Investors' Rights Agreement [Amendment No. 2] - NVIDIA Corp. and Synopsys Inc.
NVIDIA Corporation
SECOND AMENDMENT
TO
SECOND AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT
This Second Amendment to Second Amended and Restated Investors' Rights Agreement
(this "Amendment") is made and entered into as of the date first written above,
by and among NVIDIA Corporation, a California corporation (the "Company"), the
undersigned security holders of the Company (the "Existing Parties") who are
parties to that certain Second Amended and Restated Investors' Rights Agreement
dated August 19, 1997, as amended (the "Rights Agreement") and the undersigned
investor (the "Investor") of the Company listed on Schedule 1 attached hereto.
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RECITALS
A. The Existing Parties possess certain registration rights under the
Rights Agreement.
B. In connection with the Stock Purchase Agreement dated as of the date
hereof between the Company and the Investor (the "Purchase Agreement"), the
Investor will purchase Common Stock of the Company.
C. In order to effect the sale of the Shares under the Purchase Agreement,
the parties to this Amendment, including the Existing Parties, desire to amend
the Rights Agreement to provide the Investor with certain rights pursuant to the
terms of the Rights Agreement.
AGREEMENT
THEREFORE, the parties to this Amendment agree as follows:
1. Amendment to Rights Agreement.
(a) For purposes of Section 1 of the Rights Agreement only, each
Investor shall be deemed a "Holder" as such term is defined in Section 1(d) of
the Rights Agreement, and each Investor shall have all the rights granted to
each Holder pursuant to Section 1 of the Rights Agreement.
(b) The definition of "Registrable Securities" in Section 1(g) of the
Rights Agreement is hereby amended and restated to read as follows (additions
are double-underlined):
"Registrable Securities" shall mean (i) shares of Common Stock
issued or issuable pursuant to the conversion of the Shares, (ii)
shares of Common Stock issued pursuant to the Stock Purchase Agreement
dated as of April 12, 1999, and (ii) any Common Stock of the Company
issued or issuable as a dividend or
1.
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other distribution with respect to or in exchange for or in
replacement of the shares referenced in (i) above, provided, however,
that Registrable Securities shall not include any shares of Common
Stock which have previously been registered or which have been sold to
the public.
2. Effect of Amendment.
(a) It is an express condition to this Amendment that the parties to
it include the Company and Existing Parties who hold more than fifty percent
(50%) of the Registrable Securities, as defined in the Rights Agreement. The
Company and the Existing Parties agree that the execution of this Amendment
constitutes a written amendment of the Rights Agreement effected in compliance
with Section 3.7 thereof. This Amendment shall be binding on each party to the
Rights Agreement, whether or not such party has signed it. Except as expressly
provided in this Amendment, the provisions, terms and conditions of the Rights
Agreement shall remain in full force and effect.
(b) The Rights Agreement shall be binding upon and inure to the
benefit of each Investor who signs this Amendment, as if each such Investor had
been a party to the Rights Agreement upon its original execution and delivery
among the parties thereto.
3. Counterparts. This Amendment may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one instrument.
4. Governing Law. This Amendment shall be governed and construed in
accordance with the laws of the State of California.
5. Entire Agreement; Successors and Assigns. This Amendment constitutes
the full and entire understanding and agreement among the parties hereto
regarding the subject matter hereof. Except as otherwise expressly provided
herein, the provisions hereof shall inure to the benefit of, and be binding
upon, the successors, assigns, heirs, executors and administrators of the
parties hereto.
2.
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The foregoing Second Amendment to Second Amended and Restated
Investors' Rights Agreement is hereby executed as of the date first above
written.
"COMPANY"
NVIDIA Corporation
By: /s/ C B Hoberg
Its: CFO
3.
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"EXISTING PARTIES"
Sutter Hill Ventures,
a California Limited Partnership
By: Sutter Hill Management Company, L.P.
By: /s/ Tench Coxe
General Partner of the General Partner
Sequoia Capital VI,
a California Limited Partnership
Sequoia Technology Partners VI,
a California Limited Partnership
Sequoia XXIII,
a California Limited Partnership
Sequoia XXIV,
a California Limited Partnership
Sequoia Technology Partners III
Sequoia Growth Fund
SQP 1997
Sequoia 1997
By: /s/ Mark Stevens
General Partner, on behalf of the above-named entities
4.
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Worldview Technology Partners I, L.P.
By: Worldview Capital I, L.P., its General Partner
By: Worldview Equity I, L.L.C., its General Partner
By:
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General Partner
Worldview Technology International I, L.P.
By: Worldview Capital I, L.P., its General Partner
By: Worldview equity I, L.L.C., its General Partner
By:
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General Partner
Worldview Strategic Partners I, L.P.
By: Worldview Capital I, L.P., its General Partner
By: Worldview Equity I, L.L.C., its General Partner
By:
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General Partner
5.
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"INVESTORS"
Synopsys, Inc.
By: Steven K. Shevick
Its: Vice President
General Counsel
6.
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Schedule 1
List of Investor
Investor Name and Address Date of Purchase
Synopsys, Inc.
700 East Middlefield Road
Mountain View, CA 94043
Attn: Steven K. Shevick, Esq.
(f) (650) 584-1184
7.