of
of the Company, and in any event within ninety (90) days thereafter, a
consolidated balance sheet of the Company and its subsidiaries, if any, as at
the end of such fiscal year, and consolidated
12
statements of income and cash flows of the Company and its subsidiaries, if any,
for such year, prepared in accordance with generally accepted accounting
principles consistently applied.
(b) As soon as practicable after the end of the first, second, and
third quarterly accounting periods in each fiscal year of the Company, and in
any event within forty-five (45) days thereafter, a consolidated balance sheet
of the Company and its subsidiaries, if any, as of the end of each such
quarterly period, and consolidated statements of income and cash flows of the
Company and its subsidiaries for such period and for the current fiscal year to
date, prepared in accordance with generally accepted accounting principles
consistently applied, subject to changes resulting from normal year-end audit
adjustments, and except that such financial statements need not contain the
notes required by generally accepted accounting principles.
(c) From the date the Company becomes subject to the reporting
requirements of the Exchange Act (which shall include any successor federal
statute), and in lieu of the financial information required pursuant to Sections
2.1(a) and (b), copies of its annual reports on Form 10-K and its quarterly
reports on Form 10-Q, respectively.
(d) The provisions of this Section 2.1 shall not be in limitation of
any rights which any Holder or Significant Holder may have with respect to the
books and records of the Company and its subsidiaries, or to inspect their
properties or discuss their affairs, finances and accounts, under the laws of
the jurisdictions in which they are incorporated.
2.2 Right of Participation. The Company hereby grants to each Holder
----------------------
who owns any Shares or any shares of Common Stock issued upon conversion of the
Shares the right of participation to purchase a pro rata share of New Securities
(as defined in this Section 2.2) which the Company may, from time to time,
propose to sell and issue. A Holder's pro rata share, for purposes of this
right of participation, is the ratio of the number of shares of Common Stock
owned by such Holder immediately prior to the issuance of New Securities,
assuming full conversion of the Shares and exercise of an option or warrant held
by such Holder, to the total number of shares of Common Stock outstanding
immediately prior to the issuance of New Securities, assuming full conversion of
the Shares and exercise of all outstanding rights, options and warrants to
acquire Common Stock of the Company. This right of participation shall be
subject to the following provisions:
(a) "New Securities" shall mean any capital stock (including Common
Stock and/or Preferred Stock) of the Company whether now authorized or not, and
rights, options or warrants to purchase such capital stock, and securities of
any type whatsoever that are, or may become, convertible into capital stock;
provided that the term "New Securities" does not include (i) securities
purchased under the Series F Agreement; (ii) securities issued upon conversion
of the Shares; (iii) securities issued in connection with the acquisition of
another business entity or business segment of any such entity by the Company by
merger, purchase of substantially all the assets or other reorganization; (iv)
securities issued in connection with any borrowings, direct or indirect, from
financial institutions or other persons by the Company, whether or not presently
authorized, including any type of loan or payment evidenced by any type of debt
instrument; (v) securities issued to employees, consultants, officers or
directors of the Company pursuant to any stock option, stock purchase or stock
bonus plan, agreement or arrangement approved by the Board of Directors; (vi)
securities issued in connection with
13
corporate partnerships approved by the Board of Directors; (vii) securities
issued to vendors or customers or to other persons in similar commercial
situations with the Company if such issuance is approved by the Board of
Directors; (viii) securities issued in connection with obtaining lease
financing, whether issued to a lessor, guarantor or other person; (ix)
securities issued in connection with any stock split, stock dividend or
recapitalization of the Company; securities issued with the approval of holders
of a majority of the outstanding shares of Preferred Stock and the Board of
Directors; and (xi) any right, option or warrant to acquire any security
convertible into the securities excluded from the definition of New Securities
pursuant to subsections (i) through (x) above.
(b) In the event the Company proposes to undertake an issuance of
New Securities, it shall give each Holder written notice of its intention,
describing the type of New Securities, and their price and the general terms
upon which the Company proposes to issue the same. Each Holder shall have twenty
(20) days after any such notice is mailed or delivered to agree to purchase such
Holder's pro rata share of such New Securities for the price and upon the terms
specified in the notice by giving written notice to the Company and stating
therein the quantity of New Securities to be purchased.
(c) In the event any Holder fails to exercise fully the right of
participation within such twenty (20) day period, the Company shall have one
hundred twenty (120) days thereafter to sell or enter into an agreement
(pursuant to which the sale of New Securities covered thereby shall be closed,
if at all, within one hundred twenty (120) days from the date of such agreement)
to sell the New Securities respecting which the right of participation set forth
in this Section 2.2 was not exercised, at a price and upon terms no more
favorable to the purchasers thereof than specified in the Company's notice
pursuant to Section 2.2(b). In the event the Company has not sold within such
one hundred twenty (120) day period or entered into an agreement to sell the New
Securities in accordance with the foregoing within one hundred twenty (120) days
from the date of such agreement, the Company shall not thereafter issue or sell
any New Securities, without first again offering such securities to the Holders
in the manner provided in Section 2.2(b) above.
(d) The right of participation granted under this Agreement shall
expire upon, and shall not be applicable to, the first sale of Common Stock of
the Company to the public effected pursuant to a registration statement filed
with, and declared effective by the Commission under the Securities Act, with
proceeds of more than $8,000,000 and shall in any event expire on September 6,
2005.
(e) The right of participation set forth in this Section 2.2 may not
be assigned or transferred, except that (i) such right is assignable by each
Holder to any wholly owned subsidiary or parent of, or to any corporation or
entity that is, within the meaning of the Securities Act, controlling,
controlled by or under common control with, any such Holder, and (ii) such right
is assignable between and among any of the Holders.
2.3 Key Person Life Insurance. The Company has as of the date hereof or
-------------------------
shall within ninety (90) days of the date hereof use its best efforts to obtain
from financially sound and reputable insurers a reasonable amount of term life
insurance on the lives of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇. The
Company will cause to be maintained the term life insurance required by this
Section 2.3, except as otherwise decided in accordance with
14
policies adopted by the Company's Board of Directors. Such policies shall name
the Company as loss payee and shall not be cancelable by the Company without
prior approval of the Board of Directors.
2.4 Transfers of Shares. The Shareholders shall be entitled to
-------------------
transfer or assign their Shares in accordance with federal and state securities
law (including, but not limited to, Regulation S) provided that the transferee
or assignee of such shares assumes, in a writing in form and substance
satisfactory to the Company, the obligations of such Shareholder under this
Agreement, the purchase agreement pursuant to which the Shareholder purchased
such Shares and any other agreement with respect to the Shares to which such
Shareholder is bound.
3. Miscellaneous.
-------------
3.1 Governing law. This Agreement shall be governed in all respects
-------------
by the laws of the State of California, as if entered into by and between
California residents exclusively for performance entirely within California.
3.2 Successors and Assigns. Except as otherwise expressly provided
----------------------
herein, the provisions hereof shall inure to the benefit of, and be binding
upon, the successors, assigns, heirs, executors and administrators of the
parties hereto.
3.3 Entire Agreement; Amendment; Waiver. This Agreement (including
-----------------------------------
the Exhibits hereto) constitutes the full and entire understanding and agreement
between the parties with regard to the subjects hereof and thereof. Neither this
Agreement nor any term hereof may be amended, waived, discharged or terminated,
except by a written instrument signed by the Company and the holders of at least
a majority of the Registrable Shares and any such amendment, waiver, discharge
or termination shall be binding on all the Holders, but in no event shall the
obligation of any Holder hereunder be materially increased, except upon the
written consent of such Holder.
3.4 Notices, etc. All notices and other communications required or
------------
permitted hereunder shall be in writing and shall be mailed by United States
first-class mail, postage prepaid, or sent via confirmed facsimile with a
duplicate sent by United States first-class mail, postage prepaid, or delivered
personally by hand or nationally recognized courier addressed (a) if to a
Holder, as indicated on the signature page hereto, or at such other address as
such holder or permitted assignee shall have furnished to the Company in
writing, or (b) if to the Company, at its principal offices, or at such other
address as the Company shall have furnished to each holder in writing. All such
notices and other written communications shall be effective (i) if mailed, five
(5) days after mailing, (ii) if delivered, upon delivery and (iii) if sent by
confirmed facsimile, upon receipt by the sender of a confirmation generated by
sender's facsimile machine indicating the notice was received in full at
appropriate facsimile phone number.
3.5 Delays or Omissions. No delay or omission to exercise any right,
-------------------
power or remedy accruing to any Holder, upon any breach or default of the
Company under this Agreement shall impair any such right, power or remedy of
such Holder nor shall it be construed to be a waiver of any such breach or
default, or an acquiescence therein, or of or in any similar breach or default
thereafter occurring; nor shall any waiver of any single breach or default be
deemed a waiver of any other breach or default therefore or thereafter
occurring. Any waiver,
15
permit, consent or approval of any kind or character on the part of any Holder
of any breach or default under this Agreement or any waiver on the part of any
Holder of any provisions or conditions of this Agreement must be made in writing
and shall be effective only to the extent specifically set forth in such
writing. All remedies, either under this Agreement or by law or otherwise
afforded to any Holder, shall be cumulative and not alternative.
3.6 Rights; Separability. Unless otherwise expressly provided
--------------------
herein, a Holder's rights hereunder are several rights, not rights jointly held
with any of the other Holders. In case any provision of this Agreement shall be
invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby.
3.7 Information Confidential. Each Holder acknowledges that the
------------------------
information received by them pursuant hereto may be confidential and for its use
only, and it will not use such confidential information in violation of the
Exchange Act or reproduce, disclose or disseminate such information to any other
person (other than its employees or agents having a need to know the contents of
such information, and its attorneys), except in connection with the exercise of
rights under this Agreement, unless the Company has made such information
available to the public generally or such Holder is required to disclose such
information by a governmental body.
3.8 Titles and Subtitles. The titles of the paragraphs and
--------------------
subparagraphs of this Agreement are for convenience of reference only and are
not to be considered in construing this Agreement.
3.9 Counterparts. This Agreement may be executed in any number of
------------
counterparts, each of which shall be an original, but all of which together
shall constitute one instrument.
3.10 Condition Precedent to Agreement. Prior to the effective date of
--------------------------------
this Agreement, the Company had granted registration rights pursuant to the
Existing Rights Agreement. This Agreement shall not bind, or grant rights to,
Trimble or to the Existing Holders unless and until it is executed by the
holders of in excess of 50% of the Registrable Securities (as that term is
defined in the Existing Rights Agreement), voting together as a class, and the
Company.
Pursuant to Section 3.3 of the Existing Rights Agreement and subject to the
execution of this Agreement by the holders of in excess of 50% of the
Registrable Securities (as that term is defined in the Existing Rights
Agreement), the undersigned holders of shares of Registrable Securities (as that
term is defined in the Existing Rights Agreement) hereby agree to the waiver of
all registration rights granted under the Existing Rights Agreement and to
replace such rights with the rights granted in this Agreement.
Subject to the execution of this Agreement by the holders of in excess of
50% of the Registrable Securities (as that term is defined in the Existing
Rights Agreement), the Company represents and warrants that except as provided
by this Agreement, it is under no obligation to register any of its securities
under the Securities Act.
16
Each party who executes this Agreement shall be deemed to have done so with
respect to all the Series A, Series B, Series C, Series D, Series E and Series F
Shares and any other securities held by such party as of the date hereof.
3.11 Subsequent Closings. In the event that the Company shall conduct
-------------------
subsequent sales of Series F Preferred Stock pursuant to and in accordance with
the terms of the Series F Preferred Stock Purchase Agreement dated as of October
4, 2000, as it may be amended from time to time, any holder of such shares of
Series F Preferred Stock shall be deemed an Investor with all of the rights of
an Investor under this Agreement; provided that as a condition thereto such
Investor and the Company shall sign a counterpart signature page to this
Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Amended and
Restated Investors' Rights Agreement effective as of the day and year first
above written.
SiRF TECHNOLOGY, INC.
By /s/ ▇▇▇▇▇▇▇ ▇▇
-------------------------------
Title President & CEO
----------------------------
Address: ▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇.
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
17
INVESTOR SIGNATURE PAGE
TO SiRF TECHNOLOGY, INC.
AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT
▇▇▇▇▇▇▇ NAVIGATION LIMITED
By: _______________________________
Title: ____________________________
Address: __________________________
__________________________
Tel: __________________________
Fax: __________________________
Email: __________________________
18
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
_______________________________________
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇
_______________________________________
▇▇▇▇▇▇ ▇▇▇▇▇
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
_______________________________________
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ AND ▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇, TRUSTEES, THE BANATAO
LIVING TRUST DATED 7/21/99
By /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
__________________________________
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Trustee
TALLWOOD PARTNERS, L.P.
By /s/ [illegible]
_________________________________
Title ______________________________
FORTUNE VENTURE CAPITAL, CO.
By /s/ [illegible]
_________________________________
Title ______________________________
19
▇▇▇▇▇ CORPORATION
By /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇.
____________________________________
Title Senior Managing Director
_________________________________
MITSUI COMTEK CORP.
By /s/ [illegible]
____________________________________
Title Vice President
_________________________________
NOKIA HOLDING INC.
By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
____________________________________
Title Vice President & Secretary
_________________________________
F.P.H.C. INTERNATIONAL, INC.
By ____________________________________
Title _________________________________
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
_______________________________________
▇▇▇▇▇ ▇. ▇▇▇▇▇
20
INVESTAR SEMICONDUCTOR
DEVELOPMENT FUND, INC.
By ___________________________________
Title ________________________________
INVESTAR BURGEON VENTURE CAPITAL, INC.
By ___________________________________
Title ________________________________
INVESTAR DAYSPRING VENTURE CAPITAL, INC.
By ___________________________________
Title ________________________________
HIKARI TSUSHIN, INC.
By /s/ [illegible]
___________________________________
Title Director
________________________________
FAT VENTURE CAPITAL CO., LTD.
By /s/ [illegible]
___________________________________
Title Vice President
________________________________
21
TITAN I VENTURE CAPITAL CO., LTD.
By /s/ [illegible]
___________________________________
Title Vice President
________________________________
TITAN II VENTURE CAPITAL CO., LTD.
By /s/ [illegible]
___________________________________
Title Vice President
________________________________
IONICS CIRCUITS, INC.
By /s/ [illegible]
___________________________________
Title President/CEO
________________________________
TRANSATLANTIC VENTURE PARTNERS C.V.
By /s/ [illegible]
___________________________________
Title Investment Manager
________________________________
CHINA DEVELOPMENT INDUSTRIAL BANK INC.
By /s/ [illegible]
___________________________________
Title
________________________________
22
SEED VENTURERS II LIMITED
By ________________________________________
Title _____________________________________
YAMAHA CORPORATION
By /s/ [illegible]
----------------------------------------
Title Director, General Manager of
-------------------------------------
Semiconductor Division
-------------------------------------
BEIJING TECHNOLOGY DEVELOPMENT FUND LDC
By /s/ [illegible]
----------------------------------------
Title Chairman
--------------------------------------
CTS INVESTMENT CO., LTD.
By /s/ [illegible]
---------------------------------------
Title President
------------------------------------
INTERNATIONAL NETWORK CAPITAL LDC
By /s/ [illegible]
---------------------------------------
Title Chairman
------------------------------------
23
INTERNATIONAL NETWORK CAPITAL CORP.
By /s/ [illegible]
-----------------------------------------
Title President
--------------------------------------
MOBILE INTERNET I LIMITED LIABILITY FUND
By /s/ [illegible]
-----------------------------------------
Title General Partner
--------------------------------------
DELL VENTURES L.P.
By ________________________________________
Title: _____________________________________
INTEL CORPORATION
By /s/ ▇▇▇▇ ▇▇▇▇
-----------------------------------------
Title Assistant Treasurer
--------------------------------------
/s/ I-▇▇▇▇ ▇▇▇
--------------------------------------------
I-▇▇▇▇ ▇▇▇
24
A.M.G.E. Limited
By /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
-----------------------------------------
Title Director
--------------------------------------
/s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇
--------------------------------------------
▇▇▇▇▇▇▇▇▇ ▇▇▇
/s/ ▇▇▇▇▇▇▇▇ ▇▇▇
--------------------------------------------
▇▇▇▇▇▇▇▇ ▇▇▇
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
--------------------------------------------
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
--------------------------------------------
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇
--------------------------------------------
▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇
/s/ ▇▇▇▇▇ ▇▇
--------------------------------------------
▇▇▇▇▇ ▇▇
AMERICAN PACIFIC VENTURES, INC.
By /s/ [illegible]
-----------------------------------------
Title Chairman
--------------------------------------
25
/s/ ▇▇▇▇▇▇▇▇ Del ▇▇▇▇▇▇▇
--------------------------------------------
▇▇▇▇▇▇▇▇ Del ▇▇▇▇▇▇▇
/s/ ▇▇▇▇▇▇▇ See
--------------------------------------------
▇▇▇▇▇▇▇ See
/s/ Emma See
--------------------------------------------
Emma See
BAYVIEW INVESTORS, LTD.
By /s/ [illegible]
-----------------------------------------
Title Managing Director
--------------------------------------
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
--------------------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
CHINATRUST VENTURE CAPITAL CO., LTD.
By /s/ [illegible]
-----------------------------------------
Title Managing Director
--------------------------------------
/s/ Chong-▇▇▇▇ ▇▇▇
--------------------------------------------
Chong-▇▇▇▇ ▇▇▇
/s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
--------------------------------------------
▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
26
/s/ ▇▇▇▇▇▇▇▇ ▇. Allinas
--------------------------------------------
▇▇▇▇▇▇▇▇ ▇. Allinas
CTS INVESTMENT CO., LTD.
By: ________________________________________
Title: _____________________________________
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
--------------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
--------------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
--------------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
/s/ Desi ▇▇▇▇▇ ▇▇▇▇▇▇▇
--------------------------------------------
Desi ▇▇▇▇▇ ▇▇▇▇▇▇▇
ECICS VENTURES 2 LTD.
By /s/ ▇▇▇▇▇▇▇ ▇▇▇▇
-----------------------------------------
Title Executive Director
--------------------------------------
/s/ ▇▇▇▇▇▇▇ ▇. Del ▇▇▇▇▇
--------------------------------------------
▇▇▇▇▇▇▇ ▇. Del Fonso
27
/s/ ▇▇▇▇▇▇ Po-We ▇▇▇
-----------------------------------------------
▇▇▇▇▇▇ Po-We ▇▇▇
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇
-----------------------------------------------
▇▇▇▇▇▇ ▇▇▇▇▇
/s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
-----------------------------------------------
▇▇▇▇▇▇▇▇ ▇▇▇▇▇
/s/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
-----------------------------------------------
▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
/s/ ▇▇▇▇▇▇ ▇. ▇▇ ▇▇▇▇
-----------------------------------------------
▇▇▇▇▇▇ ▇. ▇▇ ▇▇▇▇
HITACHI, LTD.
By /s/ Masahiko Ogirima
-------------------------------------------
Title General Manager, Strategic Busines
---------------------------------------
Div. Semiconductor & Integrated Circuit
---------------------------------------
ICCP VENTURES, INC.
By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
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Title_________________________________________
28
/s/ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇
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▇▇▇▇▇▇ ▇▇ ▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇. OR ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇,
AS JOINT TENANTS WITH RIGHT OF SURVIVORSHIP
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------------------
Title_____________________________________
/s/ ▇▇▇▇▇ del ▇▇▇▇▇
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▇▇▇▇▇ del ▇▇▇▇▇
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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▇▇▇▇ ▇▇▇▇▇▇▇▇▇
/s/ ▇▇▇▇ ▇. ▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇
/s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇
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▇▇▇▇▇▇▇▇ ▇. ▇▇▇
/s/ ▇▇▇▇ ▇▇▇
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▇▇▇▇ ▇▇▇
/s/ ▇▇▇▇▇▇▇▇ Siguion ▇▇▇▇▇
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▇▇▇▇▇▇▇▇ Siguion ▇▇▇▇▇
29
/s/ ▇▇▇▇▇ ▇▇▇▇▇
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▇▇▇▇▇ ▇▇▇▇▇
/s/ Louis ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Louis ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
MC CAPITAL INC.
By /s/ [illegible]
----------------------------------------
Title President
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MC SILICON VALLEY, INC.
By /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
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Title President
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MITSUBISHI INTERNATIONAL CORPORATION
By /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
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Title General Manager
------------------------------------
30
NASCENT SOLUTIONS LTD
By /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
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Title Director
------------------------------------
/s/ ▇▇▇▇ ▇. Malaya
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▇▇▇▇ ▇. Malaya
PACIFIC VENTURE CAPITAL CO. LTD.
By /s/ [illegible]
---------------------------------------
Title Managing Director
------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ AND ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, J
By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and Sophie C. L
-------------------------------------
Title Trustees
------------------------------------
PM&S VENTURE FUND II, LLC
By /s/ ▇▇▇▇▇ del ▇▇▇▇▇
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Title_____________________________________
31
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
/s/ Ronaldo Salonga
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Ronaldo Salonga
/s/ ▇▇▇▇▇ ▇▇▇
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▇▇▇▇▇ ▇▇▇
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
/s/ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇
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▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇
TKS VENTURE CAPITAL CO., LTD.
By /s/ [illegible]
---------------------------------------
Title Managing Director
------------------------------------
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
------------------------------------------
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
/s/ ▇▇▇▇▇▇ Magdarong
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▇▇▇▇▇▇ Magdarong
32
/s/ Virginia ▇▇▇▇ ▇. Dy
------------------------------------------
Virginia ▇▇▇▇ ▇. Dy
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Dy
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▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Dy
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇.
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▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇.
CAPQUEST VENTURES, INC.
By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Title Managing Director
------------------------------------
33
