Amendment No. 4 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This amendment updates the Investors Rights Agreement originally made between Lexar Media, Inc. and various shareholders and investors. The changes clarify the definition of "Registrable Common" to include shares issuable from certain warrants and promissory notes, and exclude these warrants and related shares from the right of first refusal on new securities. All other terms of the original agreement remain unchanged. The amendment is effective as of June 22, 2000, and is signed by Lexar Media and the required majority of investors.

EX-4.5 4 0004.txt AMENDMENT NO. 4 TO INVESTORS RIGHTS AGREEMENT 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) 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. 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 INVESTORS: GE CAPITAL EQUITY INVESTMENTS, INC. a Delaware corporation By: _________________________________ Name: ___________________________ Title: __________________________ SIGNATURE PAGE TO AMENDMENT NO. 4 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. 4 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. 4 TO INVESTORS RIGHTS AGREEMENT THOMVEST HOLDINGS, INC. By: _________________________________ Name: ___________________________ Title: __________________________ SIGNATURE PAGE TO AMENDMENT NO. 4 TO INVESTORS RIGHTS AGREEMENT 1267104 ONTARIO, LTD. By: _________________________________ Name: ___________________________ Title: __________________________ SIGNATURE PAGE TO AMENDMENT NO. 4 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. 4 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. 4 TO INVESTORS RIGHTS AGREEMENT 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