<PAGE>
EXHIBIT 4.5
AMENDMENT NO. 4 TO
INVESTORS RIGHTS AGREEMENT
This AMENDMENT NO. 4 TO INVESTORS RIGHTS AGREEMENT dated June 22, 2000
(this "Amendment") amends that certain Investors Right Agreement, dated as of
September 28, 1999, by and among Lexar Media, Inc., a California corporation
(the "Company"), certain existing shareholders of the Company listed on Schedule
1 thereto and certain investors listed on Schedule 2 thereto, as amended by that
certain Amendment No. 1 to Investors Rights Agreement, dated as of December 18,
1999, that certain Amendment No. 2 to Investors Rights Agreement dated as of
March 21, 2000, and that certain Amendment No. 3 to Investors Rights Agreement
dated as of May 19, 2000 (the "Investors Rights Agreement"). The capitalized
terms not otherwise defined herein have the respective meanings given to them in
the Investors Rights Agreement.
RECITALS
A. Section 7.1 of the Investor Rights Agreement states in part that any
term or provision of the Investors Rights Agreement may be amended by
a writing signed by the Company and holders of at least two-thirds
(2/3rds) of the Registrable Common.
B. The undersigned parties include the Company and the holders of at
least two-thirds (2/3rds) of the Registrable Common.
AGREEMENTS
NOW, THEREFORE, in consideration of the mutual promises made herein and
other good and valuable consideration, the receipt and adequacy of which are
hereby acknowledged, the parties hereto agree to amend the Investors Rights
Agreement as follows:
1. Section 1.11 of the Investors Rights Agreement is amended by adding a
reference to the warrants (the "Warrants") issued pursuant to that certain
Warrant Agreement, dated on or about June 30, 2000 (the "Purchase Agreement"),
by and between the Company and the initial warrant holders listed on Schedule I
thereto. Section 1.11 shall read in its entirety as follows:
1.11. "Registrable Common" means (a) any shares of Common Stock which
------------------
have been issued or are issuable upon the conversion of the Series A
Preferred, Series B Preferred, Series C Preferred, Series D Preferred or
Series E Preferred, (b) any shares of Common Stock which have been issued
or are issuable upon exercise of the Warrants, the Series C Warrant, the
Series E Warrant or the Bridge Loan Warrant, (c) any shares of Common Stock
which have been issued or are issuable upon conversion of the convertible
promissory note issued to Sony Electronics, Inc. ("Sony") on or about March
21, 2000, (d)
<PAGE>
any shares of Common Stock which have been issued or are issuable upon
conversion of any promissory notes or exercise of any warrants issued under
that certain Note and Warrant Purchase Agreement dated on or about May 19,
2000 by and between the Company and the investors named therein, (e) any
shares of Common Stock which have been issued or are issuable upon exercise
of any warrants issued under that certain Warrant Agreement dated on or
about June 30, 2000 by and between the Company and the initial warrant
holders listed on Schedule I thereto (the "Common Stock Warrants"), and (f)
any share of Common Stock issued as a dividend, stock split,
reclassification, recapitalization or other distribution with respect to or
in exchange for replacement of any Registrable Common, and, provided,
however, that shares of Common Stock shall no longer be Registrable Common
when they shall have been effectively registered under the Securities Act
and sold by the Holder thereof in accordance with such registration or sold
by the Holder pursuant to Rule 144.
3. Section 4.2 (iv) of the Investors Rights Agreement is amended by
adding a reference to the Warrants. This will exclude the Warrants and the
Common Stock issuable upon exercise of the Warrants from the definition of "New
Securities" that are subject to each Holders' right of first refusal. Section
4.2 (iv) shall read in its entirety as follows:
(iv) the Warrants, the Series C Warrants, the Series E Warrants, the
Bridge Loan Warrants and the Common Stock Warrants; any securities issuable
upon exercise of the Warrants, the Series C Warrants, the Series E
Warrants, the Bridge Loan Warrants and the Common Stock Warrants (the
"Warrant Securities"); or any securities issuable upon the conversion of
any Warrant Securities;
3. Except as expressly modified by this Amendment, all terms of the
Investors Rights Agreement shall remain in full force and effect.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the date first above written.
COMPANY: LEXAR MEDIA, INC.
By: ____________________________________
Name: Mr. John Reimer
Title: President and Chief Executive
Officer
SIGNATURE PAGE TO AMENDMENT NO. 4 TO INVESTORS RIGHTS AGREEMENT
<PAGE>
INVESTORS: GE CAPITAL EQUITY INVESTMENTS, INC.
a Delaware corporation
By: _________________________________
Name: ___________________________
Title: __________________________
SIGNATURE PAGE TO AMENDMENT NO. 4 TO INVESTORS RIGHTS AGREEMENT
<PAGE>
ST. PAUL VENTURE CAPITAL IV, LLC
By: _________________________________
Name: ___________________________
Title: __________________________
ST. PAUL VENTURE CAPITAL V, LLC
By: _________________________________
Name: ___________________________
Title: __________________________
ST. PAUL VENTURE CAPITAL AFFILIATES
FUND I, LLC
By St. Paul Venture Capital, Inc.,
Its Manager
By: _________________________________
Name: ___________________________
Title: __________________________
SIGNATURE PAGE TO AMENDMENT NO. 4 TO INVESTORS RIGHTS AGREEMENT
<PAGE>
APV TECHNOLOGY PARTNERS II, L.P.
By APV Management Co. II, LLC,
Its Managing General Partner
By: _________________________________
Name: ___________________________
Title: __________________________
SIGNATURE PAGE TO AMENDMENT NO. 4 TO INVESTORS RIGHTS AGREEMENT
<PAGE>
THOMVEST HOLDINGS, INC.
By: _________________________________
Name: ___________________________
Title: __________________________
SIGNATURE PAGE TO AMENDMENT NO. 4 TO INVESTORS RIGHTS AGREEMENT
<PAGE>
1267104 ONTARIO, LTD.
By: _________________________________
Name: ___________________________
Title: __________________________
SIGNATURE PAGE TO AMENDMENT NO. 4 TO INVESTORS RIGHTS AGREEMENT
<PAGE>
DECLARATION OF TRUST OF DAVID SUN AND
DIANA SUN, DATED FEBRUARY 26, 1986
By: _________________________________
Henri Tchen, Attorney-in-Fact
THE JOHN TU AND MARY TU TRUST,
DATED JUNE 16, 1995
By: _________________________________
Henri Tchen, Attorney-in-Fact
SIGNATURE PAGE TO AMENDMENT NO. 4 TO INVESTORS RIGHTS AGREEMENT
<PAGE>
JOHN A. ROLLWAGEN REVOCABLE TRUST
U/A DATED SEPTEMBER 13, 1991
By: _________________________________
Name: ___________________________
Title: __________________________
JOHN A. ROLLWAGEN FAMILY LIMITED
PARTNERSHIP
By: _________________________________
Name: ___________________________
Title: __________________________
SIGNATURE PAGE TO AMENDMENT NO. 4 TO INVESTORS RIGHTS AGREEMENT
<PAGE>
JON D. GRUBER
By: _________________________________
Jon D. Gruber
LAGUNITAS PARTNER, LP
By: _________________________________
Name: ___________________________
Title: __________________________
GRUBER & McBAINE INTERNATIONAL
By: _________________________________
Name: ___________________________
Title: __________________________
SIGNATURE PAGE TO AMENDMENT NO. 4 TO INVESTORS RIGHTS AGREEMENT
