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EXHIBIT 4.3
VIRAGE LOGIC CORPORATION
AMENDMENT AND WAIVER TO RESTATED AND
AMENDED INVESTORS' RIGHTS AGREEMENT
This Amendment and Waiver to Restated and Amended Investors' Rights
Agreement (this "Amendment") is made and entered into as of July 24, 2000 by and
among Virage Logic Corporation, a California corporation (the "Company"), the
undersigned investors in the Company (the "Amending Investors") and the
additional investors in the Company's capital stock who become parties hereto
(the "Additional Investors").
RECITALS
A. The Company, the Amending Investors and certain other investors in the
Company are parties to that certain Restated and Amended Investors' Rights
Agreement dated as of December 3, 1999 (the "Rights Agreement"). The Amending
Investors, such other investors and the Additional Investors are collectively
referred to as the "Investors" for purposes of this Amendment and are listed on
Exhibit A hereto.
B. The Company has entered into an agreement to sell to the Additional
Investors shares of the Company's Common Stock (the "Additional Shares")
concurrently with the closing of the Company's initial underwritten firm
commitment public offering (the "IPO").
C. Pursuant to Section 4.2 of the Rights Agreement, the Rights Agreement
may be amended and observance of its terms may be waived with the written
consent of the Company and the Amending Investors, as holders of a majority of
the Investors' Shares (as such term is defined in the Rights Agreement).
D. The Company and the Amending Investors desire to amend certain
provisions of the Rights Agreement to provide the Additional Investors
registration rights with respect to the Additional Shares and to make certain
other changes in connection with the IPO as set forth herein.
NOW, THEREFORE, in consideration of the foregoing recitals and the mutual
promises hereinafter set forth, the parties hereto agree as follows:
I. AMENDMENT OF RIGHTS AGREEMENT
A. Amendment of Section 2.1 of the Rights Agreement.
1. Section 2.1 of the Rights Agreement is hereby amended to include
the following additional definitions:
"(i) Additional Investors. The term "ADDITIONAL INVESTORS" shall mean
the purchasers of the Company's Common Stock pursuant to that certain
Common Stock Purchase Agreement dated July 6, 2000."
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"(j) Common Stock Purchase Agreement. The term "COMMON STOCK PURCHASE
AGREEMENT" shall mean that certain Common Stock Purchase Agreement dated
July 6, 2000 between the Company and the Additional Investors."
The definition of "Demand Registrable Securities" in Section 2.1 of
the Rights Agreement is hereby amended and restated in its entirety to read
as follows:
"(b) Demand Registrable Securities. The term "DEMAND REGISTRABLE
SECURITIES" means: (1) all the shares of Common Stock of the Company issued
or issuable upon the conversion of any shares of Series B Stock issued
under the Series B Agreement or any shares of Series C Stock issued under
the Series C Agreement, as such agreement(s) may hereafter be amended from
time to time; (2) all shares of Common Stock issued to the Additional
Investors under the Common Stock Purchase Agreement, as such agreement may
hereafter be amended from time to time; and (3) any shares of Common Stock
of the Company issued as (or issuable upon the conversion or exercise of
any warrant, right or other security which is issued as) a dividend or
other distribution with respect to, or in exchange for or in replacement
of, all such shares of Common Stock described in clauses (1) and (2) of
this subsection (b); excluding in all cases, however, any Demand
Registrable Securities sold by a person in a transaction in which rights
under this Section 2 are not assigned in accordance with this Agreement or
any Demand Registrable Securities sold to the public or sold pursuant to
Rule 144 promulgated under the Securities Act."
B. Amendment of Section 2.2(a) of Rights Agreement.
Section 2.2(a) of the Rights Agreement is hereby amended and restated
in its entirety to read as follows:
"(a) Request by Holders. If the Company shall receive at any time
after the earlier of (i) July 5, 2002, or (ii) six (6) months after the
effective date of the Company's initial public offering of its securities
pursuant to a registration filed under the Securities Act (the "IPO"), a
written request from the Holders of at least 1,050,000 shares (on a common
equivalent basis) of the Demand Registrable Securities that the Company
file a registration statement under the Securities Act covering the
registration of Demand Registrable Securities pursuant to this Section 2.2,
then the Company shall, within ten (10) business days of the receipt of
such written request, give written notice of such request "REQUEST NOTICE")
to all Holders then eligible to participate in a registration under this
Section 2.2(a), and effect, as soon as practicable, the registration under
the Securities Act of all Demand Registrable Securities which such Holders
request to be registered and included in such registration by written
notice given by such Holders to the Company within twenty (20) days after
receipt of the Request Notice, subject only to the limitations of this
Section 2.2; provided that the Demand Registrable Securities requested by
all Holders to be registered pursuant to such request must either (i) be at
least fifty percent (50%) of all Demand Registrable Securities then
outstanding and then eligible for registration under this Section 2.2(a) or
(ii) have an anticipated aggregate public offering
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price (before any underwriting discounts and commissions) of not less than
$10,000,000 (or $20,000,000 if such requested registration is the initial
public offering of the Company's stock registered under the Securities
Act); and provided, further, that the Additional Investors shall not be
entitled to request a registration pursuant to this Section 2.2(a) with
respect to, or include in any registration effected pursuant to this
Section 2.2(a), any shares of Common Stock purchased by the Additional
Investors pursuant to the Common Stock Purchase Agreement, unless such
registration is to be effected after the one-year anniversary date of the
effective date of the IPO."
C. Amendment of Section 2.3 of the Rights Agreement.
Section 2.3 of the Rights Agreement is hereby amended to insert
the following phrase at the end of the first paragraph of such section:
"Notwithstanding the foregoing, the Additional Investors shall not be
entitled to include any shares of Common Stock purchased by them pursuant
to the Common Stock Purchase Agreement in, or to receive notice of the
filing of, any registration statement to be filed prior to the one-year
anniversary of the effective date of the IPO."
D. Amendment of Section 3.5 of Rights Agreement.
Section 3.5 of the Rights Agreement is hereby amended and
restated in its entirety to read as follows:
"3.5 TERMINATION. This right of first refusal shall terminate (i)
immediately before the closing of the first underwritten sale of Common
Stock of the Company to the public pursuant to a registration statement
filed with, and declared effective by, the SEC under the Securities Act,
covering the offer and sale of Common Stock to the public for an aggregate
gross public offering price (calculated after deduction of underwriters'
discounts and commissions) of at least $25,000,000, or (ii) upon (a) the
acquisition of all or substantially all the assets of the Company or (b) an
acquisition of the Company by another corporation or entity by
consolidation, merger or other reorganization in which the holders of the
Company's outstanding voting stock immediately prior to such transaction
own, immediately after such transaction, securities representing less than
fifty percent (50%) or more of the voting power of the corporation or other
entity surviving such transaction pursuant to this Section 3."
E. Amendment of Section 4.1(b) of the Rights Agreement.
Section 4.1(b) of the Rights Agreement is hereby amended to
substitute "50,000" in place of "100,000" throughout such section.
F. Waiver of Compliance with Section 3 of the Rights Agreement. The
Amending Investors on behalf of all Investors, waive any past or future failure
of the Company to comply with Section 3 of the Rights Agreement solely to the
extent such failure arose in connection with the Company's issuance of options
to employees, officers, directors, contractors, advisors or consultants of the
Company under the Company's 1997 Equity Incentive Plan or issuance of shares
under the Common Stock Purchase Agreement.
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G. Binding Effect. Pursuant to Section 4.2 of the Rights Agreement,
the amendments to the Rights Agreement set forth in Section 1.1 of this
Amendment shall be binding upon each Investor, each Shareholder (as such term is
defined in the Rights Agreement), each permitted successor or assignee of such
Investor or Shareholder and the Company.
II. GENERAL PROVISIONS
A. Entire Agreement. This Amendment, together with all the Exhibits
hereto, constitutes and contains the entire agreement and understanding of the
parties with respect to the subject matter hereof and supersedes any and all
prior negotiations, correspondence, agreements, understandings, duties or
obligations between the parties respecting the subject matter hereof. This
Amendment shall be limited solely to the matters expressly set forth herein and
shall not prejudice any right or rights which the Company may now have or may in
the future have under or in connection with the Rights Agreement or any
instruments or agreements referred to therein.
B. Governing Law. This Amendment shall be governed by and construed
exclusively in accordance with the internal laws of the State of California as
applied to agreements among California residents entered into and to be
performed entirely within California, excluding that body of law relating to
conflict of laws and choice of law.
C. Counterparts. This Amendment may be executed in counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of
the date and year first above written.
THE COMPANY:
Virage Logic Corporation
By: /s/ ADAM KABLANIAN
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Adam Kablanian, President & CEO
AMENDING INVESTORS:
By: /s/ DENNIS P. WOLF
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[Sign Here]
Name: Dennis P. Wolf
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[Please Print]
Title: Executive VP and CFO
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[Please Print (if applicable)]
Company Name: Credence Systems
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[Please Print (if applicable)]
By: /s/ AMIR HAREL
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[Sign Here]
Name: Amir Harel
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[Please Print]
Title: VP & CFO
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[Please Print (if applicable)]
Company Name: Tower Semiconductor
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[Please Print (if applicable)]
By: /s/ MICHAEL STARK
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[Sign Here]
Name: Michael Stark
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[Please Print]
Title: Managing Director,
Crosslink Capital, Inc.
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[Please Print (if applicable)]
Company Name: Crosslink Crossover Fund III L.P.
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[Please Print (if applicable)]
[SIGNATURE PAGE TO AMENDMENT AND WAIVER TO RESTATED
AND AMENDED INVESTORS' RIGHTS AGREEMENT]
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By: /s/ MICHAEL STARK
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[Sign Here]
Name: Michael Stark
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[Please Print]
Title: Managing Director,
Crosslink Capital, Inc.
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[Please Print (if applicable)]
Company Name: Omega Bayview, L.L.C.
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[Please Print (if applicable)]
By: /s/ MICHAEL STARK
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[Sign Here]
Name: Michael Stark
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[Please Print]
Title: Managing Director,
Crosslink Capital, Inc.
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[Please Print (if applicable)]
Company Name: Crosslink Offshore
Omega Ventures III
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[Please Print (if applicable)]
By: /s/ MICHAEL STARK
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[Sign Here]
Name: Michael Stark
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[Please Print]
Title: Managing Director,
Crosslink Capital, Inc.
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[Please Print (if applicable)]
Company Name: Crosslink Capital Ventures III, LLC
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[Please Print (if applicable)]
ADDITIONAL INVESTORS:
CROSSLINK CROSSOVER FUND III, L.P.
By: Crossover Fund III Management, L.L.C.
Its General Partner
By: /s/ MICHAEL J. STARK
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Michael J. Stark, Managing Member
OFFSHORE CROSSLINK CROSSOVER FUND III, UNIT TRUST
By: Crossover Fund III Management, L.L.C.
Its Managing Member
By: /s/ MICHAEL J. STARK
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Michael J. Stark, Managing Member
[SIGNATURE PAGE TO AMENDMENT AND WAIVER TO RESTATED
AND AMENDED INVESTORS' RIGHTS AGREEMENT]
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