WIND RIVER SYSTEMS, INC. 3.75% CONVERTIBLE SUBORDINATED NOTES DUE DECEMBER 15, 2006 REGISTRATION RIGHTS AGREEMENTWind River Systems Inc • December 17th, 2001 • Services-computer programming services • New York
Wind River Systems, Inc., a Delaware corporation ("the Company"), proposes to issue and sell to you (the "Initial Purchasers"), upon the terms set forth in a purchase agreement of even date herewith (the "Purchase Agreement"), $125,000,000 aggregate principal amount (plus up to an additional $25,000,000 aggregate principal amount) of its 3.75% Convertible Subordinated Notes due December 15, 2006 (the "Initial Securities"). The Initial Securities will be convertible into shares of common stock, par value $0.001 per share, of the Company (the "Common Stock") at the conversion price set forth in the Offering Circular dated December 5, 2001. The Initial Securities will be issued pursuant to an Indenture, dated as of December 10, 2001 (the "Indenture"), among the Company and Bankers Trust Company, as trustee (the "Trustee"). As an inducement to the Initial Purchasers to enter into the Purchase Agreement, the Company agrees with the Initial Purchasers, for the benefit of (i) the Initial Purc
Wind River Letterhead] September 14, 2001 Mr. Curtis Schacker 171 Alpine Terrace Oakland, CA 94618 Re: Separation Agreement Dear Curtis:Wind River Systems Inc • December 17th, 2001 • Services-computer programming services • California
As you have been informed, Wind River Systems (the "Company") has eliminated your job position as part of its recent restructuring. This Agreement sets forth the substance of the separation agreement (the "Agreement") that the Company is offering you to aid in your employment transition.
Wind River Systems, Inc. PURCHASE AGREEMENTWind River Systems Inc • December 17th, 2001 • Services-computer programming services • New York
CREDIT SUISSE FIRST BOSTON CORPORATION, UBS WARBURG LLC THOMAS WEISEL PARTNERS LLC c/o CREDIT SUISSE FIRST BOSTON CORPORATION, Eleven Madison Avenue, New York, N.Y. 10010-3629
