Amendment No. 3 to Investors Rights Agreement by and among Lexar Media, Inc. and Certain Investors

Summary

This amendment updates the Investors Rights Agreement originally made between Lexar Media, Inc. and various investors and shareholders. The amendment, effective May 19, 2000, revises the definition of "Registrable Common" to include shares related to new promissory notes and warrants issued under a recent Note and Warrant Purchase Agreement. All other terms of the original agreement remain unchanged. The amendment is signed by Lexar Media, Inc. and investors holding at least two-thirds of the relevant shares, as required by the original agreement.

EX-4.4 3 0003.txt AMENDMENT NO. 3 TO INVESTORS RIGHTS AGREEMENT EXHIBIT 4.4 AMENDMENT NO. 3 TO INVESTORS RIGHTS AGREEMENT This AMENDMENT NO. 3 TO INVESTORS RIGHTS AGREEMENT dated May 19, 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, and that certain Amendment No. 2 to Investors Rights Agreement dated as of March 21, 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 Promissory Notes and Warrants issued pursuant to that certain Note and Warrant Purchase Agreement, dated on or about May 19, 2000 (the "Purchase Agreement"), by and between the Company and the investors named therein. 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) 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, and (e) 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, 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. 2. Except as expressly modified by this Amendment, all terms of the Investors Rights Agreement shall remain in full force and effect. 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. 3 TO INVESTORS RIGHTS AGREEMENT INVESTORS: GE CAPITAL EQUITY INVESTMENTS, INC. a Delaware corporation By: _________________________________ Name: ___________________________ Title: __________________________ SIGNATURE PAGE TO AMENDMENT NO. 3 TO INVESTORS RIGHTS AGREEMENT 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. 3 TO INVESTORS RIGHTS AGREEMENT APV TECHNOLOGY PARTNERS II, L.P. By APV Management Co. II, LLC, Its Managing General Partner By: _________________________________ Name: ___________________________ Title: __________________________ SIGNATURE PAGE TO AMENDMENT NO. 3 TO INVESTORS RIGHTS AGREEMENT THOMVEST HOLDINGS, INC. By: _________________________________ Name: ___________________________ Title: __________________________ SIGNATURE PAGE TO AMENDMENT NO. 3 TO INVESTORS RIGHTS AGREEMENT 1267104 ONTARIO, LTD. By: _________________________________ Name: ___________________________ Title: __________________________ SIGNATURE PAGE TO AMENDMENT NO. 3 TO INVESTORS RIGHTS AGREEMENT 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. 3 TO INVESTORS RIGHTS AGREEMENT 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. 3 TO INVESTORS RIGHTS AGREEMENT SUNAMERICA INVESTMENTS INC. By: _________________________________ Name: ___________________________ Title: __________________________ SIGNATURE PAGE TO AMENDMENT NO. 3 TO INVESTORS RIGHTS AGREEMENT MELLON VENTURES, L.P. By: _________________________________ Name: ___________________________ Title: __________________________ SIGNATURE PAGE TO AMENDMENT NO. 3 TO INVESTORS RIGHTS AGREEMENT