1
EXHIBIT 10.6
INVESTORS' RIGHTS AGREEMENT
This Investors' Rights Agreement is made and entered into as
of September 12, 1996 by and among 3Dfx Interactive, Inc. (the "Company") the
undersigned holders of capital stock or warrants to purchase capital stock of
the Company (the "Investors") and the undersigned purchasers of Series C
Preferred Stock of the Company (the "Purchasers"). The Investors and other
holders of shares of the Company's Series A and Series B Preferred Stock, or
warrants to purchase shares of Series A and Series B Preferred Stock, enjoying
certain registration rights and rights regarding receipt of information pursuant
to an Investors' Rights Agreement dated February 14, 1996 (the "Prior
Agreement") and the Purchasers are sometimes collectively referred to as the
"Shareholders". The names of the Investors and the Purchasers are set forth on
the Schedule of Investors and Purchasers attached hereto as Schedule A.
RECITALS:
A. The Company will issue to the Purchasers an aggregate of up
to 2,800,000 shares of Series C Preferred Stock pursuant to a Series C Preferred
Stock Purchase Agreement dated as of September 12, 1996, (the "Series C
Agreement").
B. The Purchasers have required that certain registration and
other rights be granted to them with respect to the securities of the Company to
be acquired.
C. The Investors hold the majority of the shares of Series A
and Series B Preferred Stock of the Company, or warrants to purchase shares of
Series A and Series B Preferred Stock of the Company, enjoying certain
registration rights and rights regarding receipt of information pursuant to the
Prior Agreement. The Investors hereby agree that all such rights under the Prior
Agreement are hereby terminated and superseded by the rights provided under this
Agreement, which Agreement supersedes and replaces the Prior Agreement in its
entirety.
2
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing and of the
mutual promises and covenants contained herein, the parties agree as follows:
1. Restrictions on Transfer; Registration Rights.
1.1 Definitions. As used herein:
(a) The terms "register", "registered" and "registration"
refer to a registration effected by preparing and filing a registration
statement in compliance with the Securities Act of 1933, as amended (the
"Securities Act"), and the declaration or ordering of the effectiveness of such
registration statement.
(b) For the purposes hereof, the term "Registrable
Securities" means shares of (i) any and all Common Stock of the Company issued
or issuable upon conversion of shares of the Series A Preferred Stock of the
Company issued pursuant to the Series A Preferred Stock Purchase Agreement dated
as of March 13, 1995, which have not been previously resold to the public in a
registered public offering, (ii) any and all Common Stock of the Company issued
or issuable upon conversion of shares of the Series B Preferred Stock of the
Company issued pursuant to the Series B Preferred Stock Purchase Agreement dated
February 14, 1996, which have not been previously resold to the public in a
registered public offering, (iii) any and all Common Stock of the Company issued
or issuable upon conversion of shares of the Series C Preferred Stock of the
Company issued pursuant to the Series C Agreement, which have not been
previously resold to the public in a registered public offering, (iv) any and
all Common Stock of the Company issued or issuable upon conversion of up to
87,500 shares of the Series A Preferred Stock of the Company issued or issuable
upon exercise of a warrant to purchase shares of Series A Preferred Stock issued
by the Company to Lighthouse Capital Partners, which have not been previously
resold to the public in a registered public offering, (v) any and all Common
Stock of the Company issued or issuable upon conversion of up to 336,817 shares
of the Series B Preferred Stock of the Company issued or issuable upon exercise
of warrants to purchase shares of Series B Preferred Stock which have been
issued by the Company to MMC\GATX Partnership No. I, Silicon Valley Bank and
Taiwan Semiconductor Manufacturing Corporation, which have not been previously
resold to the public in a registered public offering, (vi) stock issued with
respect to or in any exchange for or in replacement
-2-
3
of stock included in subparagraphs (i), (ii), (iii), (iv) and (v) above which
have not been previously resold to the public in a registered public offering,
and (vii) stock issued in respect of the stock referred to in (i), (ii), (iii),
(iv), (v) and (vi) above as a result of a stock split, stock dividend or the
like, which have not been previously resold to the public in a registered public
offering.
(c) The terms "Holder" or "Holders" mean any person or persons
to whom Registrable Securities were originally issued and who execute this
Agreement or qualifying transferees under Section 3 hereof who hold Registrable
Securities.
(d) The term "Initiating Holders" means any Holder or Holders
of in the aggregate at least 40% of the Registrable Securities which have not
been previously resold to the public in a registered public offering.
(e) The term "Majority Holders" means holders of a majority of
Registrable Securities included in a particular registration.
1.2 Requested Registration.
(a) Request for Registration. In case the Company shall
receive from the Initiating Holders a written request that the Company effect
any registration with respect to all or a part of the Registrable Securities,
the Company will:
(i) within ten (10) days after its receipt thereof 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, preparation of a
registration statement and prospectus complying as to form with the
requirements of the Securities Act, the execution of an undertaking to file
post-effective amendments, appropriate qualifications under the applicable blue
sky or other state securities laws and appropriate compliance with exemptive
regulations issued under the Securities Act and any other governmental
requirements or regulations) as may be so requested and as would permit or
facilitate the sale and distribution of all or such portion of such Holder's or
Holders' Registrable Securities as is 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 given within 20
days after receipt of such written notice from the Company;
-3-
4
provided, that the Company shall not be obligated to take any action to effect
such registration pursuant to this Section 1.2:
(A) Prior to the earlier of (1)
March 3, 1999, or (2) 270 days following the effective date of the Company's
first registered offering to the general public of its securities for its own
account; or
(B) In any particular jurisdiction
in which the Company would be required to execute a general consent to service
of process in effecting such registration; or
(C) After the Company has effected
two such registrations pursuant to this subsection 1.2(a) and such registrations
have been declared or ordered effective for the period set forth in Section
1.6(a); or
(D) If the Registrable Securities
to be registered have an anticipated offering price to the public of less than
$5,000,000.
Subject to the foregoing clauses (A) through (D), the Company shall file a
registration statement covering the Registrable Securities so requested to be
registered as soon as practical, but in any event within ninety (90) days after
receipt of the request or requests of the Initiating Holders; provided, however,
that if such request is made prior to the completion of the Company's initial
public offering of securities, and if the Company shall furnish to such Holders
a certificate signed by the President or Chief Executive Officer of the Company
stating that in the good faith judgment of the Board of Directors it would be
seriously detrimental to the Company for such registration statement to be filed
at the date filing would be required and it is therefore essential to defer the
filing of such registration statement, the Company shall be entitled to delay
the filing of such registration statement not more than once for an additional
period of up to one hundred and twenty (120) days.
(b) Underwriting. If the Majority Holders intend to
distribute the Registrable Securities covered by their request by means of an
under writing, they shall so advise the Company as a part of their request made
pursuant to Section 1.2 and the Company shall include such information in the
written notice referred to in subsection 1.2(a)(i). The right of any Holder to
registration 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
the Majority Holders and such Holder) to the extent provided herein. The Company
shall (together with all Holders proposing to distribute their securities
through such
-4-
5
underwriting) enter into an underwriting agreement in customary form with the
underwriter or underwriters selected for such underwriting by the Majority
Holders, provided, however, that the managing underwriter shall be approved by
the Company, which approval shall not be unreasonably withheld. Notwithstanding
any other provision of this Section 1.2, if the underwriter advises the Majority
Holders in writing that marketing factors require a limitation of the number of
shares to be underwritten, the Majority Holders shall so advise all Holders of
Registrable Securities who have elected to participate in such offering, and the
number of shares of Registrable Securities that may be included in the
registration and underwriting shall be allocated among all such Holders thereof
in proportion, as nearly as practicable, to the respective amounts of
Registrable Securities held by such Holders. If any Holder of Registrable
Securities disapproves of the terms of the underwriting, he may elect to
withdraw therefrom by written notice to the Company, the underwriter and the
Initiating Holders. Any Registrable Securities which are excluded from the
underwriting by reason of the underwriter's marketing limitation or withdrawn
from such underwriting shall be withdrawn from such registration. If the
underwriter has not limited the number of Registrable Securities to be
underwritten, the Company may include securities for its own account (or for the
account of employees and other holders, at the Company's sole discretion) in
such registration if the underwriter so agrees and if the number of Registrable
Securities which would otherwise have been included in such registration and
underwriting will not thereby be limited by the underwriter.
1.3 Company Registration.
(a) Right to Include. If at any time or from time to time, the
Company proposes to register any of its securities, for its own account or the
account of any of its shareholders other than the Holders, (other than a
registration relating solely to employee stock option or purchase plans, or a
registration relating solely to an SEC Rule 145 transaction, or a registration
on any other form, other than Form ▇-▇, ▇-▇, ▇-▇, ▇▇-▇ or any successor to such
form which does not include substantially the same information as would be
required to be included in a registration statement covering the sale of
Registrable Securities) the Company will:
(i) promptly give to each Holder written notice thereof;
and
(ii) include in such registration (and any related
qualification under blue sky laws or other compliance with applicable laws), and
in any underwriting involved therein, all the Registrable Securities specified
in a
-5-
6
written request or requests, made within 20 days after receipt of such written
notice from the Company, by any Holder or Holders to be included in any such
registration, except as set forth in subsection 1.3(b) below.
(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 subsection 1.3(a)(i). In such event the right of any Holder to
registration pursuant to 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 distributing their securities
through such underwriting) enter into an underwriting agreement in customary
form with the underwriter or underwriters selected for such underwriting by the
Company. Notwithstanding any other provision of this Section 1.3, if the
underwriter determines that marketing factors require a limitation of the number
of shares to be underwritten, the underwriter may limit the number of
Registrable Securities to be included in the registration and underwriting (i)
completely, in the case of the Company's initial public offering, or (ii) to not
less than 20% of the shares to be included in any other registration that is
solely for the account of the Company. In the event of a cutback by the under
writers of the number of Registrable Securities to be included in the
registration and underwriting, the Company shall advise all Holders of
Registrable Securities which would otherwise be registered and underwritten
pursuant hereto, and the number of shares of Registrable Securities that may be
included in the registration and underwriting shall be allocated among all of
such Holders in proportion, as nearly as practicable, to the respective amounts
of Registrable Securities held by such Holders. If any Holder disapproves of the
terms of any such underwriting, he may elect to withdraw therefrom by written
notice to the Company and the underwriter. Any Registrable Securities excluded
or withdrawn from such underwriting shall be withdrawn from such registration.
1.4 Form S-3. 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. After the Company has qualified for the use of Form S-3, Holders
of the outstanding Registrable Securities shall have the right to request up to
two (2) 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 method of disposition of Shares by such Holders), subject only to the
following:
-6-
7
(a) The Company shall not be required to effect a registration
pursuant to this Section 1.4 within 180 days of the effective date of any
registration referred to in Sections 1.2 or 1.3 above.
(b) The Company shall not be required to effect a registration
pursuant to this Section 1.4 unless the Holder or Holders requesting
registration propose to dispose of shares of Registrable Securities having an
aggregate disposition price (before deduction of underwriting discounts and
expenses of sale) of at least $1,000,000.
(c) The Company shall not be required to effect more than one
registration pursuant to this Section 1.4 in any consecutive 12 month period.
The Company shall promptly give written notice to all Holders of
Registrable Securities of the receipt of a request for registration pursuant to
this Section 1.4 and shall provide a reasonable opportunity for other Holders to
participate in the registration, provided that if the registration is for an
under written offering, the terms of subsection 1.2(b) shall apply to all
participants in such offering. Subject to the foregoing, the Company will use
its best efforts to effect as promptly as practicable the registration of all
shares of Registrable Securities on Form S-3 to the extent requested by the
Holder or Holders thereof for purposes of disposition; provided, however, that
if the Company shall furnish to such Holders a certificate signed by the
President or Chief Executive Officer of the Company stating that in the good
faith judgement of the Board of Directors it would be seriously detrimental to
the Company for such registration statement to be filed at the date filing would
be required and it is therefore essential to defer the filing of such
registration statement, the Company shall be entitled to delay the filing of
such registration statement for such a period that the Board determines in good
faith to be necessary, which in no event shall exceed, one hundred and twenty
(120) days. Any registration pursuant to this Section 1.4 shall not be counted
as a registration pursuant to Section 1.2.
1.5 Expenses of Registration. All expenses incurred in connection with
any registration, qualification or compliance pursuant to this Section 1,
including without limitation, all registration, filing and qualification fees,
printing expenses, exchange or NASDAQ listing fees, fees and disbursements of
counsel for the Company and fees and expenses of any special audits incidental
to or required by such registration, shall be borne by the Company except as
follows:
-7-
8
(a) The Company shall not be required to pay for expenses of
any registration proceeding begun pursuant to Section 1.2 or 1.4, the request
for which has been subsequently withdrawn by the Majority Holders (other than as
a result of the Company's deferral), in which such case, such expenses shall be
borne by the Holders requesting inclusion in such registration; provided,
however, that in lieu of paying such expenses the Majority Holders may elect to
forfeit their right to request one registration pursuant to Section 1.2;
provided further, however, that if at the time of such withdrawal the Majority
Holders have learned of a material adverse change in the business, condition or
prospects of the Company from that known to the Majority Holders at the time of
their request and have withdrawn the request with reasonable promptness
following disclosure by the Company of such change, then the Holders shall not
be required to pay any such expenses and shall retain their rights to such
registration pursuant to Section 1.2.
(b) The Company shall not be required to pay fees of legal
counsel of a Holder except for a single counsel acting on behalf of all selling
Holders (which counsel shall also be counsel to the Company unless counsel to
the Company has a conflict of interest with respect to the representation of any
selling Holder or the underwriters object to the selling Holders' representation
by Company counsel).
(c) The Company shall not be required to pay underwriters'
fees, discounts or commissions relating to the Registrable Securities.
1.6 Registration Procedures. In the case of each registration,
qualification or compliance effected by the Company pursuant to this Agreement,
the Company will keep each Holder participating therein advised in writing as to
the initiation of each registration, qualification and compliance and as to the
completion thereof. At its expense the Company will:
(a) Keep such registration, qualification or compliance
pursuant to Sections 1.2, 1.3 or 1.4 effective for a period of 180 days or until
the Holder or Holders have completed the distribution described in the
registration statement relating thereto, whichever first occurs;
(b) Prepare and file with the SEC 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.
-8-
9
(c) Furnish to the Holders such numbers of copies of a
prospectus, including a preliminary prospectus, in conformity with the
requirements of the Securities Act, and such other documents as they may
reasonably request in order to facilitate the disposition of the Registrable
Securities owned by them;
(d) 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 or 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 in the light of the circumstances then
existing;
(e) Use its best efforts to register and qualify the
securities covered by such registration statement under such other securities or
Blue Sky laws of such United States 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, unless the Company is already subject to service in such
jurisdiction and except as may be required by the Securities Act;
(f) Cause all such Registrable Securities registered under
this Section 1 to be listed on each securities exchange or reporting system on
which similar securities issued by the Company are then listed; and
(g) Furnish, at the request of any Holder requesting
registration of Registrable Securities pursuant to this Section 1, on the date
that such Registrable Securities are delivered to the underwriters for sale in
connection with such registration, if such securities are being sold through
underwriters or, if such securities are not being sold through underwriters, on
the date that the registration statement with respect to such securities becomes
effective, (i) an opinion, dated such date, of the counsel representing the
Company for the purposes of such registration, in form and substance as is
customarily given to underwriters in an underwritten public offering, addressed
to the underwriters, if any, and to the Holders requesting registration of
Registrable Securities, and (ii) a letter dated such date, from the independent
certified public accountants of the Company, in form and substance as is
customarily given by independent certified public accountants to underwriters in
an underwritten public offering, addressed to the underwriters, if any, and to
the Holders requesting registration of Registrable Securities.
-9-
10
1.7 Indemnification.
(a) The Company will indemnify and hold harmless each Holder
of Registrable Securities, each of its officers, directors and partners, and
each person controlling such Holder, with respect to which such registration,
qualification or compliance has been effected pursuant to this Agreement, and
each underwriter, if any, and each person who controls any underwriter of the
Registrable Securities held by or issuable to such Holder, against all claims,
losses, expenses, damages and liabilities (or actions in respect thereto)
arising out of or based on any untrue statement (or alleged untrue statement) of
a material fact contained in any preliminary or final 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 or alleged violation by the Company
relating to action or inaction required of the Company in connection with any
rule or regulation promulgated under the Securities Act or any state securities
law applicable to the Company and will reimburse (on an as incurred basis) each
such Holder, each of its officers, directors and partners, and each person
controlling such Holder, each such underwriter and each person who controls any
such underwriter, for any reasonable legal and any other expenses incurred in
connection with investigating, defending or settling any such claim, loss,
damage, liability or action; provided, however, that the Company will not be
liable in any such case to the extent that any such claim, loss, damage or
liability arises out of or is based on any untrue statement or omission based
upon written information furnished to the Company in an instrument duly executed
by such Holder or underwriter specifically for use therein, and provided further
that the agreement of the Company to indemnify any underwriter and any person
who controls such underwriter contained herein with respect to any such
preliminary prospectus shall not inure to the benefit of any underwriter, from
whom the person asserting any such claim, loss, damage, liability or action
purchased the stock which is the subject thereof, if at or prior to the written
confirmation of the sale of such stock, a copy of the prospectus (or the
prospectus as amended or supplemented) was not sent or delivered to such person,
excluding the documents incorporated therein by reference, and the untrue
statement or omission of a material fact contained in such preliminary
prospectus was corrected in the prospectus (or the prospectus as amended or
supplemented).
(b) Each Holder will, if Registrable Securities held by or
issuable to such Holder are included in the securities as to which such
registration, qualification or compliance is being effected, indemnify and hold
harmless
-10-
11
the Company, each of its directors and officers, each underwriter, if any, of
the Company's securities covered by such a registration statement, each person
who controls the Company within the meaning of the Securities Act, and each
other such Holder, each of its officers, directors and partners and each person
controlling such Holder, against all claims, losses, expenses, 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 preliminary or final 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, and
will reimburse (on an as incurred basis) the Company, such Holders, such
directors, officers, partners, persons or underwriters for any reasonable legal
or any other expenses incurred in connection with investigating, defending or
settling 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 in an instrument
duly executed by such Holder specifically for use therein, and provided further
that the agreement of the Holder to indemnify any underwriter and any person who
controls such underwriter contained herein with respect to any such preliminary
prospectus shall not inure to the benefit of any underwriter, from whom the
person asserting any such claim, loss, damage, liability or action purchased the
stock which is the subject thereof, if at or prior to the written confirmation
of the sale of such stock, a copy of the prospectus (or the prospectus as
amended or supplemented) was not sent or delivered to such person, excluding the
documents incorporated therein by reference, and the untrue statement or
omission of a material fact contained in such preliminary prospectus was
corrected in the prospectus (or the prospectus as amended or supplemented).
Notwithstanding the foregoing, in no event shall the indemnification provided
by any Holder hereunder exceed the gross proceeds received by such Holder for
the sale of such Holder's securities pursuant to such registration.
(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. The
Indemnified Party shall promptly permit the Indemnifying Party to assume the
defense of any such claim or any litigation resulting therefrom, provided
-11-
12
that counsel for the Indemnifying Party, who shall conduct the defense of such
claim or litigation, shall be approved by the Indemnified Party (whose approval
shall not be unreasonably be withheld). The Indemnified Party may participate in
such defense and hire counsel at such party's own expense (or at the
Indemnifying Party's expense, in the event that a conflict of interest exists
between Indemnifying Party's counsel and the Indemnified Party's counsel). The
failure of any Indemnified Party to give notice as provided herein shall not
relieve the Indemnifying Party of its obligations hereunder, unless and only to
the extent that such failure is materially prejudicial to an Indemnifying
Party's ability to defend such action. No Indemnifying Party, in the defense of
any such claim or litigation, shall, except with the consent of the Indemnified
Party, consent to entry of any judgment or enter into any settlement which 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. Any Indemnified Party shall reasonably cooperate
with the Indemnifying Party in the defense of any claim or litigation brought
against such Indemnified Party.
If the indemnification provided for in this Section 1.7 is for any reason
not available 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 will 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.
1.8 Lock-Up Provision. Upon receipt of a written request by
the Company or by its underwriters, the Holders shall not sell, sell short,
grant an option to buy, or otherwise dispose of shares of the Company's Common
Stock or other securities (except for any such shares included in the
registration) for a period of one hundred and twenty (120) days following the
effective date of the initial registration of the Company's securities (other
than any transfer of shares as a bona fide gift or gifts, or by will or
intestacy or, if the Holder is a
-12-
13
partnership or corporation, any distribution by such partnership or corporation
to its partners or shareholders); provided, however, that such Holder shall have
no obligation to enter into the agreement described in this Section 1.8 unless
all executive officers and directors of the Company and all other Holders and
holders of other registration rights from the Company enter into similar
agreements. The Company may impose stop-transfer instructions with respect to
the shares (or securities) subject to the foregoing restriction until the end of
said 120-day period.
1.9 Information by Holder. The Holder or Holders of
Registrable Securities included in any registration shall promptly furnish to
the Company such information regarding such Holder or Holders and the
distribution proposed by such Holder or Holders as the Company may request in
writing and as shall be required in connection with any registration,
qualification or compliance referred to herein.
1.10 Rule 144 Reporting.
(a) With a view to making available to Holders of Registrable
Securities the benefits of certain rules and regulations of the Securities and
Exchange Commission (the "SEC") which may permit the sale of the Registrable
Securities to the public without registration, at all times after 90 days after
the effective date of the first registration filed by the Company for an
offering of its securities to the general public the Company agrees to:
(i) Make and keep public information available, as
those terms are understood and defined in SEC Rule 144 under the Securities Act;
(ii) File with the SEC in a timely manner all reports
and other documents required of the Company under the Securities Act and the
Securities Exchange Act of 1934, as amended (the "Exchange Act"); and
(iii) So long as a Holder owns any Registrable
Securities, to furnish to such Holder forthwith upon such Holder's request a
written statement by the Company as to its compliance with the reporting
requirements of said Rule 144 (at any time after 90 days after the effective
date of the first registration statement filed by the Company for an offering of
its securities to the 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 by the Company as such Holder may reasonably
-13-
14
request in availing itself of any rule or regulation of the SEC allowing such
Holder to sell any such securities without registration.
1.11 Limitations on Subsequent Registration Rights. From and
after the date of this Agreement, the Company shall not, without the prior
written consent of the Holders of a majority of the outstanding Registrable
Securities, enter into any agreement with any holder or prospective holder of
any securities of the Company which would allow such holder or prospective
holder (a) to include such securities in any registration filed under Section
1.2, 1.3 or 1.4 hereof, unless under the terms of such agreement, such holder or
prospective holder may include such securities in any such registration only to
the extent that the inclusion of its securities will not reduce the amount of
the Registrable Securities of the Holders which is included or (b) to make a
demand registration which (i) could result in such registration statement being
declared effective prior to the earlier of either of the dates set forth in
subsection 1.2(a)(ii)(A) or (ii) would result in the registration of such
parties' securities to the exclusion of any securities requested to be included
in such registration under Section 1.3 hereof.
1.12 Termination. The rights of a Holder under this Agreement
shall terminate on the earlier to occur of (a) the sixth anniversary of the
closing of the Company's first registered public offering of its securities, or
(b) the date on which a Holder can sell all of its Registrable Securities
without registration pursuant to Rule 144 within a three (3) month period,
unless at the time the Holder's Registrable Securities represent more than one
percent (1%) of the outstanding capital stock of the Company.
2. Covenants of the Company.
2.1 Financial Information. So long as a Shareholder (together
with any permitted assigns who are affiliates) continues to hold at least 25,000
shares of Preferred Stock or shares of Common Stock issued upon conversion of
Preferred Stock or any combination of the foregoing (collectively, the
"Securities"), the Company will furnish the following information to the
Shareholder:
(a) Annual Financials. As soon as practicable after the
end of each fiscal year, and in any event within 120 days thereafter, the
Company will provide the Shareholder with consolidated balance sheets of the
Company and its subsidiaries, if any, as at the end of such fiscal year, and
consolidated statements of operations and consolidated statements of cash flows
of the Company and its subsidiaries, if any, for such year, prepared in
accordance
-14-
15
with generally accepted accounting principles, all in reasonable detail,
certified by independent public auditors of recognized national standing
selected by the Company; provided, however, that until the Company shall have
revenues in excess of $10,000,000, such financial statements may be reviewed but
not audited.
(b) Quarterly Financials. As soon as practicable after
the end of each fiscal quarter (except the fourth fiscal quarter), and in any
event within 45 days thereafter, the Company will provide the Shareholder with
consolidated balance sheets of the Company and its subsidiaries, if any, as at
the end of such fiscal quarter, and consolidated statements of operations and
consolidated statements of cash flows of the Company and its subsidiaries, if
any, for such quarter, prepared in accordance with generally accepted accounting
principles (except for required footnotes and for minor year-end adjustments),
all in reasonable detail, certified by the chief financial officer of the
Company.
2.2 Additional Information. So long as a Shareholder (together
with permitted assigns who are affiliates) continues to hold at least 250,000
shares of Preferred Stock, the Company shall provide such Shareholder with
copies of any information provided to members of the Company's Board of
Directors.
2.3 Confidentiality of Information. All information obtained
by a Shareholder pursuant to Section 2.1 and 2.2 shall be deemed proprietary and
confidential to the Company and will not be disclosed by a Shareholder to any
person or entity without the prior written consent of the Company. This
restriction shall not apply to information which is (i) previously known or
thereafter becomes known to the public, (ii) received by a Shareholder on a
non-confidential basis from other sources or (iii) disclosed pursuant to a
governmental regulation or order, provided that prior to disclosure the
disclosing party notifies the Company of such proposed disclosure in order to
permit the Company to seek confidential treatment of such information.
2.4 Employee Stock Purchase and Option Agreements. The Company
agrees that it will utilize, in connection with any stock purchase or stock
option agreements entered into with officers, directors, employees or
consultants pursuant to equity incentive plans adopted by the Board of Directors
of the Company, vesting provisions providing in substance that such stock or
options shall vest at the rate of 25% of such shares one year after the option
grant date (which will be no earlier than the date of hire or appointment) and
1/48th of the shares monthly thereafter; provided, however, such vesting
-15-
16
rate may be changed or accelerated if unanimously approved by the Company's
Board of Directors. In addition, each such stock purchase or stock option
agreement shall contain a "market stand-off" provision, pursuant to which the
recipient of stock pursuant to such agreement will agree, upon request, not to
sell or otherwise transfer any securities of the Company during a period of up
to 120 days following the effective date of the initial registration statement
pursuant to which the Company registers shares of its Common Stock for sale to
the public and any other registration statement filed within three years of such
initial statement.
2.5 Termination of Covenants. The Company's obligation to
deliver the information required under subsections 2.1 (a) and (b) and under
Section 2.2 above shall terminate upon the date on which the Company is required
to file a report with the SEC pursuant to Section 13(a) of the Exchange Act by
reason of the Company having registered any of its securities pursuant to
Section 12(g) of the Exchange Act.
2.6 Attendance at Board Meetings. As long as Chase Venture
Capital Associates, L.P., formerly known as Chemical Venture Capital Associates,
A California Limited Partnership ("CVCA") and/or any affiliate (the "Major
Purchaser") hold at least 800,000 shares of Securities, Major Purchaser (or its
representative) shall have the right to attend all meetings of the Board of
Directors in a nonvoting observer capacity, to receive notice of such meetings
and to receive the information provided by the Company to the Board of
Directors; provided, however, that the Company may require as a condition
precedent to Major Purchaser's rights under this Section 2.6 that each person
proposing to attend any meeting of the Board of Directors and each person to
have access to any of the information provided by the Company to the Board of
Directors shall agree to be bound by Section 2.3; and provided further that the
Company reserves the right not to provide information and to exclude such Major
Purchaser (or its representative) from any meeting or portion thereof if
delivery of such information or attendance at such meeting by such Major
Purchaser (or its representative) would adversely affect the attorney-client
privilege between the Company and its counsel, as determined in good faith by
the Board of Directors based upon an opinion of counsel. The rights of the Major
Purchaser under this Section 2.6 shall terminate upon the date on which the
Company is required to file a report with the SEC pursuant to Section 13(a) of
the Exchange Act by reason of the Company having registered any of its
securities pursuant to Section 12(g) of the Exchange Act.
-16-
17
3. Right to Maintain.
3.1 "New Securities". For purposes of this Section 3, the term
"New Securities" shall mean shares of Common Stock, Preferred Stock or any other
class of capital stock of the Company, whether or not now authorized, securities
of any type that are convertible into shares of such capital stock, and options,
warrants or rights to acquire shares of such capital stock. Notwithstanding the
foregoing, the term "New Securities" will not include (a) securities issuable
upon conversion of the Series A, Series B and Series C Preferred Stock; (b)
securities issued in connection with bona fide equipment lease or working
capital debt financings with lending institutions; (c) securities offered to the
public pursuant to a registration statement filed under the Securities Act; (d)
securities issued pursuant to the acquisition of another corporation by the
Company by merger, purchase of substantially all of the assets, or other
reorganization whereby the Company owns not less than fifty-one percent (51%) of
the voting power of such corporation; (e) shares of Common Stock (or related
options or warrants) issued or issuable at any time to employees or consultants
of the Company for compensation purposes, pursuant to any stock offering, plan
or arrangement approved by the Board of Directors; (f) securities issued upon
exercise or conversion of options, warrants and other convertible securities
outstanding on the date hereof and described in the Series C Agreement or the
Schedules thereto, including those securities sold pursuant to the Series C
Agreement; (g) shares of Common Stock or Preferred Stock issued in connection
with any stock split, stock dividend or recapitalization by the Company; and (h)
any security if holders of at least a majority of the outstanding shares of
Series A, Series B and Series C Preferred Stock consent in writing that the
rights under this Section 3 shall not apply to such securities.
3.2 Grant of Rights. Subject to the terms specified in this
Section 3, the Company hereby grants to (a) each Shareholder the right of first
refusal to purchase a portion of any issue of New Securities which the Company
hereafter may from time to time propose to issue and sell as shall maintain the
Shareholder's pro rata percentage ownership of the Company's capital stock. The
"pro rata" percentage ownership of a Shareholder is calculated by dividing (i)
the number of shares of Common Stock held by the Shareholder plus the total
number of shares of Common Stock issuable upon the conversion of all Preferred
Stock then held by the Shareholder by (ii) the total number of shares of Common
Stock then outstanding, including shares issuable upon conversion of any
Preferred Stock.
-17-
18
3.3 Procedure.
(a) In the event the Company proposes to undertake an issuance
of New Securities, it shall give the Shareholders written notice of its
intention, describing the type of New Securities, the proposed purchasers, the
price and all other material terms upon which the Company proposes to issue the
same. A Shareholder shall have 15 days from the date of receipt of any such
notice to agree to purchase up to its pro rata share of such New Securities for
the price and upon the terms specified in the Company's notice by giving written
notice to the Company to such effect and stating therein the quantity of New
Securities to be purchased.
(b) In the event a Shareholder fails to exercise its right to
purchase its pro rata share of the New Securities within such 15 day period, the
Company shall have 90 days thereafter to sell or enter into an agreement to sell
any New Securities not purchased by Shareholders exercising their rights at a
price and upon terms no more favorable to the purchaser than the terms specified
in the Company's notice to the Shareholders, after which 90 day period the
Company shall not thereafter sell such New Securities without first offering a
portion to the Shareholders in accordance with this Section 3.
3.4 Termination of Rights. The rights granted under this
Section 3 shall expire (a) as to all Shareholders, upon the closing of a public
offering which, under the terms of the Company's Articles of Incorporation as
then in effect, shall cause the automatic conversion of all shares of the
Company's Preferred Stock into Common Stock and (b) as to any Shareholder if
such Shareholder fails to exercise its right to purchase its pro rata share of
the New Securities as provided in this Section 3 in an offering of New
Securities in which the holders of a majority of the Registrable Securities
exercise their rights to purchase their pro rata shares of such New Securities,
and such failure was not at the written request of the Company.
4. Assignment of Rights.
The rights granted pursuant to this Agreement may be assigned by a
Shareholder or its transferee upon sale or transfer (other than a sale to the
public) of at least 25,000 shares of Registrable Securities (as adjusted for
stock dividends, stock splits, recapitalizations and the like) held by a
Shareholder, or in connection with any transfer or assignment by a Shareholder
of any number of shares to any partner, retired partner or shareholder of such
Shareholder or any transfer to spouses and ancestors, lineal descendants and
siblings of such partners or shareholders or spouses who acquire Registrable
Securities by gift,
-18-
19
will or intestate succession, provided that such rights may not be assigned to a
transferee which the Company reasonably believes is a competitor or intends to
become a competitor of the Company and provided further that the Company is
given prompt notice of such transfer and any such transferee shall agree to
become subject to the obligations of the Shareholders under this Agreement.
5. Miscellaneous.
5.1 Amendment or Waiver. Any term of this Agreement may be
amended and the observance of any such term may be waived (either generally or
in a particular instance and either retroactively or prospectively) with the
written consent of the Company and Holders holding at least a majority of the
outstanding Registrable Securities. Any amendment or waiver effected in
accordance with this paragraph shall be binding upon the parties hereto and
their successors and assigns; provided that no amendment or modification may
discriminate against a holder of Registrable Securities without such holder's
consent.
5.2 Governing Law. This Agreement shall be governed in all
respects by the laws of the State of California as such laws are applied to
agreements between California residents entered into and to be performed
entirely within California.
5.3 Entire Agreement. This Agreement constitutes the full and
entire understanding and agreement between the parties with respect to the
subject hereof and it supersedes, merges, and renders void any and all prior
understandings and/or agreements, written or oral, with respect to such subject
matter.
5.4 Notices. All notices and other communications required or
permitted hereunder shall be in writing and shall be personally delivered,
mailed by certified or registered mail, postage prepaid, or delivered by
overnight delivery or express courier, addressed to the Holders at their
addresses shown on the records of the Company or, to the Company, at its
principal executive office, or at such other address as the Company or any
Holder shall hereafter furnish in writing. All notices that are mailed shall be
deemed delivered five (5) days after deposit in the United States mail.
5.5 Severability. 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.
-19-
20
5.6 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 and the same instrument.
5.7 Attorney's Fees. If any legal action is necessary to
enforce or interpret the terms of this Agreement, the prevailing party shall be
entitled to reasonable attorney's fees, costs and necessary disbursements in
addition to any other relief to which such party may be entitled.
5.8 SBIC Matters. Each Shareholder agrees to take whatever
action may be required in order to carry out the purposes and effects of those
certain side letter agreements between the Company and each of Chase Venture
Capital Associates, L.P., formerly known as Chemical Venture Capital Associates,
A California Limited Partnership, and Norwest Equity Partners V, A Minnesota
Limited Liability Partnership, in the forms attached to the Series C Agreement
as Exhibits D and E; provided that no Shareholder shall be required to take any
action if it would have a material and adverse effect on such Shareholder.
5.9 Confidentiality. The Company and the Shareholders shall
not use Intel Corporation's ("Intel") or its affiliates' names or refer to Intel
or its affiliates directly or indirectly in connection with Intel's or its
affiliates' relationship with the Company in an advertisement, news release or
professional or trade publication, or in any other manner, unless otherwise
required by law, regulation, executive order, order or decree of any court or
governmental authority or with Intel's prior written consent. The Company and
the Shareholders agree that there will be no press release or other public
statement issued by either party relating to this Agreement, the Series C
Agreement, the Co-Sale Agreement or any other agreement entered into between the
Company and Intel or the transactions contemplated hereby or thereby unless
required by law. If the Company or any Shareholder determines that it is
required by law to file this Agreement or any such other agreements with the
SEC, it shall, a reasonable time before making any such filing, consult with
Intel regarding such filing and, if Intel reasonably requests, shall file with
the SEC a request seeking confidential treatment for such portions of those
agreements as may be reasonably requested by Intel.
-20-
21
IN WITNESS WHEREOF, the parties have executed this Agreement
as of the date and year first above written.
3DFX INTERACTIVE, INC.
By:______________________________________
Title:___________________________________
PURCHASERS:
_________________________________________
[print name of Purchaser]
By:______________________________________
By:______________________________________
By:______________________________________
Title:___________________________________
Investors' Rights Agreement
Signature Page -21-
22
INVESTORS:
_______________________________________
[print name of Investor]
By:____________________________________
By:____________________________________
By:____________________________________
Title:_________________________________
Investors' Rights Agreement
Signature Page -22-
23
Schedule A
Investors Holding a Majority of the Registrable Securities under the Prior
Agreement.
U.S. Venture Partners IV, L.P.
Second Ventures II, L.P.
USVP Entrepreneur Partners II, L.P.
Venrock Associates II, L.P.
Venrock Associates
Norwest Equity Partners V
Chase Venture Capital Associates, L.P.,
(formerly known as Chemical Venture Capital Associates)
Other Holders of Registrable Securities under the Prior Agreement
Charter Ventures II, L.P.
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇. ▇▇▇▇▇▇ & ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Family Trust DTD 6/12/91
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ & ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Revocable Trust DTD 6-30-88
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇ ▇. Friend
▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Western Widgets C.N.C. Inc.
-23-
24
▇▇▇▇▇▇ Living Trust DTD 12/24/92 ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Trustee
GCA Investments 96
Mitsui & Co., Ltd.
Mitsui Comtek Corp.
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇▇▇ Joint Declaration of Trust
S.C. Cubed Investment Partnership
Sobrato 1979 Revocable Trust
▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇'▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Holders of Warrants exercisable into Registrable Securities
Lighthouse Capital Partners, L.P.
MMC/GATX Partnership No. 1
Taiwan Semiconductor Manufacturing Corporation
Silicon Valley Bank
Transferees of Registrable Securities no longer enjoying rights as Registrable
Securities under the Prior Agreement and this Agreement
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Investors' Rights Agreement
Signature Page
-24-
25
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇▇ ▇. ▇'▇▇▇▇▇
▇▇▇▇ ▇. and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Purchasers.
U.S. Venture Partners IV, L.P.
Second Ventures II, L.P.
USVP Entrepreneur Partners II, L.P.
Venrock Associates II, L.P.
Venrock Associates
Charter Ventures II L.P.
Norwest Equity Partners V
Chase Venture Capital Associates, L.P.
Intel Corporation
▇▇▇▇▇▇ ▇▇▇▇
E.L. ▇▇▇▇▇▇▇
▇▇▇▇▇ Zelencik
▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇
GCA Investments 96
▇▇▇▇▇ ▇▇▇▇▇▇▇▇
-25-
26
AMENDMENT NO. 1 TO
INVESTORS' RIGHTS AGREEMENT
This Amendment No. 1 (the "Amendment") to the Investors'
Rights Agreement dated as of September 12, 1996 is made and entered into as of
November 25, 1996 by and among 3Dfx Interactive, Inc. (the "Company"), the
holders of a majority of the issued and outstanding Registrable Securities (as
defined in the Investors' Rights Agreement, the "Agreement") of the Company and
certain purchasers of the Series C Preferred Stock of the Company (individually,
a "Purchaser" and, collectively, the "Purchasers"). This Amendment is intended
to be an amendment to the Agreement, the purpose of which is to grant
registration rights to the Purchasers. This Amendment shall become effective as
to the Company and all Holders when signed by the Company and by Holders holding
a majority of the Registrable Securities then outstanding. All capitalized terms
used, but not defined, herein shall have the same meanings ascribed to them in
the Agreement. A copy of the Agreement is attached hereto as Exhibit A.
RECITALS
A. The Company will issue to the Purchasers up to 812,248
shares of Series C Preferred Stock pursuant to a Series C Preferred Stock
Purchase Agreement dated September 12, 1996, as amended as of on or about
November 25, 1996.
B. The Purchasers have required that certain registration
and other rights be granted to them with respect to the securities of the
Company to be acquired.
C. The Company wishes to obtain the consent of the Holders
of a majority of Registrable Securities currently outstanding to amend the
Agreement to provide registration rights the Purchasers with respect to up to
812,248 shares of Series C Preferred Stock and to waive certain rights to
maintain as set forth in Section 3 of the Agreement.
D. The Company and Holders of a majority of Registrable
Securities now outstanding wish to amend Recital A of the Agreement as set forth
below to permit the grant of such registration rights to the Purchasers and
waive certain rights to maintain as set forth in Section 3 of the Agreement.
1
27
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing and of the
mutual promises and covenants contained herein, the parties agree as follows:
1. Amendment of Recital A. Recital A of the Agreement is amended to read
in full as follows:
A. The Company will issue to the Purchasers an aggregate of up
to 3,333,333 shares of Series C Preferred Stock pursuant to a Series C Preferred
Stock Purchase Agreement dated as of September 12, 1996, as amended as of on or
about November 25, 1996 (the "Series C Agreement").
2. Waiver of Rights. The Company and the holders of a majority of
Registrable Securities hereby waive all rights pursuant to the provisions of
Section 3 of the Agreement with respect to the issuance and sale of shares of
Series C Preferred Stock to the Purchasers.
3. Effect of Amendment; Counterparts. Except as amended as set forth in
this Amendment, the Agreement shall continue in full force and effect. This
Amendment may be executed in counterparts, each of which shall be an original
and all of which taken together shall constitute one and the same instrument.
Notwithstanding anything in the Agreement to the contrary, each Purchaser shall
become a party to the Agreement upon full execution of this Amendment by the
Company, Holders of a majority of the Registrable Securities then outstanding
and such Purchaser.
IN WITNESS WHEREOF, the parties have executed this Agreement
as of the date and year first above written.
3DFX INTERACTIVE, INC.
By:________________________
Title:_____________________
PURCHASER:
By:________________________
Title:_____________________
2
28
HOLDERS:
U.S. Venture Partners IV, L.P.
By Presidio Management Group IV, L.P.
Its General Partner
By_________________________________________
Title______________________________________
Address: ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Second Ventures II, L.P.
By Presidio Management Group IV, L.P.
Its General Partner
By_________________________________________
Title______________________________________
Address: ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
USVP Entrepreneur Partners II, L.P.
By Presidio Management Group IV, L.P.
Its General Partner
By_________________________________________
Title______________________________________
Address: ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO INVESTORS' RIGHTS AGREEMENT]
3
29
Venrock Associates
By
-------------------------------------
Title General Partner
----------------------------------
Address: ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Venrock Associates II, L.P.
By
-------------------------------------
Title General Partner
----------------------------------
Address: ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Charter Ventures II, L.P.
By
-------------------------------------
Its
------------------------------------
By
-------------------------------------
Title
----------------------------------
Address: ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇ ▇▇▇▇
▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO INVESTORS' RIGHTS AGREEMENT]
4
30
Mitsui Comtek Corp.
By________________________________________
Title_____________________________________
Address ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Mitsui & Co., Ltd.
By________________________________________
Title_____________________________________
Address C/o Mitsui Comtek Corp.
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Norwest Equity Partners V,
a Minnesota Limited Liability Partnership
By: Itasca Partners V, L.L.P., General
Partner
By________________________________________
▇▇▇▇▇▇ Still, Jr., Partner
Address: ▇▇▇ ▇▇▇▇▇▇ ▇▇▇., ▇▇▇▇▇ ▇▇▇,
▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO INVESTORS' RIGHTS AGREEMENT]
5
31
Chase Venture Capital Associates, L.P.,
(formerly known as Chemical Venture
Capital Associates, A California Limited
Partnership)
By: Chase Venture Partners (formerly
known as Chemical Venture Partners), Its
General Partner
By_______________________________________
Title____________________________________
Address: ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Intel Corporation
By_______________________________________
Title____________________________________
Address: ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇.
▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO INVESTORS' RIGHTS AGREEMENT]
6
32
SEGA Enterprises, Ltd.
By____________________________________
Title_________________________________
Address ▇-▇▇, ▇▇▇▇▇▇ ▇-▇▇▇▇▇
▇▇▇▇-▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇
▇▇▇▇▇▇▇▇ Bally/Midway
By____________________________________
Title_________________________________
Address ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
UMAX Data Systems
By____________________________________
Title_________________________________
Address 8F., 68, ▇▇▇. ▇,
▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇.▇.▇.
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO INVESTORS' RIGHTS AGREEMENT]
7
33
EXHIBIT A
[Attach Investors' Rights Agreement]
8
34
AMENDMENT NO. 2 TO
INVESTORS' RIGHTS AGREEMENT
This Amendment No. 2 (the "Amendment") to the Investors'
Rights Agreement dated as of September 12, 1996, as amended as of November 25,
1996, is made and entered into as of December 18, 1996 by and among 3Dfx
Interactive, Inc. (the "Company"), the holders of a majority of the issued and
outstanding Registrable Securities (as defined in the foregoing Investors'
Rights Agreement, the "Agreement") of the Company and certain purchasers of the
Series C Preferred Stock of the Company (individually, a "Purchaser" and,
collectively, the "Purchasers"). This Amendment is intended to be an amendment
to the Agreement, the purpose of which is to grant registration rights to the
Purchasers. This Amendment shall become effective as to the Company and all
Holders when signed by the Company and by Holders holding a majority of the
Registrable Securities then outstanding. All capitalized terms used, but not
defined, herein shall have the same meanings ascribed to them in the Agreement.
A copy of the Agreement, as amended, is attached hereto as Exhibit A.
RECITALS
A. The Company will issue to the Purchasers up to 161,948
shares of Series C Preferred Stock in a Third Closing (as defined in that
certain Series C Preferred Stock Purchase Agreement dated September 12, 1996, as
amended as of November 25, 1996 and on or about December 18, 1996, collectively,
the "Series C Agreement") pursuant to the Series C Agreement.
B. The Purchasers have required that certain registration
and other rights be granted to them with respect to the securities of the
Company to be acquired.
C. The Company wishes to obtain the consent of the Holders
of a majority of Registrable Securities currently outstanding to amend the
Agreement to provide registration rights to the Purchasers with respect to up to
161,948 shares of Series C Preferred Stock sold in the Third Closing and to
waive certain rights to maintain as set forth in Section 3 of the Agreement.
D. The Company and Holders of a majority of Registrable
Securities now outstanding wish to amend Recital A of the Agreement as set forth
below to permit the grant of such registration rights to the Purchasers and
waive certain rights to maintain as set forth in Section 3 of the Agreement.
1
35
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing and of the
mutual promises and covenants contained herein, the parties agree as follows:
1. Amendment of Recital A. Recital A of the Agreement is amended to read in
full as follows:
A. The Company will issue to the Purchasers an aggregate of up
to 3,333,333 shares of Series C Preferred Stock pursuant to a Series C Preferred
Stock Purchase Agreement dated as of September 12, 1996, as amended as of
November 25, 1996 and on or about December 18, 1996 (the "Series C Agreement").
2. Waiver of Rights. The Company and the holders of a majority of Registrable
Securities hereby waive all rights pursuant to the provisions of Section 3 of
the Agreement with respect to (i) the issuance by the Company to ▇▇▇▇▇ ▇▇▇▇▇, a
sole proprietorship doing business as SYMTEK, for $1.00 of a warrant to purchase
40,000 shares of Series C Preferred Stock at $3.75 per share (the "SYMTEK
Warrant"), (ii) the issuance by the Company to Stanford University for $1.00 of
a warrant to purchase 10,000 shares of Series C Preferred Stock at $3.75 per
share (the "Stanford Warrant") and (iii) the issuance by the Company of up to
161,948 shares of Series C Preferred Stock at $3.75 per share in a Third Closing
pursuant to the Series C Agreement.
3. Effect of Amendment; Counterparts. Except as amended as set forth in this
Amendment, the Agreement shall continue in full force and effect. This Amendment
may be executed in counterparts, each of which shall be an original and all of
which taken together shall constitute one and the same instrument.
Notwithstanding anything in the Agreement to the contrary, each Purchaser shall
become a party to the Agreement upon full execution of this Amendment by the
Company, Holders of a majority of the Registrable Securities then outstanding
and such Purchaser.
2
36
IN WITNESS WHEREOF, the parties have executed this Agreement
as of the date and year first above written.
3DFX INTERACTIVE, INC.
By:________________________
Title:_____________________
PURCHASER:
By:________________________
Title:_____________________
[SIGNATURE PAGE TO AMENDMENT NO. 2 TO INVESTORS' RIGHTS AGREEMENT]
3
37
HOLDERS:
U.S. Venture Partners IV, L.P.
By Presidio Management Group IV, L.P.
Its General Partner
By_________________________________________
Title______________________________________
Address: ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Second Ventures II, L.P.
By Presidio Management Group IV, L.P.
Its General Partner
By_________________________________________
Title______________________________________
Address: ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
USVP Entrepreneur Partners II, L.P.
By Presidio Management Group IV, L.P.
Its General Partner
By_________________________________________
Title______________________________________
Address: ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
[SIGNATURE PAGE TO AMENDMENT NO. 2 TO INVESTORS' RIGHTS AGREEMENT]
4
38
Venrock Associates
By
--------------------------------
Title General Partner
-----------------------------
Address: ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Venrock Associates II, L.P.
By
--------------------------------
Title General Partner
-----------------------------
Address: ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
[SIGNATURE PAGE TO AMENDMENT NO. 2 TO INVESTORS' RIGHTS AGREEMENT]
5
39
Norwest Equity Partners V,
a Minnesota Limited Liability Partnership
By: Itasca Partners V, L.L.P., General
Partner
By________________________________________
▇▇▇▇▇▇ Still, Jr., Partner
Address: ▇▇▇ ▇▇▇▇▇▇ ▇▇▇., ▇▇▇▇▇ ▇▇▇,
▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Chase Venture Capital Associates, L.P.,
(formerly known as Chemical Venture
Capital Associates, A California Limited
Partnership)
By: Chase Venture Partners (formerly
known as Chemical Venture Partners),
Its General Partner
By________________________________________
Title_____________________________________
Address: ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇., ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Intel Corporation
By________________________________________
Title_____________________________________
Address: ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇.
▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
[SIGNATURE PAGE TO AMENDMENT NO. 2 TO INVESTORS' RIGHTS AGREEMENT]
6
40
EXHIBIT A
[Attach Investors' Rights Agreement]
7
41
AMENDMENT NO. 3 TO
INVESTORS' RIGHTS AGREEMENT
This Amendment No. 3 (the "Amendment") to the Investors' Rights
Agreement dated as of September 12, 1996, as amended as of November 25, 1996,
as amended December 18, 1996, is made and entered into as of March 27, 1997 by
and among 3Dfx Interactive, Inc. (the "Company"), the holders of a majority of
the outstanding Registrable Securities (as defined in the foregoing Investors'
Rights Agreement, the "Agreement") of the Company. This Amendment is intended
to be an amendment to the Agreement to amend the lock-up provisions of the
Agreement. This Amendment shall become effective as to the Company and all
Holders as of the date hereof. All capitalized terms used, but not defined,
herein shall have the same meanings ascribed to them in the Agreement.
RECITALS
A. The Company is currently contemplating the registration of
shares of its Common Stock for sale to the public.
B. In connection with such registration, the underwriters have
advised the Company that current market conditions require the lock up of
shares held by the Holders be extended until the later of (i) 180 days after
the effective date of the Registration Statement or (ii) the open of market on
the third trading day following the date of public disclosure of the Company's
financial results for the fiscal year ending December 31, 1997, rather than 120
days.
C. The Company wishes to obtain the consent of the Holders of a
majority of Registrable Securities currently outstanding to amend Section 1.8
of the Agreement with respect to such lock-up provisions.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing and of the mutual
promises and covenants contained herein, the parties agree as follows:
1. Section 1.8 of the Agreement is hereby amended to read in its
entirety as follows, with the changes thereto underlined:
"1.8 Lock-Up Provision. Upon receipt of a written
request by the Company or by its underwriters, the Holders
shall not sell, sell short, grant an option to buy, or
otherwise dispose of shares of the Company's Common Stock or
other securities (except for any such shares included in the
registration) until the later of (i) one hundred and eighty
(180) days after the effective date of the Registration
Statement or (ii) the open of market on the third trading day
following the date of public disclosure of the Company's
financial results for the fiscal year ending December 31, 1997
(the "Lock-Up Period") (other than any transfer of shares as a
bona fide gift or gifts, or by will or intestacy or, if the
Holder is a partnership or corporation, any distribution by
such partnership or corporation to its
42
partners or shareholders provided that the distributees thereof agree in
writing to be bound by the terms of this Lock-Up Agreement, or with the prior
written consent of the managing underwriter); provided, however, that such
Holder shall have no obligation to enter into the agreement described in this
Section unless all executive officers and directors of the Company and all
other Holders and holders of other registration rights from the Company enter
into similar agreements. The Company may impose stop-transfer instructions
with respect to the shares (or securities) subject to the foregoing restriction
until the end of said Lock-Up Period."
2. Except as amended as set forth in this Amendment, the
Agreement shall continue in full force and effect. This Amendment may be
executed in counterparts, each of which shall be an original and all of which
taken together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date and year first above written.
3Dfx INTERACTIVE, INC.
By: ____________________________________
Title: _________________________________
________________________________________
▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇ ▇. ▇▇▇▇▇▇ & ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
FAMILY TRUST DATED 6/12/91
By: ____________________________________
▇▇▇▇ FAMILY TRUST
By: ____________________________________
-2-
43
▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ & ▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇ REVOCABLE TRUST DTD 6/30/88
By: ____________________________________
________________________________________
▇▇▇▇ ▇. Buyer
________________________________________
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ AND ▇▇▇▇▇▇▇▇
▇▇-▇▇▇ ▇▇▇▇▇▇, TRUSTEES, ▇▇▇▇▇▇
FAMILY TRUST
By: ____________________________________
By: ____________________________________
CHARTER VENTURES II. L.P.
By: ____________________________________
Title: _________________________________
-3-
44
CHASE VENTURE CAPITAL ASSOCIATES,
L.P.
By: ____________________________________
Title: _________________________________
CHEMICAL VENTURE CAPITAL
ASSOCIATES
By: ____________________________________
Title: _________________________________
________________________________________
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
________________________________________
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
________________________________________
▇▇▇▇▇ ▇. ▇▇▇▇▇▇
________________________________________
▇▇▇▇▇▇▇ ▇▇▇▇▇▇
________________________________________
▇▇▇▇ ▇. and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-4-
45
_______________________________________
▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
_______________________________________
▇▇▇▇▇ ▇. ▇▇▇▇▇▇
_______________________________________
▇▇▇▇▇▇ ▇▇▇▇▇▇
_______________________________________
▇▇▇▇ ▇. Friend
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, TRUSTEE OF THE
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ 1987 TRUST
By: ___________________________________
Title: ________________________________
_______________________________________
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
_______________________________________
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
_______________________________________
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-5-
46
_______________________________________
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
INTEL CORPORATION
By: ___________________________________
Title: ________________________________
_______________________________________
▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇, TRUSTEES, ▇▇▇▇▇▇▇ FAMILY
TRUST
By: ___________________________________
_______________________________________
▇▇▇▇ ▇. ▇▇▇▇▇
_______________________________________
▇▇▇▇ ▇. ▇▇▇▇▇▇
_______________________________________
▇▇▇▇▇ ▇▇▇▇▇▇▇▇
_______________________________________
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-6-
47
_______________________________________
▇▇▇▇▇▇ ▇▇▇▇▇
_______________________________________
▇▇▇▇▇ ▇. ▇▇▇▇▇▇
_______________________________________
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
_______________________________________
▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇▇ LIVING TRUST DTD 12/24/92,
▇▇▇▇▇ ▇. ▇▇▇▇▇▇, TRUSTEE
By: ___________________________________
_______________________________________
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
_______________________________________
▇▇▇▇ ▇. ▇▇▇▇▇
_______________________________________
▇▇▇▇ ▇▇▇▇▇▇▇▇
-7-
48
NORWEST EQUITY PARTNERS V
By _____________________________________
Title __________________________________
________________________________________
▇▇▇▇▇ ▇. ▇'▇▇▇▇▇
________________________________________
▇▇▇▇▇ ▇'▇▇▇▇
________________________________________
▇▇▇▇ ▇▇▇▇▇
________________________________________
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
________________________________________
P. ▇▇▇▇ & ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
________________________________________
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ III
________________________________________
▇▇▇▇▇▇▇ ▇. Race
-8-
49
________________________________________
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
________________________________________
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
________________________________________
▇▇▇▇▇▇▇ ▇. & ▇▇▇▇▇▇ ▇▇▇▇▇
S.C. CUBED INVESTMENT PARTNERSHIP
By _____________________________________
Title __________________________________
________________________________________
▇▇▇ ▇. ▇▇▇▇▇▇▇▇
________________________________________
▇▇▇▇▇ ▇. ▇▇▇▇▇
SEGA ENTERPRISES, LTD.
By _____________________________________
Title __________________________________
-9-
50
THE SOBRATO 1979 REVOCABLE TRUST
By _____________________________________
Title __________________________________
________________________________________
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
________________________________________
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
________________________________________
▇▇▇▇▇▇▇ ▇▇▇▇▇▇
________________________________________
▇▇▇▇▇▇▇ ▇▇▇▇▇
________________________________________
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇
________________________________________
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
________________________________________
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-10-
51
________________________________________
▇▇▇▇▇▇ ▇▇▇▇▇▇▇
________________________________________
▇▇▇▇ ▇. ▇▇▇▇▇▇▇ III
UMAX DATA SYSTEMS, INC.
By _____________________________________
Title __________________________________
________________________________________
▇▇▇▇▇▇ ▇▇▇▇▇▇
VENROCK ASSOCIATES
By _____________________________________
Title __________________________________
VENROCK ASSOCIATES II, L.P.
By _____________________________________
Title __________________________________
-11-
52
▇▇▇▇▇▇▇ ▇. AND ▇▇▇▇▇▇▇ ▇.
VONDERSCMITT JOINT DECLARATION OF
TRUST DATED 01/04/96
By _____________________________________
Title __________________________________
WESTERN WIDGETS C.N.C. INC.
By _____________________________________
Title __________________________________
________________________________________
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
________________________________________
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
MITSUI & CO., LTD., MITSUI COMTEK
CORPORATION
By _____________________________________
Title __________________________________
-12-
53
________________________________________
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
________________________________________
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
GCA INVESTMENTS 96
By _____________________________________
Title __________________________________
USVP ENTREPRENUER PARTNERS II, L.P.
SECOND VENTURES II, L.P.
U.S. VENTURE PARTNERS IV, L.P.
By _____________________________________
Title __________________________________
LIGHTHOUSE CAPITAL PARTNERS, L.P.
By _____________________________________
Title __________________________________
MMC/GATX PARTNERSHIP NO. 1
By _____________________________________
Title __________________________________
-▇▇-
▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
By _____________________________________
Title __________________________________
TAIWAN SEMICONDUCTOR
MANUFACTURING COMPANY, LTD.
By _____________________________________
Title __________________________________
-14-