Other Expenses of Issuance and Distribution

EX-10.2 7 f99063orexv10w2.txt EXHIBIT 10.2 EXHIBIT 10.2 AMENDMENT TO AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT WHEREAS, Volterra Semiconductor Corporation, a Delaware corporation (the "Company"), proposes to sale and issue shares of the Company's Series E Preferred Stock to the investors listed on Attachment A attached hereto (the "New Investors") pursuant to the Series E Preferred Stock Purchase Agreement, dated October 2, 2001; WHEREAS, the Company has entered into that certain Amended and Restated Investor Rights Agreement, dated October 2, 2001 (the "Agreement"), with the investors listed on Exhibit A attached thereto and the holders of Series A Preferred Stock Warrants and Series B Preferred Stock Warrants listed on Exhibit B attached thereto (collectively referred to herein as the "Investors") and, for purposes of Sections 5 and 6 of the Agreement only, the founders listed on Exhibit C attached thereto; WHEREAS, in order to induce the New Investors to purchase shares of the Company's Series E Preferred Stock, the Investors and the Company wish to amend the Agreement to include the New Investors and the sale and issuance of additional shares of Series E Preferred Stock; and WHEREAS, pursuant to Section 7.5(a) of the Agreement, the Agreement may be amended upon the written consent of the Company and the holders of at least a majority of the Registrable Securities (as defined in the Agreement); and WHEREAS, the undersigned Investors collectively constitute a majority of the Registrable Securities. NOW, THEREFORE, the undersigned Investor, pursuant to Section 7.5(a) of the Agreement, hereby agrees as follows: 1. AMENDMENT OF SECTION 4.6(d). Section 4.6(d) of the Agreement is hereby amended in its entirety to read as follows: "(d) up to six million two hundred fifty thousand (6,250,000) shares of Series E Preferred Stock and the Common Stock issuable upon conversion thereof." 2. AMENDMENT OF EXHIBIT A. Exhibit A of the Agreement is hereby amended to include the New Investors. 3. FULL FORCE AND EFFECT. All other provisions of the Agreement shall remain in full force and effect. 1. IN WITNESS WHEREOF, the undersigned have executed this Amendment as of January 17, 2002. VOLTERRA SEMICONDUCTOR CORPORATION By: /s/ Jeffrey Staszak --------------------------------------- Jeffrey Staszak President and Chief Executive Officer INVESTORS: KLEINER PERKINS CAUFIELD & BYERS VIII By: /s/ Kevin R. Compton -------------------- Kevin R. Compton General Partner KLEINER PERKINS CAUFIELD & BYERS VIII FOUNDERS FUND By: /s/ Kevin R. Compton -------------------- Kevin R. Compton General Partner MORGENTHALER VENTURE PARTNERS V BY: MORGENTHALER MANAGEMENT PARTNERS V, ITS GENERAL PARTNER By: /s/ R. D. Pavey --------------- R. D. Pavey Member 2. INVESTORS: INTEGRAL CAPITAL PARTNERS IV, L.P. BY: INTEGRAL CAPITAL MANAGEMENT IV, LLC, ITS GENERAL PARTNER By: /s/ Pamela Hagenah ------------------------------------- Pamela Hagenah Manager INTEGRAL CAPITAL PARTNERS IV MS SIDE FUND, L.P. BY: INTEGRAL CAPITAL PARTNERS NBT, LLC, ITS GENERAL PARTNER By: /s/ Pamela Hagenah ------------------------------- Pamela Hagenah Manager This Amendment may be executed in counterparts with the same force and effect as if each of the signatories had executed the same document. 3.