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EXHIBIT 10.8
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SIMPLEX SOLUTIONS, INC.
REGISTRATION RIGHTS AGREEMENT
MARCH 31, 2000
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TABLE OF CONTENTS
PAGE
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1. Certain Definitions.......................................................................................1
2. Restrictions on Transferability...........................................................................2
3. Restrictive Legend........................................................................................2
4. Notice of Proposed Transfers..............................................................................3
5. Registration..............................................................................................4
5.1 Company Registration................................................................................4
5.2 Expenses of Registration............................................................................5
5.3 Registration Procedures.............................................................................5
5.4 Information by Holder...............................................................................6
5.5 Indemnification.....................................................................................6
6. Lockup Agreement..........................................................................................8
7. Amendment; Assignment.....................................................................................8
8. Termination...............................................................................................9
9. Governing Law.............................................................................................9
10. Entire Agreement..........................................................................................9
11. Notices, etc..............................................................................................9
12. Counterparts.............................................................................................10
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EXHIBITS
A. Schedule of SHAREHOLDERS
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SIMPLEX SOLUTIONS, INC.
REGISTRATION RIGHTS AGREEMENT
This Registration Rights Agreement (this "Agreement") is made effective as
of March 31, 2000 by and among Simplex Solutions, Inc., a Delaware corporation
(the "Company"), and the shareholders of Snaketech S.A., a French corporation,
listed on Exhibit A hereto (the "Holders").
RECITALS
A. The Company and the Holders are parties to that certain Share Purchase
Agreement (the "Acquisition Agreement") dated as of March 13, 2000, whereby the
Company will issue Common Stock of the Company to the Holders in exchange for
all of the capital stock of Target held by the Holders.
B. The obligations of the Holders under the Acquisition Agreement are
conditioned, among other things, upon the issuance to Holders of Common Stock of
the Company accompanied by registration rights.
C. The Company desires to grant to the Holders, and the Holders desire to
be granted, the rights created herein.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual promises and covenants
herein, the receipt and sufficiency are hereby acknowledged, the parties hereto
agree as follows:
1. CERTAIN DEFINITIONS. As used in this Agreement, the following terms
shall have the following respective meanings:
"Acquisition Common Stock" shall mean Common Stock issued to the Holders
pursuant to the Acquisition Agreement.
"Commission" means the Securities and Exchange Commission or any other
federal agency at the time administering the Securities Act.
"Common Stock" means the Common Stock of the Company par value $.001 per
share.
"Exchange Act" means the Securities Exchange Act of 1934, as amended, or
any similar federal rule or statute and the rules and regulations of the
Commission thereunder, all as the same shall be in effect at the time.
"Qualified Initial Public Offering" shall mean the Company's initial public
offering pursuant to an effective registration statement under the Securities
Act covering the offer and sale of the Common Stock to the public.
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"Registrable Securities" means (i) the Acquisition Common Stock, and (ii)
any Common Stock, issued or issuable in respect of any of the foregoing upon any
stock split, stock dividend, recapitalization or similar event; provided,
however, that securities shall only be treated as Registrable Securities if and
so long as (x) they have not been registered or sold to or through a broker or
dealer or underwriter in a public distribution or a public securities
transaction and (y) the registration rights with respect to such securities have
not terminated pursuant to Section 8.
The terms "register," "registered" and "registration" refer to a
registration effected by preparing and filing a registration statement in
compliance with the Securities Act, and the declaration or ordering of the
effectiveness of such registration statement.
"Registration Expenses" shall mean all expenses, except as otherwise stated
below, incurred by the Company in complying with Section 5.1 hereof, 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, the expense of any special audits incident to or required
by any such registration (but excluding the compensation of regular employees of
the Company which shall be paid in any event by the Company). Registration
Expenses shall exclude the fees and disbursements for special counsel to any
and/or all selling Holders and Selling Expenses.
"Restricted Securities" shall mean the securities of the Company required
to bear the legends set forth in Section 3 hereof.
"Rule 144" and "Rule 145" shall mean Rules 144 and 145, respectively,
promulgated under the Securities Act, or any similar federal rules thereunder,
all as the same shall be in effect at the time.
"Securities Act" shall mean the Securities Act of 1933, as amended, or any
similar federal rule or statute and the rules and regulations of the Commission
thereunder, all as the same shall be in effect at the time.
"Selling Expenses" shall mean all underwriting discounts, selling
commissions stock transfer taxes applicable to the securities registered by the
Holders.
2. RESTRICTIONS ON TRANSFERABILITY. The Acquisition Common Stock and any
other securities issued in respect of such stock upon any stock split, stock
dividend, recapitalization, merger, or similar event, shall not be sold,
assigned, transferred or pledged except upon the conditions specified in this
Agreement, which conditions are intended to ensure compliance with the
provisions of the Securities Act. Each Holder will cause any proposed purchaser,
assignee, transferee, or pledgee of any such shares held by the Holder or
transferor to agree to take and hold such securities subject to the restrictions
and upon the conditions specified in this Agreement.
3. RESTRICTIVE LEGEND. Each certificate representing the Acquisition
Common Stock, or any other securities issued in respect of such stock upon any
stock split, stock dividend, recapitalization, merger, or similar event, shall
(unless otherwise permitted by the provisions of Section 4 below) be stamped or
otherwise imprinted with legends in substantially the following form (in
addition to any legends required by agreement or by applicable state securities
laws):
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THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). SUCH SECURITIES MAY NOT BE
TRANSFERRED UNLESS A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS
TO SUCH TRANSFER OR IN THE OPINION OF COUNSEL FOR THE COMPANY, SUCH
TRANSFER MAY BE MADE PURSUANT TO RULE 144 OR REGISTRATION UNDER THE ACT IS
OTHERWISE UNNECESSARY IN ORDER FOR SUCH TRANSFER TO COMPLY WITH THE ACT.
THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCKUP PERIOD
OF UP TO 180 DAYS FOLLOWING THE EFFECTIVE DATE OF A REGISTRATION STATEMENT
OF THE COMPANY FILED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AS SET
FORTH IN AN AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE
SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE
ISSUER. SUCH LOCKUP PERIOD IS BINDING ON TRANSFEREES OF THESE SHARES.
Each Holder consents to the Company making a notation on its records and
giving stop transfer instructions to any transfer agent of its capital stock in
order to implement the restrictions on transfer established in this Agreement.
4. NOTICE OF PROPOSED TRANSFERS. The holder of each certificate
representing Restricted Securities by acceptance thereof agrees to comply in all
respects with the provisions of this Section 4. Without in any way limiting the
immediately preceding sentence, no sale, assignment, transfer or pledge of
Restricted Securities shall be made by any holder thereof to any person unless
such person shall first agree in writing to be bound by the restrictions of this
Agreement. Prior to any proposed sale, assignment, transfer or pledge of any
Restricted Securities, unless there is in effect a registration statement under
the Securities Act covering the proposed transfer, the holder thereof shall give
written notice to the Company of such holder's intention to effect such
transfer, sale, assignment or pledge. Each such notice shall describe the manner
and circumstances of the proposed transfer, sale, assignment or pledge in
sufficient detail, and, if requested by the Company, the holder shall also
provide, at such holder's expense, either (i) a written opinion of legal counsel
who shall be, and whose legal opinion shall be, reasonably satisfactory to the
Company addressed to the Company, to the effect that the proposed transfer of
the Restricted Securities may be effected without registration under the
Securities Act, or (ii) a "no action" letter from the Commission to the effect
that the transfer of such securities without registration will not result in a
recommendation by the staff of the Commission that action be taken with respect
thereto, whereupon the holder of such Restricted Securities shall be entitled to
transfer such Restricted Securities in accordance with the terms of the notice
delivered by the holder to the Company; provided, however, that the Company
shall not request an opinion of counsel or "no action" letter with respect to
(i) a transfer not involving a change in beneficial ownership, (ii) a
transaction involving the distribution without consideration of Restricted
Securities by the holder to its constituent partners or members in proportion to
their ownership interests in the holder, or (iii) a transaction involving the
transfer without consideration of Restricted Securities by an individual holder
during such holder's lifetime
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by way of gift or on death by will or intestacy. Each certificate evidencing the
Restricted Securities transferred as above provided shall bear, except if such
transfer is made pursuant to Rule 144, the appropriate restrictive legend set
forth in Section 3 above, except that such certificate shall not bear such
restrictive legend if in the opinion of counsel for such holder and counsel for
the Company such legend is not required in order to establish compliance with
any provision of the Securities Act. Notwithstanding the foregoing, each holder
of Restricted Securities agrees that it will not request that a transfer of the
Restricted Securities be made or that the legend set forth in Section 3 be
removed from the certificate representing the Restricted Securities, solely in
reliance on Rule 144(k), if as a result thereof the Company would be rendered
subject to the reporting requirements of the Exchange Act.
5. REGISTRATION.
5.1 COMPANY REGISTRATION.
(a) NOTICE OF REGISTRATION. If at any time or from time to time
the Company shall determine to register any of its equity securities, either for
its own account or for the account of other holders, other than (i) a
registration relating solely to employee benefit plans, (ii) a registration
relating solely to a Rule 145 transaction, (iii) a registration in which the
only equity security being registered is Common Stock issuable upon conversion
of convertible debt securities which are also being registered or (iv) pursuant
to Section 5.1 hereof, the Company will:
(i) promptly give to each Holder written notice thereof;
and
(ii) include in such registration (and any related
qualifications including compliance with Blue Sky laws), and in any underwriting
involved therein, all the Registrable Securities which shall not cause a
reduction in the number of shares to be sold by any other holders (other than
the Holders) of registration rights granted by the Company, specified in a
written request or requests, made within ten days after the date of such written
notice from the Company, by any Holder.
(b) UNDERWRITING. If the registration of which the Company gives
notice is for a registered public offering involving an underwriting, the
Company shall so advise the Holders as a part of the written notice given
pursuant to Section 5.1(a)(i). In such event, the right of any Holder to
registration pursuant to Section 5.1 shall be conditioned upon such Holder's
participation in such underwriting and the inclusion of Registrable Securities
in the underwriting shall be limited to the extent provided herein.
All Holders proposing to distribute their securities through such
underwriting shall (together with the Company and the other Holders distributing
their securities through such underwriting) enter into an underwriting agreement
in customary form with the managing underwriter selected for such underwriting
by the Company. Notwithstanding any other provision of this Section 5.1, if the
managing underwriter determines that marketing factors require a limitation of
the number of shares to be underwritten, the managing underwriter may limit or
exclude the Registrable Securities to be included in such registration prior to
limiting or excluding the shares held by other holders of registration rights
granted by the Company. The Company shall so advise all Holders requesting to
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be included in the registration and underwriting, and the number of shares of
Registrable Securities that may be included in the registration and underwriting
shall be allocated, first, among all holders of Series E Registrable securities,
as such term is defined in that Fourth Amended and Restated Rights Agreement
dated as of April 6, 1998 by and among the Company and the individuals and
entities set forth on Exhibit A thereto, , requesting to be included in the
registration and underwriting in proportion, as nearly as practicable, to the
respective amounts of Registrable Securities held by them at the time of filing
the registration statement, and second, if any shares shall be left over, among
all other holders of registration rights granted by the Company requesting to be
included in the registration and underwriting and all the Holders requesting to
be included in the registration and underwriting in proportion, as nearly as
practicable, to the respective amounts of Registrable Securities held by them at
the time of filing the registration statement. If any Holder disapproves of the
terms of any such underwriting, such person may elect to withdraw therefrom by
written notice to the Company. Notwithstanding the foregoing, the amount of any
Registrable Securities entitled to inclusion in any registration and
underwriting of the Company shall be limited or cut back such that the Company
is able to register and issue not less than seventy (70%) percent of the total
number of shares registered and issued in such offering.
5.2 EXPENSES OF REGISTRATION. All Registration Expenses incurred in
connection with all registrations pursuant to Section 5.1 shall be borne by the
Company. Unless otherwise stated, all Selling Expenses relating to securities
registered on behalf of the Holders and all other registration expenses shall be
borne by the Holders.
5.3 REGISTRATION PROCEDURES. In the case of each registration
effected by the Company pursuant to this Agreement, the Company will keep each
Holder advised in writing as to the initiation of such registration and as to
the completion thereof. The Company will:
(a) Prepare and file with the Commission a registration
statement with respect to such securities and use its reasonable efforts to
cause such registration statement to become and remain effective for at least 90
days or until the distribution described in the registration statement has been
completed;
(b) Furnish to the Holders participating in such registration
and to the underwriters of the securities being registered such reasonable
number of copies of the registration statement, preliminary prospectus, final
prospectus and such other documents as such persons may reasonably request in
order to facilitate the public offering of such securities;
(c) 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;
(d) Use its commercially reasonable efforts to register and
qualify the securities covered by such registration statement under such other
securities or blue sky laws of such jurisdictions as shall be reasonably
requested by the Holders, provided that the Company shall not be required in
connection therewith or as a condition thereto to qualify to do business or to
file a general consent to service of process in any such states or
jurisdictions; and
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(e) Notify each Holder 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 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 in the light of circumstances then existing.
(f) Cause all Registrable Securities registered pursuant to this
Agreement to be listed on each securities exchange on which similar securities
issued by the Company are then listed.
(g) Provide a transfer agent and registrar for all Registable
Securities registered pursuant to the Agreement and CUSIP number for all such
Registrable Securities, in each case not later than the effective date of such
registration.
5.4 INFORMATION BY HOLDER. The Holder or Holders of Registrable
Securities shall furnish to the Company such information regarding such
Holder(s), the Registrable Securities held by them and the distribution proposed
by such Holder(s) as the Company may request in writing and as shall be required
in connection with any registration referred to in this Agreement.
5.5 INDEMNIFICATION. In the event any Registrable Securities are
included in a registration statement under this Section 5:
(a) To the extent permitted by law, the Company will indemnify
and hold harmless each Holder, any underwriter (as defined in the Act) for such
Holder and each person, if any, who controls such Holder or underwriter within
the meaning of the Act or the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), against any losses, claims, damages, or liabilities (joint or
several) to which they may become subject under the Act, the Exchange Act or
other federal or state law, insofar as such losses, claims, damages, or
liabilities (or actions in respect thereof) arise out of or are based upon any
of the following statements, omissions or violations (collectively a
"Violation"): (i) any untrue statement or alleged untrue statement of a material
fact contained in such registration statement, including any preliminary
prospectus or final prospectus contained therein or any amendments or
supplements thereto, (ii) the 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 (iii) any violation or alleged violation by the
Company of the Act, the Exchange Act, any state securities law or any rule or
regulation promulgated under the Act, the Exchange Act or any state securities
law; and the Company will pay to each such Holder, underwriter or controlling
person, as incurred, any legal or other expenses reasonably incurred by them in
connection with investigating or defending any such loss, claim, damage,
liability, or action; provided, however, that the indemnity agreement contained
in this subsection 5.5(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 shall not be unreasonably
withheld), nor shall the
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Company be liable in any such case for any such loss, claim, damage, liability,
or action to the extent that it arises out of or is based upon a Violation which
occurs in reliance upon and in conformity with written information furnished
expressly for use in connection with such registration by any such Holder,
underwriter or controlling person.
(b) To the extent permitted by law, each selling Holder will
indemnify and hold harmless the Company, each of its directors, each of its
officers who has signed the registration statement, each person, if any, who
controls the Company within the meaning of the Act, any underwriter, any other
Holder selling securities in such registration statement and any controlling
person of any such underwriter or other Holder, against any losses, claims,
damages, or liabilities (joint or several) to which any of the foregoing persons
may become subject, under the Act, the Exchange Act or other federal or state
law, insofar as such losses, claims, damages, or liabilities (or actions in
respect thereto) arise out of or are based upon any Violation, in each case to
the extent (and only to the extent) that such Violation occurs in reliance upon
and in conformity with written information furnished by such Holder expressly
for use in connection with such registration; and each such Holder will pay, as
incurred, any legal or other expenses reasonably incurred by any person intended
to be indemnified pursuant to this subsection 5.5(b), in connection with
investigating or defending any such loss, claim, damage, liability, or action;
provided, however, that the indemnity agreement contained in this subsection
5.5(b) 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 Holder, which consent shall not be unreasonably withheld; provided, that,
in no event shall any indemnity under this subsection 5.5(b) exceed the net
proceeds from the offering received by such Holder, except in the case of
willful fraud by such Holder.
(c) Promptly after receipt by an indemnified party under this
Section 5.5 of notice of the commencement of any action (including any
governmental action), such indemnified party will, if a claim in respect thereof
is to be made against any indemnifying party under this Section 5.5, deliver to
the indemnifying party a written notice of the commencement thereof and the
indemnifying party shall have the right to participate in, and, to the extent
the indemnifying party so desires, jointly with any other indemnifying party
similarly noticed, to assume the defense thereof with counsel mutually
satisfactory to the parties; provided, however, that an indemnified party
(together with all other indemnified parties which may be represented without
conflict by one counsel) shall have the right to retain one separate counsel,
with the reasonable fees and expenses to be paid by the indemnifying party, if
representation of such indemnified party by the counsel retained by the
indemnifying party would be inappropriate due to actual or potential differing
interests between such indemnified party and any other party represented by such
counsel in such proceeding. The failure to deliver written notice to the
indemnifying party within a reasonable time of the commencement of any such
action, if prejudicial to its ability to defend such action, shall relieve such
indemnifying party of any liability to the indemnified party under this Section
5.5, but the omission so to deliver written notice to the indemnifying party
will not relieve it of any liability that it may have to any indemnified party
otherwise than under this Section 5.5.
(d) If the indemnification provided for in this Section 5.5 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
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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; provided, that, in no event shall any contribution by a Holder
under this Subsection 5.5(d) exceed the net proceeds from the offering received
by such Holder, except in the case of willful fraud by such Holder. 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.
(f) The obligations of the Company and Holders under this
Section 5.5 shall survive the completion of any offering of Registrable
Securities in a registration statement under this Section 5, and otherwise.
6. LOCKUP AGREEMENT. Each Holder and transferee hereby agrees that, in
connection with the initial registration of the offering of any securities of
the Company under the Securities Act for the account of the Company, if so
requested by the Company or any representative of the underwriters (the
"Managing Underwriter"), such Holder or transferee shall not sell or otherwise
transfer any securities of the Company during the period specified by the
Company's Board of Directors at the request of the Managing Underwriter (the
"Market Standoff Period"), with such period not to exceed 180 days following the
effective date of a registration statement of the Company filed under the
Securities Act. The Company may impose stop-transfer instructions with respect
to securities subject to the foregoing restrictions until the end of such Market
Standoff Period. The Company shall use commercially reasonable efforts to place
similar contractual lockup restrictions on all capital stock issued now or
hereafter to officers, directors, employees and consultants of the Company and
holders of registration rights with respect to capital stock of the Company.
7. AMENDMENT; ASSIGNMENT. Except as otherwise provided herein, additional
parties may be added to this Agreement, any provision of this Agreement may be
amended or the observance thereof may be waived (either generally or in a
particular instance and either retroactively or prospectively), only with the
written consent of the Company and the Holders holding a majority of the
Registrable Securities then outstanding. Any amendment or waiver effected in
accordance with this Section 7, as applicable, shall be binding upon each Holder
of Registrable Securities at the time outstanding, each future holder of
Acquisition Common Stock, and the Company. The rights and obligations of any
Holder under this Agreement shall not be assigned to any other person or entity
without the advanced written consent of the Company.
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8. TERMINATION. The registration rights granted pursuant to this
Agreement shall terminate on the earlier of (i) three (3) years following the
closing of the Company's initial public offering, or (ii) as to any Holder, at
such time as such Holder is able to sell all of its Registrable Securities under
Rule 144 in any three month period or such Holder is able to sell all
Registrable Securities held by it pursuant to Rule 144(k) promulgated under the
Securities Act.
9. GOVERNING LAW. This Agreement shall be governed in all respects by the
internal laws of the State of Delaware without regard to conflict of laws
provisions.
10. ENTIRE AGREEMENT. This Agreement constitutes the full and entire
understanding and Agreement among the parties regarding the matters set forth
herein. 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.
11. NOTICES, ETC. All notices and other communications required or
permitted hereunder shall be in writing and shall be mailed by registered or
certified mail, postage prepaid, or otherwise delivered by facsimile
transmission, by hand or by messenger, addressed:
(a) if to a Shareholder, at such Shareholder's address as set forth
in Exhibit A, or at such other address as such Shareholder shall have furnished
to the Company.
(b) if to the Company, to:
Simplex Solutions, Inc.
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: Chief Financial Officer
or at such other address as the Company shall have furnished to the Holders,
with a copy to:
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇
Professional Corporation
▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇.
▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Esq.
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
Each such notice or other communication shall for all purposes of this
Agreement be treated as effective or having been given when delivered if
delivered personally, if sent by facsimile, the first business day after the
date of confirmation that the facsimile has been successfully transmitted to the
facsimile number for the party notified, or, if sent by mail, at the earlier of
its receipt or five (5) business days after the same has been deposited in a
regularly maintained receptacle for the deposit of the United States mail,
addressed and mailed as aforesaid.
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12. COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which shall be an original and all of which together shall
constitute one instrument.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first set forth above.
SIMPLEX SOLUTIONS, INC.
By:
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Name:
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Title:
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[SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]
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By:
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Name:
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Title:
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EXHIBIT A
(To the Registration Rights Agreement)
SCHEDULE OF SHAREHOLDERS
NAME AND ADDRESS TARGET SHARES OWNED
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Innovacom 3 606,036
Sudinnova 709,000
Rhone Alpes Creations 152,268
Auriga Partners 765,678
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Total: 2,232,982