EXHIBIT 4.6
AMENDMENT NO. 4 TO SECOND
AMENDED AND RESTATED
INVESTOR RIGHTS AGREEMENT
This Agreement, dated as of February 11, 2000, is entered into by and
among Sycamore Networks, Inc., a Delaware corporation ( the "Company"), the
Investors (as defined below) and the Founders (as defined below).
WHEREAS, the Company has entered into a Second Amended and Restated
Investor Rights Agreement (the "Agreement") dated as of February 26, 1999, with
the persons and entities listed on Schedule I thereto under the heading
"Investors" (individually, an "Investor" and collectively, the "Investors") and
the persons listed on Schedule II thereto under the heading "Founders"
(individually, a "Founder" and collectively, the "Founders"), which Agreement
was amended by Amendment No. 1 thereto dated as of July 23, 1999 by and among
the Company, Siemens Information and Communication Networks, Inc., a Delaware
corporation, the Investors and the Founders, and further amended by Amendment
No. 2 thereto and Amendment No. 3 thereto dated as of August 5, 1999, and
September 20, 1999, respectively, by and among the Company, the Investors and
the Founders (the Agreement, as so amended being referred to herein as the
"Second Restated Agreement"); and
WHEREAS, the Second Restated Agreement provides, among other things,
that it may be amended at any time by a written instrument signed by the Company
and Investors holding at least a majority of the shares of the common stock
$.001 par value, of the Company issued or issuable upon conversion of the Shares
(as defined in the Second Restated Agreement); and
WHEREAS, the Investors parties hereto hold shares of Common Stock
representing at least a majority of the shares of Common Stock issued upon
conversion of the Shares; and
WHEREAS, the parties hereto wish to amend the Second Restated
Agreement as set forth herein;
NOW, THEREFORE, in consideration of the mutual promises and covenants
contained herein, and for other good and valuable consideration, the receipt of
which is hereby acknowledged, the parties hereto agree as follows:
1. Paragraph (a) of Section 2 of Article III of the Second Restated
Agreement shall be deleted in its entirety and the following substituted in its
place:
a. Whenever the Company proposes to file a
Registration Statement at any time and from time to
time, it will, prior to such filing, give written
notice to all Stockholders of its intention to do so
and, upon the written request of a Stockholder or
Stockholders, given within 10 business days after the
Company provides such notice (which request shall state
the intended method of disposition of such Registrable
Shares), the Company shall use its reasonable best
efforts to cause all Registrable Shares which the
Company has been requested by such Stockholder or
Stockholders to register, to be registered under the
Securities Act to the extent necessary to permit their
sale or other disposition in accordance with the
intended methods of distribution specified in the
request of such Stockholder or Stockholders; provided,
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however, that the provisions of this Section 2 shall
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not apply to any Registration Statement filed by the
Company prior to January 1, 2001; provided, further,
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however, that the Company shall have the right to
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postpone or withdraw any registration effected pursuant
to this Section 2 without obligation to any
Stockholder.
2. The Second Restated Agreement, as supplemented and modified by this
Amendment together with the other writings referred to in the Second Restated
Agreement or delivered pursuant thereto which form a part thereof, contains the
entire agreement among the parties with respect to the subject matter thereof
and amends, restates and supersedes all prior and contemporaneous arrangements
or understandings with respect thereto.
3. Upon the effectiveness of this Agreement, on and after the date
hereof, each reference in the Second Restated Agreement to "this Agreement,"
"hereunder," "hereof," "herein" or words of like import, and each reference in
the other documents entered into in connection with the Second Restated
Agreement, shall mean and be a reference to the Second Restated Agreement, as
amended hereby. Except as specifically amended above, the Second Restated
Agreement shall remain in full force and effect and is hereby ratified and
confirmed.
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4. This Amendment shall be governed by the laws of the State of Delaware,
notwithstanding the conflict-of-law doctrines of Delaware or any other
jurisdiction to the contrary.
5. This Amendment may be executed in any number of counterparts, and each
such counterpart shall be deemed to be an original instrument, but all such
counterparts together shall constitute but one agreement.
6. This Amendment shall be binding on all parties to the Second Restated
Agreement as and when executed by the Company and Investors holding at least a
majority of the shares of Common Stock issued upon conversion of the Shares.
IN WITNESS WHEREOF the parties hereto have executed this Amendment on the
date first above written.
COMPANY:
SYCAMORE NETWORKS, INC.
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇
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▇▇▇▇▇▇ ▇▇▇▇▇
President
INVESTORS
SIEMENS INFORMATION AND
COMMUNICATION NETWORKS, INC.
By:___________________________________
Address: ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
For Notices: ▇.▇. ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Attn: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
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With Copies to: Siemens Corporation
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Attn: General Counsel
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
MATRIX PARTNERS V, L.P.
Bay Colony Corporate Center
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By: Matrix V Management Co., L.L.C.,
its General Partner
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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MATRIX V ENTREPRENEURS FUND, L.P.
Bay Colony Corporate Center
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By: Matrix V Management Co., L.L.C.,
its General Partner
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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NORTH BRIDGE VENTURE PARTNERS II, L.P.
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By: North Bridge Ventures Partners II, L.P.
its General Partner
By:_________________________________________
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INTEGRAL CAPITAL PARTNERS IV, L.P.
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By: Integral Capital Management IV, LLC
its General Partner
By:__________________________________________
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
a Manager
INTEGRAL CAPITAL PARTNERS IV
MS SIDE FUND, L.P.
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By: ICP MS Management, LLC
its General Partner
By:__________________________________________
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a Manager
PEQUOT PRIVATE EQUITY FUND, L.P.
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By:_________________________________________
PEQUOT OFFSHORE PRIVATE
EQUITY FUND, INC.
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▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
By:_________________________________________
PEQUOT VENTURE PARTNERS, L.P.
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By:_________________________________________
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SPINNAKER FOUNDERS FUND, L.P.
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By: ▇▇▇▇▇▇ Capital Management, L.L.C.
its General Partner
By:_________________________________________
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Managing
Director of Operations of ▇▇▇▇▇▇
Capital Management, L.L.C.
SPINNAKER OFFSHORE
FOUNDERS FUND, CAYMAN LIMITED
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▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
By: ▇▇▇▇▇▇ Capital Management, L.L.C.,
its Investment Adviser and Attorney-in-Fact
By:_________________________________________
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Managing
Director of Operations of ▇▇▇▇▇▇
Capital Management, L.L.C.
SPINNAKER CLIPPER FUND, L.P.
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▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
By: ▇▇▇▇▇▇ Capital Management, L.L.C.,
its General Partner
By:_______________________________________
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Managing
Director of Operations of ▇▇▇▇▇▇
Capital Management, L.L.C.
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ATGF II, a Panamanian corporation
SUCRE Building Calle 48 Este
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By:_________________________________________
Director
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By:_________________________________________
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____________________________________________
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____________________________________________
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/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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/s/ ▇▇▇▇▇▇ ▇▇▇▇▇
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▇▇▇▇▇▇ ▇▇▇▇▇
FOUNDERS:
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Address: ▇ ▇▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
____________________________________________
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Address: ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, #▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
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Schedule I
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Investors
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Matrix Partners V, L.P.
Matrix V Entrepreneurs Fund, L.P.
North Bridge Venture Partners II, L.P.
Integral Capital Partners IV, L.P.
Integral Capital Partners IV MS Side Fund, L.P.
Pequot Private Equity Fund, L.P.
Pequot Venture Partners, L.P.
Pequot Offshore Private Equity Fund, Inc.
ATGF II, a Panamanian corporation
The ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ 1995 Trust
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Spinnaker Founders Fund, L.P.
Spinnaker Offshore Founders Fund, Cayman Limited
Spinnaker Clipper Fund, L.P.
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▇▇▇ ▇▇▇▇ Li
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Siemens Information and Communication Networks, Inc.
