Registration and Information Rights - Intraware Inc., Holders of Series A-D Convertible Preferred Stock, Peter Jackson, Donald Freed and Paul Martinelli


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                             AMENDED AND RESTATED
                     REGISTRATION AND INFORMATION RIGHTS
                                  AGREEMENT
                                 BY AND AMONG

                                INTRAWARE, INC.

                                      AND

                            THE HOLDERS OF SERIES A 
                          CONVERTIBLE PREFERRED STOCK

                            THE HOLDERS OF SERIES B 
                          CONVERTIBLE PREFERRED STOCK

                            THE HOLDERS OF SERIES C 
                          CONVERTIBLE PREFERRED STOCK

                            THE HOLDERS OF SERIES D
                          CONVERTIBLE PREFERRED STOCK

                                      AND

                                    FOUNDERS
                                    --------

                                 PETER JACKSON
                                  DONALD FREED
                                PAUL MARTINELLI


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                                   DATED AS OF
                                 APRIL 14, 1998.



                                TABLE OF CONTENTS


                                                                               PAGE
                                                                               ----
                                                                         
Section 1.   Certain Definitions . . . . . . . . . . . . . . . . . . . . . . . . .1

Section 2.   Restrictions on Transferability . . . . . . . . . . . . . . . . . . .3

Section 3.   Restrictive Legend. . . . . . . . . . . . . . . . . . . . . . . . . .3

Section 4.   Notice of Proposed Transfers. . . . . . . . . . . . . . . . . . . . .4

Section 5.   Registration. . . . . . . . . . . . . . . . . . . . . . . . . . . . .4

        5.1  Requested Registration. . . . . . . . . . . . . . . . . . . . . . . .4
        5.2  Company Registration. . . . . . . . . . . . . . . . . . . . . . . . .7
        5.3  Registration on Form S-3. . . . . . . . . . . . . . . . . . . . . . .8
        5.4  Expenses of Registration. . . . . . . . . . . . . . . . . . . . . . .9
        5.5  Registration Procedures . . . . . . . . . . . . . . . . . . . . . . .9
        5.6  Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . 10
        5.7  Information by Holders. . . . . . . . . . . . . . . . . . . . . . . 12
        5.8  Rule 144 Reporting. . . . . . . . . . . . . . . . . . . . . . . . . 12
        5.9  Transfer of Registration Rights . . . . . . . . . . . . . . . . . . 12
        5.10 Termination of Registration Rights. . . . . . . . . . . . . . . . . 13

Section 6.     Financial Information . . . . . . . . . . . . . . . . . . . . . . 13

Section 7.     Standoff Agreement. . . . . . . . . . . . . . . . . . . . . . . . 14

Section 8.     Additional Parties. . . . . . . . . . . . . . . . . . . . . . . . 14

Section 9.     Amendment . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14

Section 10.    Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . 15

Section 11.    Aggregation of Entities . . . . . . . . . . . . . . . . . . . . . 15

Section 12.    Entire Agreement. . . . . . . . . . . . . . . . . . . . . . . . . 15

Section 13.    Notices, Etc. . . . . . . . . . . . . . . . . . . . . . . . . . . 15

Section 14.    Counterparts. . . . . . . . . . . . . . . . . . . . . . . . . . . 15



                                           -i-



                      AMENDED AND RESTATED REGISTRATION
                      AND INFORMATION RIGHTS AGREEMENT


     This Registration and Information Rights Agreement (the 'Agreement') is 
made as of the date of purchase of shares of Series D Preferred Stock by each 
Series D Preferred Stock Purchaser indicated in Exhibit A to the Series D 
Preferred Stock Purchase Agreement by and among Intraware, Inc., a Delaware 
corporation (the 'Company'), the holders of shares of Series A Preferred 
Stock (the 'Series A Purchasers'), the holders of shares of Series B 
Preferred Stock (the 'Series B Purchasers'), the holders of shares of Series 
C Preferred Stock (the 'Series C Purchasers'), the holders of shares of 
Series D Preferred Stock (the 'Series D Purchasers') (the Series A 
Purchasers, the Series B Purchasers, the Series C Purchasers and the Series D 
Purchasers, being hereinafter referred to individually as a 'Purchaser' and 
together, along with such additional parties as are hereafter deemed 
Purchasers pursuant to Section 8 hereof, as the 'Purchasers'), and Peter 
Jackson, Don Freed and Paul Martinelli (individually, a 'Founder' and 
collectively, the 'Founders').  The Founders, the Series A Purchasers, the 
Series B Purchasers, the Series C Purchasers and the Series D Purchasers are 
listed on EXHIBIT A hereto. 


                                       RECITALS
                                       --------

     WHEREAS, the Company, the Founders, and one or more of the Series A 
Purchasers, the Series B Purchasers and the Series C Purchasers are parties 
to certain Registration and Information Rights Agreements made and entered 
into as of September 24, 1996, June 12, 1997, and December 3, 1997 (the 
'Prior Agreements'); and

     WHEREAS, the Series D Purchasers and the Company have entered into or 
concurrently herewith are entering into a Series D Preferred Stock Purchase 
Agreement (the 'Series D Purchase Agreement'), pursuant to which the Series D 
Purchasers are purchasing from the Company shares of its Series D Preferred 
Stock (the 'Series D Preferred'); and

     WHEREAS, the obligations of the Company and the Series D Purchasers 
under the Series D Purchase Agreement are conditioned, among other things, 
upon the execution and delivery of this Agreement by the Company, the 
Founders and the Purchasers; and

     WHEREAS, in consideration of the Company's sale and the Series D 
Purchasers' purchase of the Series D Preferred, the several parties hereto 
wish to grant to the Series D Purchasers the several rights set forth herein, 
and to observe the several obligations set forth herein, which rights and 
obligations shall terminate and supersede, to the extent not already 
terminated and superseded, those set forth in the Prior Agreements;

     NOW, THEREFORE, in consideration of the mutual promises and covenants 
hereinafter set forth, the Company, the Founders and the Purchasers agree as 
follows:




     SECTION 1.  CERTAIN DEFINITIONS.  As used in this Agreement, the 
following terms shall have the following respective meanings:

                 'COMMISSION' shall mean the Securities and Exchange 
Commission or any other federal agency at the time administering the 
Securities Act.

                 'CONVERSION STOCK' means the Series A, the Series B, the 
Series C and the Series D Preferred Stock, and the Common Stock issued or 
issuable pursuant to conversion of the Series A, the Series B, the Series C 
and the Series D Preferred Stock.

                 'HOLDERS' shall mean (i) the Purchasers for so long as 
Purchasers hold Conversion Stock or Registrable Securities, (ii) the Founders 
for so long as the Founders hold Registrable Securities, and (iii) any person 
holding Registrable Securities to whom the rights under this Agreement have 
been transferred in accordance with Section 5.9 hereof.

                 'INITIATING HOLDERS' shall mean any holder or holders of 
more than 50% of the Series A Preferred, the Series B Preferred, the Series C 
Preferred and the Series D Preferred (and Registrable Securities issued upon 
conversion thereof) then outstanding as of the relevant date considered as a 
single class; and in the case of up to one registration pursuant to Section 
5.1(a), any holder or holders of no less than sixty percent (60%) of the 
Series D Preferred (and the Registrable Securities issued upon conversion 
thereof) then outstanding as of the relevant date considered as a single 
class (such registration referred to herein as the 'Series D Registration').

                 'SERIES A PREFERRED' shall mean the Series A Preferred Stock 
of the Company issued pursuant to the Series A Preferred Stock Purchase 
Agreement.

                 'SERIES B PREFERRED' shall mean the Series B Preferred Stock 
of the Company issued pursuant to the Series B Preferred Stock Purchase 
Agreement.

                 'SERIES C PREFERRED' shall mean the Series C Preferred Stock 
of the Company issued pursuant to the Series C Preferred Stock Purchase 
Agreement.

                 'SERIES D PREFERRED' shall mean the Series D Preferred Stock 
of the Company issued pursuant to the Series D Preferred Stock Purchase 
Agreement.

                 'REGISTRABLE SECURITIES' means (i) shares of Common Stock of 
the Company issued or issuable in respect of the Conversion Stock upon any 
stock split, stock dividend, recapitalization, or similar event, or any 
Common Stock otherwise issuable with respect to the Conversion Stock, (ii) 
shares of Common Stock which are Conversion Stock, and (iii) shares of Common 
Stock which are held by the Founders; provided, however, that shares of 
Conversion Stock or other securities shall only be treated as Registrable 
Securities if and so long as they have not been sold to or through a broker 
or dealer or underwriter in a public distribution or a public securities 
transaction.


                                     -2-



                 The terms 'REGISTER,' 'REGISTERED' and 'REGISTRATION' refer 
to a registration effected by preparing and filing a registration statement 
in compliance with the Securities Act, and the declaration or ordering of the 
effectiveness of such registration statement.

                 'REGISTRATION EXPENSES' shall mean all expenses, except as 
otherwise stated below, incurred by the Company in complying with Sections 
5.1, 5.2 and 5.3 hereof, including, without limitation, all registration, 
qualification and filing fees, printing expenses, escrow fees, fees and 
disbursements of counsel for the Company, blue sky fees and expenses, the 
expense of any special audits incident to or required by any such 
registration (but excluding the compensation of regular employees of the 
Company which shall be paid in any event by the Company) and the reasonable 
fees and disbursements of one counsel for all Holders as appointed by the 
Holders (other than the Founders).

                 'RESTRICTED SECURITIES' shall mean the securities of the 
Company required to bear the legend set forth in Section 3 hereof.

                 'SECURITIES ACT' shall mean the Securities Act of 1933, as 
amended, or any similar federal statute and the rules and regulations of the 
Commission thereunder, all as the same shall be in effect at the time.

                 'SELLING EXPENSES' shall mean all underwriting discounts, 
selling commissions and stock transfer taxes applicable to the securities 
registered by the Holders and, except as set forth under 'Registration 
Expenses', all reasonable fees and disbursements of counsel for any Holder.

     SECTION 2.  RESTRICTIONS ON TRANSFERABILITY.  The Conversion Stock and 
any other securities issued in respect of the Conversion Stock upon any stock 
split, stock dividend, recapitalization, merger, consolidation or similar 
event, shall not be sold, assigned, transferred or pledged except upon the 
conditions specified in this Agreement, which conditions are intended to 
ensure compliance with the provisions of the Securities Act.  Each Purchaser 
will cause any proposed purchaser, assignee, transferee, or pledgee of any 
such shares held by such Purchaser to agree to take and hold such securities 
subject to the provisions and upon the conditions specified in this Agreement.

     SECTION 3.  RESTRICTIVE LEGEND.  Each certificate representing (i) the 
Conversion Stock and (ii) any other securities issued in respect of the 
Conversion Stock upon any stock split, stock dividend, recapitalization, 
merger, consolidation or similar event, shall (unless otherwise permitted by 
the provisions of Section 4 below) be stamped or otherwise imprinted with a 
legend in substantially the following form (in addition to any legend 
required under applicable state securities laws):

     THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
     UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND HAVE BEEN ACQUIRED
     FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE
     OR DISTRIBUTION THEREOF.  SUCH


                                     -3-



     SHARES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH 
     REGISTRATION UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL REASONABLY
     ACCEPTABLE TO IT STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE
     REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT.

     Each Purchaser and each Holder consents to the Company making a notation 
on its records and giving instructions to any transfer agent of the Preferred 
Stock or the Common Stock in order to implement the restrictions on transfer 
established in this Agreement.

     SECTION 4.   NOTICE OF PROPOSED TRANSFERS.  The holder of each 
certificate representing Restricted Securities by acceptance thereof agrees 
to comply in all respects with the provisions of this Section 4.  Prior to 
any proposed sale, assignment, transfer or pledge of any Restricted 
Securities (other than (i) a transfer not involving a change in beneficial 
ownership, (ii) in transactions involving the distribution without 
consideration of Restricted Securities by any Purchaser to any of its 
partners, or retired partners, or to the estate of any of its partners or 
retired partners, (iii) in transactions involving the transfer without 
consideration of Restricted Securities by a Purchaser during his or her 
lifetime by way of gift or on death by will or intestacy, or (iv) in 
transactions in compliance with Rule 144), unless there is in effect a 
registration statement under the Securities Act covering the proposed 
transfer, the holder thereof shall give written notice to the Company of such 
holder's intention to effect such transfer, sale, assignment or pledge.  Each 
such notice shall describe the manner and circumstances of the proposed 
transfer, sale, assignment or pledge in sufficient detail, and shall be 
accompanied, at such holder's expense, by either (i) an unqualified written 
opinion of legal counsel who shall be, and whose legal opinion shall be, 
reasonably satisfactory to the Company addressed to the Company, to the 
effect that the proposed transfer of the Restricted Securities may be 
effected without registration under the Securities Act, (ii) a 'no action' 
letter from the Commission to the effect that the transfer of such securities 
without registration will not result in a recommendation by the staff of the 
Commission that action be taken with respect thereto, or (iii) other evidence 
satisfactory to the Company, whereupon the holder of such Restricted 
Securities shall be entitled to transfer such Restricted Securities in 
accordance with the terms of the notice delivered by the holder to the 
Company.  Each certificate evidencing the Restricted Securities transferred 
as above provided shall bear, except if such transfer is made pursuant to 
Rule 144(k), the appropriate restrictive legend set forth in Section 3 above, 
except that such certificate shall not bear such restrictive legend if, in 
the opinion of counsel for such holder and the Company, such legend is not 
required in order to establish compliance with any provision of the 
Securities Act.

     SECTION 5.   REGISTRATION.

             5.1  REQUESTED REGISTRATION.

                  (a)  REQUEST FOR REGISTRATION.  In case the Company shall 
receive from Initiating Holders a written request that the Company effect any 
registration, qualification or compliance with respect to shares of 
Registrable Securities with an anticipated aggregate offering


                                    -4-



price, net of underwriting discounts and commissions, in excess of ten 
million dollars ($10,000,000),  the Company will:

                      (i)  promptly give written notice of the proposed 
registration, qualification or compliance to all other Holders; and

                      (ii) as soon as practicable, use its best efforts to 
effect such registration, qualification or compliance (including, without 
limitation, appropriate qualification under applicable blue sky or other 
state securities laws and appropriate compliance with applicable regulations 
issued under the Securities Act and any other governmental requirements or 
regulations) as may be so requested and as would permit or facilitate the 
sale and distribution of all or such portion of such Registrable Securities 
as are specified in such request, together with all or such portion of the 
Registrable Securities of any Holder or Holders joining in such request as 
are specified in a written request received by the Company within 20 days 
after receipt of such written notice from the Company.

                  (b)  Notwithstanding the foregoing, the Company shall not 
be obligated to take any action pursuant to this Section 5.1:

                       (i)    in any particular jurisdiction in which the 
Company would be required to execute a general consent to service of process 
in effecting such registration, qualification or compliance, unless the 
Company is already subject to service in such jurisdiction and except as may 
be required by the Securities Act;

                       (ii)   prior to the earlier to occur of:  (a) December 
31, 2000, or (b) six months after the effective date of the Company's first 
registered public offering of shares of its Common Stock; 

                       (iii)  during the period starting with the date sixty 
(60) days prior to the Company's estimated date of filing of, and ending on 
the date six (6) months immediately following the effective date of, any 
registration statement pertaining to securities of the Company (other than a 
registration of securities in a Rule 145 transaction or with respect to an 
employee benefit plan), provided that the Company is actively employing in 
good faith all reasonable efforts to cause such registration statement to 
become effective;

                       (iv)   if the Company has effected: (A) two such 
registrations pursuant to this subparagraph 5.1(a), (B) four such 
registrations pursuant to this subparagraph 5.1(a) or subparagraph 5.3(a) 
below or any combination thereof, or (C) one such registration pursuant to 
this subparagraph 5.1(a) or subparagraph 5.3 below in the preceding six 
months, and such registration(s) have been declared or ordered effective and 
remained effective until the earlier to occur of (a) 90 days or (b) the sale 
of all the securities offered pursuant to each such registration;

                       (v)    if the Company shall furnish to such Initiating 
Holders a certificate signed by the President of the Company stating that in 
the good faith judgment of the


                                    -5-



Board of Directors it would be seriously detrimental to the Company or its 
shareholders for a registration statement to be filed in the near future, 
then the Company's obligation to use its best efforts to register, qualify or 
comply under this Section 5.1 shall be deferred for a period not to exceed 
150 days from the date of receipt of written request from the Initiating 
Holders, provided that the Company may not exercise this deferral right for 
more than once in any one year period;

                       (vi)   if such registration, qualification or 
compliance is proposed to be part of a firm commitment underwritten public 
offering with underwriters not reasonably acceptable to the Company.

     Subject to the foregoing clauses (i) through (vi), the Company shall 
file a registration statement covering the Registrable Securities so 
requested to be registered as soon as practicable after receipt of the 
request or requests of the Initiating Holders.

                  (c)  UNDERWRITING.  In the event of a registration pursuant 
to Section 5.1, the Company shall advise the Holders as part of the notice 
given pursuant to Section 5.1(a)(i) that the right of any Holder to 
registration pursuant to Section 5.1 shall be conditioned upon such Holder's 
participation in the underwriting arrangements required by this Section 5.1, 
and the inclusion of such Holder's Registrable Securities in the underwriting 
to the extent requested shall be limited to the extent provided herein.

     The Company shall (together with all Holders proposing to distribute 
their securities through such underwriting) enter into an underwriting 
agreement in customary form with the managing underwriter selected for such 
underwriting by a majority in interest of the Initiating Holders, but subject 
to the Company's reasonable approval.  Notwithstanding any other provision of 
this Section 5.1, if the managing underwriter advises the Initiating Holders 
in writing that marketing factors require a limitation of the number of 
shares to be underwritten, then the Company shall so advise all holders of 
Registrable Securities and the number of shares of Registrable Securities 
that may be included in the registration and underwriting shall be allocated 
among all Holders in proportion, as nearly as practicable, to the respective 
amounts of Registrable Securities held by such Holders at the time of filing 
the registration statement; provided, that no shares held by any Holder other 
than a Founder shall be so excluded from such registration until all shares 
held by the Founders are excluded from such registration.  Notwithstanding 
the foregoing, in the event of  a Series D Registration, the number of shares 
of Registrable Securities that may be included in the registration and the 
underwriting shall be allocated among all Holders in proportion, as nearly as 
practicable, to the respective aggregate dollar amount of such Holder's 
investment in the capital stock of the Company at the time of the filing of 
the registration statement; provided that no shares held by any Holder other 
than a Founder shall be so excluded from such registration until all shares 
held by the Founders are excluded from such registration.  No Registrable 
Securities excluded from the underwriting by reason of the underwriter's 
marketing limitation shall be included in such registration.  To facilitate 
the allocation of shares in accordance with the above provisions, the Company 
or the underwriters may round the number of shares allocated to any Holder to 
the nearest 100 shares.


                                     -6-



     If any Holder of Registrable Securities disapproves of the terms of the 
underwriting, such person may elect to withdraw therefrom by written notice 
to the Company, the managing underwriter and the Initiating Holders.  The 
Registrable Securities and/or other securities so withdrawn shall also be 
withdrawn from registration, and such Registrable Securities shall not be 
transferred in a public distribution prior to 180 days after the effective 
date of such registration, or such other shorter period of time as the 
underwriters may require.

             5.2  COMPANY REGISTRATION.

                  (a)  NOTICE OF REGISTRATION.  If at any time or from time 
to time the Company shall determine to register any of its equity securities, 
either for its own account or the account of a security holder or holders, 
other than (i) a registration relating solely to employee benefit plans, (ii) 
a registration relating solely to a Rule 145 transaction, or (iii) a 
registration in which the only equity security being registered is capital 
stock issuable upon conversion of convertible (or exchange of exchangeable) 
debt securities which are also being registered, the Company will:

                       (i)  promptly give to each Holder written notice 
thereof; and

                       (ii) include in such registration (and any related 
qualification under blue sky laws or other compliance), and in any 
underwriting involved therein, all the Registrable Securities specified in a 
written request or requests, made within twenty (20) days after receipt of 
such written notice from the Company, by any Holder.

                  (b)  UNDERWRITING.  If the registration of which the 
Company gives notice is for a registered public offering involving an 
underwriting, the Company shall so advise the Holders as a part of the 
written notice given pursuant to Section 5.2(a)(i).  In such event, the right 
of any Holder to registration pursuant to Section 5.2 shall be conditioned 
upon such Holder's participation in such underwriting and the inclusion of 
Registrable Securities in the underwriting shall be limited to the extent 
provided herein.

          All Holders proposing to distribute their securities through such
underwriting shall (together with the Company and the other holders distributing
their securities through such underwriting) enter into an underwriting agreement
in customary form with the managing underwriter selected for such underwriting
by the Company.  Notwithstanding any other provision of this Section 5.2, if the
managing underwriter determines that marketing factors require a limitation of
the number of shares to be underwritten, the managing underwriter may limit the
Registrable Securities to be included in such registration (i) in the case of
the Company's initial public offering, to zero, and (ii) in the case of any
other offering, to an amount no less than 25% of the offering; provided that in
each such case, no shares held by any Holder other than a Founder shall be so
excluded from such registration until all shares held by the Founders are
excluded from such registration.  The Company shall so advise all Holders and
other holders distributing their securities through such underwriting and the
number of shares of Registrable Securities that may be included in the
registration and underwriting shall be allocated among all the Holders in
proportion, as nearly as practicable, to the


                                     -7-



respective amounts of Registrable Securities held by such Holders at the time 
of filing the Registration Statement.  To facilitate the allocation of shares 
in accordance with the above provisions, the Company may round the number of 
shares allocated to any Holder or holder to the nearest 100 shares.

          If any of the Holders disapproves of the terms of any such 
underwriting, such Holder may elect to withdraw therefrom by written notice 
to the Company and the managing underwriter.  Any securities excluded or 
withdrawn from such underwriting shall be withdrawn from such registration.

                  (c)  RIGHT TO TERMINATE REGISTRATION.  The Company shall 
have the right to terminate or withdraw any registration initiated by it 
under this Section 5.2 prior to the effectiveness of such registration 
whether or not any Holder has elected to include securities in such 
registration.

             5.3  REGISTRATION ON FORM S-3.

                  (a)  If any of the Holders request that the Company file a 
registration statement on Form S-3 (or any successor form to Form S-3) for a 
public offering of shares of the Registrable Securities the reasonably 
anticipated aggregate price to the public of which would exceed $1,000,000, 
and the Company is a registrant entitled to use Form S-3 to register the 
Registrable Securities for such an offering, the Company shall use its best 
efforts to cause such Registrable Securities to be registered for the 
offering on such form and to cause such Registrable Securities to be 
qualified in such jurisdictions as such Holder or Holders may reasonably 
request.  The Company shall inform other Holders of the proposed registration 
and offer them the opportunity to participate.  In the event the registration 
is proposed to be part of a firm commitment underwritten public offering, the 
substantive provisions of Section 5.1(c) shall be applicable to each such 
registration initiated under this Section 5.3.

                  (b)  Notwithstanding the foregoing, the Company shall not 
be obligated to take any action pursuant to this Section 5.3:

                       (i)  in any particular jurisdiction in which the 
Company would be required to execute a general consent to service of process 
in effecting such registration, qualification or compliance, unless the 
Company is already subject to service in such jurisdiction and except as may 
be required by the Securities Act;

                       (ii) if the Company has effected four such 
registrations pursuant to this subparagraph 5.3(a) or subparagraph 5.1(a) 
above or any combination thereof, or one such registration pursuant to 
subparagraph 5.3(a) above, or subparagraph 5.1(a) above in the preceding six 
months, such registration(s) having been declared or ordered effective and 
remained effective until the earlier to occur of (a) 90 days or (b) the sale 
of all the securities offered pursuant to each such registration;



                                    -8-



                       (iii)  if the Company, within ten (10) days of the 
receipt of the request of the Initiating Holders, gives notice of its BONA 
FIDE intention to effect the filing of a registration statement with the 
Commission within ninety (90) days of receipt of such request (other than 
with respect to a registration statement relating to a Rule 145 transaction, 
an offering solely to employees, or any other registration which is not 
appropriate for the registration of Registrable Securities);

                       (iv)   during the period starting with the date sixty 
(60) days prior to the Company's estimated date of filing of, and ending on 
the date six (6) months immediately following, the effective date of any 
registration statement pertaining to securities of the Company (other than a 
registration of securities in a Rule 145 transaction or with respect to an 
offering solely to employees, or any other registration which is not 
appropriate for the registration of Registrable Securities), provided that 
the Company is actively employing in good faith all reasonable efforts to 
cause such registration statement to become effective; or

                       (v)    if the Company shall furnish to such Holder or 
Holders a certificate signed by the President of the Company stating that in 
the good faith judgment of the Board of Directors it would be seriously 
detrimental to the Company or its shareholders for registration statements to 
be filed in the near future, then the Company's obligation to use its best 
efforts to file a registration statement shall be deferred for a period not 
to exceed 150 days from the receipt of the request to file such registration 
by such Holder or Holders, provided that the Company may not exercise this 
deferral right more than once in any one year period.

          5.4  EXPENSES OF REGISTRATION.  All Registration Expenses incurred 
in connection with (i) three registrations pursuant to Section 5.1 hereof 
(including the Series D Registration), (ii) a total of three (3) 
registrations pursuant to Section 5.3 if no registrations pursuant to Section 
5.1 have been requested, or four (4) registrations pursuant to Section 5.3 if 
no registrations pursuant to Section 5.1 have been paid for by the Company, 
and (iii) all registrations pursuant to Section 5.2, shall be borne by the 
Company.

     Unless otherwise stated, all Selling Expenses relating to securities 
registered on behalf of the Holders and all other registration expenses shall 
be borne by the Holders of such securities PRO RATA on the basis of the 
number of shares so registered.

          5.5  REGISTRATION PROCEDURES.  In the case of each registration, 
qualification or compliance effected by the Company pursuant to this 
Agreement, the Company will keep each of the Holders advised in writing as to 
the initiation of each registration, qualification and compliance and as to 
the completion thereof.  At its expense the Company will:

               (a)  prepare and file with the Commission a registration 
statement with respect to such securities and use its best efforts to cause 
such registration statement to become and remain effective for at least one 
hundred twenty (120) days or until the distribution described in the 
registration statement has been completed, whichever first occurs;


                                    -9-



               (b)  furnish to the Holders participating in such registration 
and to the underwriters of the securities being registered such reasonable 
number of copies of the registration statement, preliminary prospectus, final 
prospectus and such other documents as such underwriters may reasonably 
request in order to facilitate the public offering of such securities.

          5.6  INDEMNIFICATION.

               (a)  The Company will indemnify each Holder of securities, 
each of its officers, directors and partners, and each person controlling 
such Holder within the meaning of Section 15 of the Securities Act, with 
respect to which registration, qualification or compliance has been effected 
pursuant to this Agreement, and each underwriter, if any, and each person who 
controls any underwriter within the meaning of Section 15 of the Securities 
Act, against all expenses, claims, losses, damages and liabilities (or 
actions in respect thereof), including any of the foregoing incurred in 
settlement of any litigation, (commenced or threatened), arising out of or 
based on any untrue statement (or alleged untrue statement) of a material 
fact contained in any registration statement, prospectus, offering circular 
or other document, or any amendment or supplement thereto, incident to any 
such registration, qualification or compliance, or based on any omission (or 
alleged omission) to state therein a material fact required to be stated 
therein or necessary to make the statements therein, in the light of the 
circumstances under which they were made, not misleading, and will reimburse 
each such Holder, each of its officers, directors, and partners, and each 
person controlling such Holder, each such underwriter and each person who 
controls any such underwriter, for any legal and any other expenses 
reasonably incurred, as such expenses are incurred, in connection with 
investigating, preparing or defending any such claim, loss, damage, liability 
or action, provided that the Company will not be liable in any such case to 
the extent that any such claim, loss, damage, liability or expense arises out 
of or is based on any untrue statement or omission or alleged untrue 
statement or omission, made in reliance upon and in conformity with written 
information furnished to the Company by such Holder, controlling person or 
underwriter specifically for use therein; provided, however, that the 
foregoing indemnity agreement is subject to the condition that, insofar as it 
relates to any such untrue statement, alleged untrue statement, omission or 
alleged omission made in a preliminary prospectus on file with the Commission 
at the time the registration statement becomes effective or the amended 
prospectus filed with the Commission pursuant to Rule 424(b) (the 'Final 
Prospectus'), such indemnity agreement shall not inure to the benefit of:  
(1) any Holder, (i) if there is no underwriter, and a copy of the Final 
Prospectus was not furnished to the person asserting the loss, liability, 
claim or damage at or prior to the time such action is required by the 
Securities Act and the Final Prospectus would have cured the defect giving 
rise to the loss, liability, claim or damage (to the extent that such Holder 
was obligated by law to provide a copy of the Final Prospectus to such 
person), or (ii) to the extent that such untrue statement, alleged untrue 
statement, omission or alleged omission is made in reliance upon and in 
conformity with written information furnished to the Company by an instrument 
duly executed by such Holder and stated to be specifically for use therein; 
or (2) any underwriter, (i) if a copy of the Final Prospectus was not 
furnished to the person asserting the loss, liability, claim or damage at or 
prior to the time such action is required by the Securities Act and the Final 
Prospectus would have cured the defect giving rise to the loss, liability, 
claim or damage, or (ii) to the extent that such untrue statement, alleged 
untrue statement, omission or alleged omission is made in reliance on and in 
conformity with written


                                    -10-




information furnished to the Company by an instrument duly executed by such 
underwriter and stated to be specifically for use therein.

               (b)  Each Holder will, if Registrable Securities held by such 
Holder are included in the securities as to which such registration, 
qualification or compliance is being effected, indemnify the Company, each of 
its directors and officers, each underwriter, if any, of the Company's 
securities covered by such a registration statement, each person who controls 
the Company or such underwriter within the meaning of Section 15 of the 
Securities Act, and each other such Holder, each of its officers, directors, 
and partners, and each person controlling such Holder within the meaning of 
Section 15 of the Securities Act, against all expenses, claims, losses, 
damages and liabilities (or actions in respect thereof), including any of the 
foregoing incurred in settlement of any litigation (commenced or threatened), 
arising out of or based on any untrue statement (or alleged untrue statement) 
of a material fact contained in any such registration statement, prospectus, 
offering circular or other document, or any amendment or supplement thereto, 
incident to such registration, qualification or compliance, or any omission 
(or alleged omission) to state therein a material fact required to be stated 
therein or necessary to make the statements therein, in the light of the 
circumstances under which they were made, not misleading, and will reimburse 
the Company, such Holders, such directors, officers, persons, underwriters or 
control persons for any legal and any other expenses reasonably incurred, as 
such expenses are incurred, in connection with investigating or defending any 
such claim, loss, damage, liability or action, in each case to the extent, 
but only to the extent, that such untrue statement (or alleged untrue 
statement) or omission (or alleged omission) is made in such registration 
statement, prospectus, offering circular or other document in reliance upon 
and in conformity with written information furnished to the Company by such 
Holder specifically for use therein. Notwithstanding the foregoing, the 
liability of each Holder under this subsection 5.6(b) shall be limited in an 
amount equal to the gross proceeds received by such Holder from the sale of 
shares in such registration, unless such liability arises out of or is based 
on willful misconduct by such Holder.

               (c)  Each party entitled to indemnification under this Section 
5.6 (the 'Indemnified Party') shall give notice to the party required to 
provide indemnification (the 'Indemnifying Party') promptly after such 
Indemnified Party has actual knowledge of any claim as to which indemnity may 
be sought, and shall permit the Indemnifying Party to assume the defense of 
any such claim or any litigation resulting therefrom, provided that counsel 
for the Indemnifying Party, who shall conduct the defense of such claim or 
litigation, shall be approved by the Indemnified Party (whose approval shall 
not unreasonably be withheld), and the Indemnified Party may participate in 
such defense at such party's expense, and provided further that the failure 
of any Indemnified Party to give notice as provided herein shall not relieve 
the Indemnifying Party of its obligations under this Agreement, unless the 
failure to give such notice is materially prejudicial to an Indemnifying 
Party's ability to defend such action, and provided further that the 
Indemnifying Party shall not assume the defense for matters as to which there 
is a conflict of interest or separate and different defenses, and provided 
further that the failure of the Indemnifying Party to assume the defense for 
matters as to which there are no conflicts of interest, and to which notice 
had adequately been provided, shall not relieve the Indemnifying Party from 
its obligations pursuant to Section 5.6 hereof.  No Indemnifying Party, in 
the defense of any such claim or litigation, shall, except with the


                                    -11-



consent of each Indemnified Party, consent to entry of any judgment or enter 
into any settlement which does not include as an unconditional term thereof 
the giving by the claimant or plaintiff to such Indemnified Party of a 
release from all liability in respect to such claim or litigation.

          5.7  INFORMATION BY HOLDERS.  The Holder or Holders of Registrable 
Securities included in any registration shall furnish to the Company such 
information regarding such Holder or Holders, the Registrable Securities held 
by them and the distribution proposed by such Holder or Holders as the 
Company may request in writing and as shall be required in connection with 
any registration, qualification or compliance referred to in this Agreement.

          5.8  RULE 144 REPORTING.  With a view to making available the 
benefits of certain rules and regulations of the Commission which may at any 
time permit the sale of the Restricted Securities to the public without 
registration, after such time as a public market exists for the Common Stock 
of the Company, the Company agrees to use all reasonable efforts to:

               (a)  Make and keep public information available, as those 
terms are understood and defined in Rule 144 under the Securities Act, at all 
times after the effective date that the Company becomes subject to the 
reporting requirements of the Securities Act or the Securities Exchange Act 
of 1934, as amended;

               (b)  File with the Commission in a timely manner all reports 
and other documents required of the Company under the Securities Act and the 
Securities Exchange Act of 1934, as amended (at any time after it has become 
subject to such reporting requirements); and

               (c)  So long as any of the Holders owns any Restricted 
Securities, to furnish to such Holders forthwith upon request a written 
statement by the Company as to its compliance with the reporting requirements 
of said Rule 144 (at any time after 90 days after the effective date of the 
first registration statement filed by the Company for an offering of its 
securities to the general public), and of the Securities Act and the 
Securities Exchange Act of 1934 (at any time after it has become subject to 
such reporting requirements), a copy of the most recent annual or quarterly 
report of the Company, and such other reports and documents of the Company 
and other information in the possession of or reasonably obtainable by the 
Company as such Holders may reasonably request in availing themselves of any 
rule or regulation of the Commission allowing the Holders to sell any such 
securities without registration.

          5.9  TRANSFER OF REGISTRATION RIGHTS.  The rights to cause the Company
to register securities granted to the Holders under Sections 5.1, 5.2 and 5.3
may be assigned to a transferee or assignee in connection with any transfer or
assignment of Registrable Securities by a Purchaser or Founder only if such
transferee or assignee, as appropriate, acquires at least 250,000 shares (as
adjusted for stock splits, stock dividends, recapitalizations and the like) of
the Company's Common Stock or Conversion Stock, provided written notice thereof
is promptly given to the Company and the transferee agrees to be bound by the
provisions of this Agreement.  Notwithstanding the foregoing, the rights to
cause the Company to register securities may be assigned to any constituent
partner or retired partner of a Holder which is a partnership, or an affiliate
of a Holder which is a


                                    -12-



corporation, or a family member or trust for the benefit of a Holder who is 
an individual, provided written notice thereof is promptly given to the 
Company and the transferee agrees to be bound by the provisions of this 
Agreement.

             5.10 TERMINATION OF REGISTRATION RIGHTS.  The rights granted 
pursuant to Sections 5.1, 5.2 and 5.3 of this Agreement shall terminate on 
the four (4) year anniversary of the Company's initial public offering 
pursuant to an effective registration statement under the Securities Act, or 
as to any Holder at such time as the Company has registered its shares of 
Common Stock under the Securities Exchange Act of 1934, as amended, and such 
Holder is able to sell all such Registrable Securities as are held by such 
Holder under Rule 144 promulgated under the Securities Act within a 90-day 
period.

     SECTION 6.   FINANCIAL INFORMATION.

                 (a)  The Company will provide the following reports to each 
Purchaser for so long as such Purchaser continues to hold at least 250,000 
shares of Conversion Stock (as adjusted for stock splits, stock dividends, 
recapitalizations and the like):

                      (i)    As soon as practicable after the end of each 
fiscal year, and in any event within 120 days thereafter, consolidated 
balance sheets of the Company and its subsidiaries, if any, as of the end of 
such fiscal year, and consolidated statements of operations and consolidated 
statements of cash flows and stockholders' equity of the Company and its 
subsidiaries, if any, for such year, prepared in accordance with generally 
accepted accounting principles and setting forth in each case in comparative 
form the figures for the previous fiscal year, all in reasonable detail and 
audited by independent public accountants of national standing selected by 
the Company, and a capitalization table in reasonable detail for such fiscal 
year; 

                      (ii)   As soon as practicable after the end of each 
calendar month, and in any event within 30 days thereafter, a consolidated 
balance sheet of the Company and its subsidiaries, if any, as of the end of 
each such month, and consolidated statements of operations, consolidated 
statements of cash flows of the Company and its subsidiaries for such period 
and for the current fiscal year to date, including a comparison between the 
actual financial statements and the projected figures according to the 
operating budget referenced in clause (iii) below; and

                      (iii)  As soon as practicable following the submission 
to and approval by the Board of Directors of the Company and in any event at 
least 60 days prior to the end of a given fiscal year, an annual operating 
budget and plan for the succeeding fiscal year for the Company in the form 
approved by the Board of Directors.

                  (b)  The rights granted pursuant to Section 6 may be 
assigned to a transferee or assignee in connection with any transfer or 
assignment of Registrable Securities by a Purchaser only if such transferee 
or assignee, as appropriate, acquires at least 250,000 shares (as adjusted 
for stock splits, stock dividends, recapitalizations and the like) of the 
Company's Conversion Stock, provided written notice thereof is promptly given 
to the Company.


                                     -13-



Notwithstanding the foregoing, the rights to cause the Company to register 
securities may be assigned to any constituent partner or retired partner of a 
Holder which is a partnership, or an affiliate of a Holder which is a 
corporation, or a family member or trust for the benefit of a Holder who is 
an individual, provided written notice thereof is promptly given to the 
Company.

                  (c)  Each of the Purchasers acknowledge and agree that any 
information obtained pursuant to this Section 6 which may be considered 
'inside' non-public information will not be utilized by any Purchaser in 
connection with purchases or sales of the Company's securities except in 
compliance with applicable state and federal securities laws.

                  (d)  The covenants set forth in this Section 6 shall 
terminate and be of no further force or effect upon the consummation of a 
firm commitment underwritten public offering or at such time as the Company 
is required to file reports pursuant to Section 13 or 15(d) of the Securities 
Exchange Act of 1934, as amended, whichever shall occur first.

     SECTION 7.   STANDOFF AGREEMENT.  In connection with any initial public 
offering of the Company's securities in connection with an effective 
registration statement under the Securities Act, each Holder agrees, upon the 
request of the Company or the underwriters managing any underwritten offering 
of the Company's securities, not to sell, make any short sale of, loan, grant 
any option for the purchase of, or otherwise dispose of any Registrable 
Securities of the Company (other than those included in the registration) 
without the prior written consent of the Company or such underwriters, as the 
case may be, for such period of time, not to exceed one hundred eighty (180) 
days (or such lesser period(s) as officers, directors or holders of one 
percent (1%) or more of the Company's outstanding capital stock are so 
restricted with respect to the transfer of shares of capital stock of the 
Company held by them) after the effective date of the registration statement 
relating thereto.  Each of the Purchasers and each Holder agrees that the 
Company may instruct its transfer agent to place stop-transfer notations in 
its records to enforce the provisions of this Section 7.  Notwithstanding the 
foregoing, any waiver, amendment, or termination of such lock-up arrangements 
in respect of officers, directors or 1% holders by the Company or the 
underwriters which results in lock-up arrangements on such persons that are 
less restrictive than those imposed upon the Holders shall result in an 
equivalent pro rata (based on the  number of shares held) waiver, amendment 
or termination of the lock-up arrangements applicable to the Holders 
hereunder.

     SECTION 8.   ADDITIONAL PARTIES.  The parties hereto agree that 
additional holders of securities of the Company may, with the consent only of 
the Company, be added as parties to this Agreement with respect to any or all 
securities of the Company held by them, and shall thereupon be deemed for all 
purposes 'Purchasers' hereunder; provided, however, that from and after the 
date of this Agreement, the Company shall not: (i) without the prior written 
consent of each Purchaser, enter into any agreement with any holder or 
prospective holder of any securities of the Company providing for the grant 
to such holder of rights superior to those granted herein or (ii) without the 
prior written consent of sixty percent (60%) of the Registrable Securities 
held by the Series D Purchasers, amend or otherwise impinge upon the right of 
the Series D Purchasers to trigger a Series D Registration.  Any such 
additional party shall execute a counter-part of this Agreement, and upon 
execution by


                                    -14-



such additional party and by the Company, shall be considered a Purchaser for 
purposes of this Agreement.

     SECTION 9.   AMENDMENT.  Any provision of this Agreement may be amended 
or the observance thereof may be waived (either generally or in a particular 
instance and either retroactively or prospectively), only with the written 
consent of the Company and the Holders of sixty percent (60%) of the 
Registrable Securities held by the Series D Purchasers and a majority of all 
other Registrable Securities not held by the Founders; provided that, (i) 
subject to the provisions of Section 8 hereof,  no such amendment shall 
impose or increase any liability or obligation or impair any right of a 
Holder without the consent of such Holder; and (ii) subject to the provisions 
of Section 8 hereof, no such amendment shall impose or increase any liability 
or adversely affect any rights, preferences or privileges of the Founders 
without the consent of a majority in interest of the Founders.  Any amendment 
or waiver effected in accordance with this Section 9 shall be binding upon 
each Holder of Registrable Securities at the time outstanding (including 
securities into which such securities are convertible), each future holder of 
all such securities, and the Company.

     SECTION 10.  GOVERNING LAW.  This Agreement and the legal relations 
between the parties arising hereunder shall be governed by and interpreted in 
accordance with the laws of the State of California as applied to agreements 
among California residents entered into and to be performed entirely within 
California.

     SECTION 11.  AGGREGATION OF ENTITIES.  All shares of the Company's stock 
held or acquired by affiliated entities or persons shall be aggregated 
together for the purpose of determining the availability of any rights under 
this Agreement. 

     SECTION 12.  ENTIRE AGREEMENT.  This Agreement constitutes the full and 
entire understanding and agreement between the parties regarding the matters 
set forth herein and terminates and supersedes, to the extent not already 
terminated and superseded, in its entirety the Prior Agreements.  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.

     SECTION 13.  NOTICES, ETC.  All notices and other communications 
required or permitted hereunder shall be in writing and shall be deemed 
effectively given upon personal delivery to the party to be notified or three 
(3) days after deposit with the United States mail, by registered or 
certified mail, postage prepaid, addressed (a) if to a Purchaser, at the 
address or addresses of such Purchaser set forth on Exhibit A hereto, as it 
may be amended from time to time, or at such other address as the Purchaser 
shall have furnished to the Company in writing in accordance with this 
Section 13, (b) if to a Founder, at the address of such Founder as it appears 
on the books and records of the Company, (c) if to any other holder of 
Conversion Stock, at such address as such holder shall have furnished the 
Company in writing in accordance with this Section 13, or, until any such 
holder so furnishes an address to the Company, then to and at the address of 
the last holder thereof who has so furnished an address to the Company, or 
(d) if to the Company, at its principal office, with a copy


                                     -15-



addressed to Wilson, Sonsini, Goodrich & Rosati, Professional Corporation, 
650 Page Mill Road, Palo Alto, California, 94304-1050, to the attention of 
David J. Segre or Robert M. Tarkoff.

     SECTION 14.  COUNTERPARTS.  This Agreement may be executed in any number 
of counterparts, each of which shall be an original, but all of which 
together shall constitute one instrument.


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                                      -16-