{"id":43691,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/stock-purchase-agreement-liberate-technologies-and-lucent.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"stock-purchase-agreement-liberate-technologies-and-lucent","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/planning\/stock-purchase-agreement-liberate-technologies-and-lucent.html","title":{"rendered":"Stock Purchase Agreement &#8211; Liberate Technologies and Lucent Technologies Inc."},"content":{"rendered":"<pre>\n                               LIBERATE TECHNOLOGIES\n                                          \n                              STOCK PURCHASE AGREEMENT\n                                          \n                                          \n                                          \n                                          \n                                   June 30, 1999\n\n\n\n\n\n\n\n\n                                TABLE OF CONTENTS\n\n                                                                       Page No.\n                                                                       --------\n1.  Purchase and Sale of Stock.............................................1\n         1.1  Sale and Issuance of Stock...................................1\n         1.2  The Closing..................................................1\n\n2.  Representations and Warranties of the Company..........................1\n         2.1  Organization and Good Standing...............................1\n         2.2  Authorization................................................2\n         2.3  Valid Issuance of Stock......................................2\n         2.4  Title to Property and Assets.................................2\n         2.5  Compliance with Other Documents..............................2\n         2.6  Registration Statement.......................................2\n         2.7  Capitalization...............................................3\n         2.8  Litigation...................................................3\n         2.9  Intellectual Property........................................3\n         2.10  Financial Statements........................................3\n         2.11  Changes.....................................................3\n         2.12  Taxes.......................................................3\n\n3.  Representations and Warranties of the Investor.........................3\n         3.1  Authorization................................................3\n         3.2  Investigation................................................4\n         3.3  Accredited Investor..........................................4\n         3.4  Purchase Entirely for Own Account............................4\n         3.5  Restricted Securities........................................4\n\n4.  Conditions to the Investor's Obligation at Closing.....................4\n         4.1  Representations and Warranties...............................4\n         4.2  Securities Laws..............................................4\n         4.3  Authorizations...............................................4\n         4.4  Initial Public Offering of Common Stock......................5\n\n5.  Conditions to the Company's Obligations at Closing.....................5\n         5.1  Representations and Warranties...............................5\n         5.2  Securities Laws..............................................5\n         5.3  Authorizations...............................................5\n         5.4  Initial Public Offering of Common Stock......................5\n         5.5  Payment of Purchase Price....................................5\n\n6.  Covenants of the Company and the Investor..............................5\n         6.1  Agreement Not to Transfer....................................5\n         6.2  Market Stand-Off.............................................6\n         6.3  Notice of Intention to Transfer..............................6\n         6.4  Registration of Stock........................................6\n\n\n                                      i\n\n\n\n         6.5  Publicity....................................................6\n\n7.  Miscellaneous..........................................................6\n         7.1  Governing Law................................................6\n         7.2  Survival; Additional Securities..............................7\n         7.3  Successors and Assigns.......................................7\n         7.4  Entire Agreement.............................................7\n         7.5  Notices......................................................7\n         7.6  Amendments and Waivers.......................................7\n         7.7  Legal Fees...................................................7\n         7.8  Expenses.....................................................8\n         7.9  Titles and Subtitles.........................................8\n         7.10  Counterparts................................................8\n         7.11  Severability................................................8\n         7.12  Confidentiality.............................................8\n         1.3  Company Registration.........................................1\n\n\n                                      ii\n\n\n\n\n                           STOCK PURCHASE AGREEMENT\n\n          THIS STOCK PURCHASE AGREEMENT is made as of the 30th day of\nJune 1999, by and between Liberate Technologies, a Delaware corporation (the\n'Company') and Lucent Technologies Inc., a Delaware corporation (the\n'Investor').\n\n          WHEREAS, the Investor has indicated a desire to purchase the number of\nshares of the Company's Common Stock obtained by dividing 12,500,000 by 96% of\nthe per share price paid by the public for the Company's Common Stock in the\nCompany's initial public offering (the 'IPO').\n\n          WHEREAS, the Company has indicated a desire to sell the number of\nshares of the Company's Common Stock obtained by dividing 12,500,000 by 96% of\nthe per share price paid by the public for the Company's Common Stock in the\nCompany's IPO to the Investor on the terms set forth herein.\n\n          WHEREAS, the Company and the Investor have agreed that this Agreement\nshall constitute the entire understanding and agreement between the parties with\nregard to the subject matter hereof.\n\n          NOW, THEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS:\n\n          1.   PURCHASE AND SALE OF STOCK.\n\n               1.1  SALE AND ISSUANCE OF STOCK.  Subject to the terms and\nconditions of  this Agreement, the Company agrees to sell to the Investor and\nthe Investor agrees to purchase from the Company the number of shares of the\nCompany's Common Stock obtained by dividing 12,500,000 by 96% of the per share\nprice paid by the public for the Company's Common Stock in the Company's IPO\n(the 'Stock'), having the rights, preferences, privileges and restrictions set\nforth in the form of Amended and Restated Certificate of Incorporation of the\nCompany (the 'Restated Certificate') to be filed with the Delaware Secretary of\nState upon the Closing (as defined below).\n\n               1.2  THE CLOSING.  The purchase and sale of the Stock shall be\nheld at the Company's offices immediately following the closing of the Company's\nIPO or, if later, upon satisfaction or waiver of each of the conditions set\nforth in Sections 4 and 5 (the 'Closing').  At the Closing, the Company will\ndeliver the Stock to the Investor against payment of the purchase price therefor\nby check payable to the order of the Company or by wire transfer.  The per share\npurchase price for the Stock shall be 96% of the per share price paid by the\npublic for the Company's Common Stock in the IPO.  \n\n          2.   REPRESENTATIONS AND WARRANTIES OF THE COMPANY.  The Company\nhereby represents and warrants to the Investor that:\n\n               2.1  ORGANIZATION AND GOOD STANDING.  The Company is a\ncorporation duly organized, validly existing and in good standing under the laws\nof the State of Delaware \n\n\n\n\nand has all requisite corporate power and authority to carry on its business \nas now conducted.  The Company is duly qualified to transact business and is \nin good standing in each jurisdiction in which the failure to so qualify \nwould have a material adverse effect on its business or properties.\n\n               2.2  AUTHORIZATION.  All corporate action on the part of the\nCompany, its officers, directors and stockholders necessary for the\nauthorization, execution and delivery of this Agreement, the performance of all\nobligations of the Company hereunder, and the authorization, issuance, sale and\ndelivery of the Stock has been taken or will be taken prior to the Closing, and\nthis Agreement constitutes a valid and legally binding obligation of the\nCompany, enforceable in accordance with its terms, except (i) as limited by\napplicable bankruptcy, insolvency, reorganization, moratorium, and other laws of\ngeneral application affecting enforcement of creditors' rights generally and\n(ii) as limited by laws relating to the availability of specific performance,\ninjunctive relief, or other equitable remedies.\n\n               2.3  VALID ISSUANCE OF STOCK.  The Stock, when issued, sold and\ndelivered in accordance with the terms hereof for the consideration expressed\nherein, will be duly and validly issued, fully paid and nonassessable and will\nbe free of restrictions on transfer other than restrictions on transfer under\nthis Agreement and under applicable state and federal securities laws.  Subject\nin part to the truth and accuracy of the Investor's representations set forth in\nSection 3 of this Agreement, the offer, sale and issuance of the Stock as\ncontemplated by this Agreement are exempt from the registration requirements of\nany applicable state and federal securities laws.\n\n               2.4  TITLE TO PROPERTY AND ASSETS.  The Company owns its property\nand assets free and clear of all mortgages, liens, loans and encumbrances,\nexcept such encumbrances and liens that arise in the ordinary course of business\nand do not materially impair the Company's ownership or use of such property or\nassets.  With respect to the property and assets it leases, the Company is in\ncompliance with such leases and, to the best of its knowledge, holds a valid\nleasehold interest free of any liens, claims or encumbrances.\n\n               2.5  COMPLIANCE WITH OTHER DOCUMENTS.  The execution and delivery\nof this Agreement, consummation of the transactions contemplated hereby, and\ncompliance with the terms and provisions hereof will not conflict with or result\nin a breach of the terms and conditions of, or constitute a default under the\nRestated Certificate or Bylaws of the Company or of any contract or agreement to\nwhich the Company is now a party, except where such conflict, breach or default\nof any such contract or agreement, either individually or in the aggregate,\nwould not have a material adverse effect on the Company's business, financial\ncondition or results of operations.\n\n               2.6  REGISTRATION STATEMENT.  The Company's registration\nstatement on Form S-1, as amended, (the 'Registration Statement') shall not, at\nthe time the Registration Statement (including any amendments or supplements\nthereto) is declared effective by the Securities and Exchange Commission\n('SEC'), contain any untrue statement of a material fact or omit to state any\nmaterial fact necessary in order to make the statements therein, in light of the\ncircumstances under which they were made, not misleading. \n\n                                      2\n\n\n\n\n               2.7  CAPITALIZATION.  The Company's capitalization information\ncontained in the Registration Statement is complete and accurate as of the dates\nspecified therein.\n\n               2.8  LITIGATION.  Except as disclosed in the Company's\nRegistration Statement, there are no actions, proceedings or investigations\npending against the Company, that, either in any case or in the aggregate, would\nresult in any material adverse change in the business, financial condition, or\nresults of operations of the Company.\n\n               2.9  INTELLECTUAL PROPERTY.  Except as disclosed in the \nRegistration Statement, the Company owns, possesses or can acquire on \nreasonable terms, adequate trademarks, trade names and other rights to \ninventions, know-how, patents, copyrights, confidential information and other \nintellectual property (collectively, 'Intellectual Property Rights') \nnecessary to conduct the business now operated by it, or presently employed \nby it, and has not received any notice of infringement of or conflict with \nasserted rights of others with respect to any intellectual property rights \nthat, if determined adversely to the Company, would individually or in the \naggregate have a material adverse effect on the condition (financial or \nother), business, properties or results of operations.\n\n               2.10 FINANCIAL STATEMENTS.  The financial statements included in\nthe Registration Statement present fairly the financial position of the Company\nas of the dates shown and its results of operations and cash flows for the\nperiods shown, and, except as otherwise disclosed in the Registration Statement,\nsuch financial statements have been prepared in conformity with the generally\naccepted accounting principles in the United States applied on a consistent\nbasis.\n\n               2.11 CHANGES.  Except as disclosed in the Registration Statement,\nsince the date of the latest audited financial statements included in the\nRegistration Statement there has been no material adverse change, nor any\ndevelopment or event involving a prospective material adverse change, in the\ncondition (financial or other), business, properties or results of operations of\nthe Company taken as a whole.\n\n               2.12 TAXES.  The Company has filed on a timely basis all tax\nreturns and reports (including information returns and reports) as required by\nlaw.  These returns and reports are true and correct in all material respects\nexcept to the extent that a reserve has been reflected on the Company's\nfinancial statements in accordance with generally accepted accounting\nprinciples.  The Company has paid all taxes and other assessments due, except\nthose contested by it in good faith and except to the extent that a reserve has\nbeen reflected on the Company's financial statements in accordance with\ngenerally accepted accounting principles.  The provision for taxes of the\nCompany as shown in the Company's financial statements is adequate for taxes due\nor accrued as of the date thereof.\n\n          3.   REPRESENTATIONS AND WARRANTIES OF THE INVESTOR.  The Investor\nhereby represents and warrants that:\n\n               3.1  AUTHORIZATION.  This Agreement constitutes the valid and\nlegally binding obligation of the Investor, enforceable in accordance with its\nterms, subject to laws of \n\n                                      3\n\n\n\ngeneral application relating to bankruptcy, insolvency and the relief of \ndebtors and by general principles of equity.\n\n               3.2  INVESTIGATION.  The Investor acknowledges that it has had an\nopportunity to discuss the business, affairs and current prospects of the\nCompany with the Company's chief executive officer.  The Investor further\nacknowledges having had access to information about the Company that it has\nrequested or considers necessary for purposes of purchasing the Stock.  The\nforegoing, however, does not limit or modify the representations and warranties\nof the Company in Section 2 of this Agreement or the right of the Investors to\nrely thereon.\n\n               3.3  ACCREDITED INVESTOR.  The Investor is an 'accredited\ninvestor' as such term is defined in Regulation D adopted by the SEC.\n\n               3.4  PURCHASE ENTIRELY FOR OWN ACCOUNT.  This Agreement is made\nwith the Investor in reliance upon the Investor's representation to the Company,\nwhich by the Investor's execution of this Agreement the Investor hereby\nconfirms, that the Stock will be acquired for investment for the Investor's own\naccount, not as a nominee or agent, and not with a view to the resale or\ndistribution of any part thereof, and that the Investor has no present intention\nof selling, granting any participation in, or otherwise distributing the same.\n\n               3.5  RESTRICTED SECURITIES.  Investor understands that the Stock\nit is purchasing are characterized as 'restricted securities' under the federal\nsecurities laws inasmuch as they are being acquired from the Company in a\ntransaction not involving a public offering and that under such laws and\napplicable regulations such securities may be resold without registration under\nthe Act, only in certain limited circumstances.  In this connection, Investor\nrepresents that it is familiar with SEC Rule 144, as presently in effect, and\nunderstands the resale limitations imposed thereby and by the Act.\n\n          4.   CONDITIONS TO THE INVESTOR'S OBLIGATION AT CLOSING.  The\nobligation of the Investor to purchase the Stock at the Closing is subject to\nthe fulfillment to the Investor's satisfaction on or prior to the Closing of the\nfollowing conditions:\n\n               4.1  REPRESENTATIONS AND WARRANTIES.  The representations and\nwarranties made by the Company in Section 2 hereof shall be true and correct\nwhen made, and shall be true and correct as of the Closing with the same force\nand effect as if they had been made on and as of such date, subject to changes\ncontemplated by this Agreement.  The Chief Executive Officer of the Company\nshall deliver at the Closing a certificate stating that the condition specified\nin the preceding sentence has been fulfilled.\n\n               4.2  SECURITIES LAWS.  The offer and sale of the Stock to the\nInvestor pursuant to this Agreement shall be exempt from the registration\nrequirements of the Securities Act of 1933, as amended (the 'Act') and\nqualification requirements of all applicable state securities laws.\n\n               4.3  AUTHORIZATIONS.  All authorizations, approvals or permits,\nif any, of any governmental authority or regulatory body that are required in\nconnection with the lawful \n\n                                      4\n\n\n\nissuance and sale of the Stock pursuant to this Agreement shall have been \nduly obtained and shall be effective on and as of the Closing.\n\n               4.4  INITIAL PUBLIC OFFERING OF COMMON STOCK.  The closing of the\ninitial public offering of the Company's Common Stock shall have occurred.\n\n          5.   CONDITIONS TO THE COMPANY'S OBLIGATIONS AT CLOSING.  The\nobligation of the Company to sell the Stock at the Closing is subject to the\nfulfillment to the Company's satisfaction on or prior to the Closing of the\nfollowing conditions:\n\n               5.1  REPRESENTATIONS AND WARRANTIES.  The representations and\nwarranties of the Investor contained in Section 3 hereof shall be true as of the\nClosing with the same force and effect as if they had been made on and as of\nsuch date, subject to changes contemplated by this Agreement.\n\n               5.2  SECURITIES LAWS.  The offer and sale of the Stock to the\nInvestor pursuant to this Agreement shall be exempt from the registration\nrequirements of the Act qualification requirements of all applicable state\nsecurities laws.\n\n               5.3  AUTHORIZATIONS.  All authorizations, approvals or permits,\nif any, of any governmental authority or regulatory body that are required in\nconnection with the lawful issuance and sale of the Stock pursuant to this\nAgreement shall have been duly obtained and shall be effective on and as of the\nClosing.\n\n               5.4  INITIAL PUBLIC OFFERING OF COMMON STOCK.  The closing of the\ninitial public offering of the Company's Common Stock shall have occurred.\n\n               5.5  PAYMENT OF PURCHASE PRICE.  The Investor shall have\ndelivered to the Company the purchase price for the Stock as set forth in\nSection 1.2 hereof.\n\n          6.   COVENANTS OF THE COMPANY AND THE INVESTOR.\n\n               6.1  AGREEMENT NOT TO TRANSFER. \n\n                    (a)  Prior to the first anniversary of the Closing, the\nInvestor shall not, directly or indirectly, Transfer or offer to Transfer any\nshares of the Stock other than to affiliates who agree to be bound by the terms\nof this Agreement, unless the Company consents to such Transfer and the\ntransferee agrees to be bound by this Agreement.\n\n                    (b)  In order to enforce the Transfer Restrictions, the\nCompany may impose stop transfer instructions with respect to the Stock until\nthe end of the restricted period.\n\n                    (c)  As used in this Agreement, the term 'Transfer' shall\nmean any sale, transfer, assignment, hypothecation, encumbrance or other\ndisposition, whether voluntary or involuntary, of shares of the Stock.  In the\ncase of a hypothecation, the Transfer shall be deemed to occur both at the time\nof the initial pledge and at any pledgee's sale or a sale by any secured\ncreditor or a retention by the secured creditor of the pledged shares of the\nStock \n\n                                      5\n\n\n\nin complete or partial satisfaction of the indebtedness for which the\nshares of the Stock are security.\n\n               6.2  MARKET STAND-OFF.  In addition to the Transfer \nRestrictions (which shall in no way be limited by the following), in \nconnection with any underwritten public offering by the Company of its equity \nsecurities pursuant to an effective registration statement filed under the \nAct, the Investor shall not Transfer or offer to Transfer any shares of the \nStock without the prior written consent of the Company and its underwriters.  \nSuch restriction (the 'Market Stand-Off') shall be in effect for such period \nof time from and after the effective date of the final prospectus for the \noffering as may be requested by the Company or such underwriters; provided, \nhowever, that (i) such Market Stand-Off shall not exceed one hundred eighty \n(180) days, and (ii) the Investor shall be subject to the Market Stand-Off \nonly if the officers and directors of the Company are also subject to similar \nrestrictions.  In order to enforce the Market Stand-Off, the Company may \nimpose stop-transfer instructions with respect to the Stock until the end of \nthe applicable stand-off period.\n\n               6.3  NOTICE OF INTENTION TO TRANSFER.  In the event the Investor\nplans to Transfer shares of the Stock in one or more transactions, the Investor\nshall inform the Company of such intention to Transfer such shares fifteen (15)\ndays prior to such Transfer.  Investor shall agree that any transfer, sale or\nother disposition of the Company's Common Stock shall be through an orderly\ndisposition, including, at the request of the Company, through a broker-dealer\nrecommended by the Company.\n\n               6.4  REGISTRATION OF STOCK.  The Company agrees that, with regard\nto the Stock, the Investor shall have the registration rights described in\nEXHIBIT A attached hereto.  The Investor understands and agrees that (i) the\nStock will be characterized as 'restricted securities' under the federal\nsecurities laws inasmuch as it is being acquired from the Company in a\ntransaction not involving a public offering and that under such laws and\napplicable regulations such securities may be resold without registration under\nthe Act only in certain limited circumstances, and (ii) each certificate\nrepresenting the Stock and any other securities issued in respect of the Stock\nupon any stock split, stock dividend, recapitalization, merger or similar event\n(unless no longer required in the opinion of counsel for the Company) shall be\nstamped or otherwise imprinted with appropriate legends mandated by federal and\nstate securities laws.\n\n               6.5  PUBLICITY.  Except as required by law, no press release,\npublic statement, advertisement or similar publicity from any party hereunder\nwith respect to the participation of the Investor in the transactions\ncontemplated hereby (or any other matter relating to the Company and the\nInvestor or its affiliates) shall be issued or made without the prior consent of\nInvestor.  Notwithstanding the foregoing, the Company may disclose Investor's\ninvestment in the Company and the terms thereof and such other information\npreviously approved by Investor as of the date hereof for inclusion in the\nRegistration Statement.\n\n          7.   MISCELLANEOUS. \n\n               7.1  GOVERNING LAW.  This Agreement shall be governed in all\nrespects  by the laws of the State of California as applied to agreements among\nCalifornia residents \n\n                                      6\n\n\n\nentered into and to be performed entirely within California, without regard \nto the conflict of law provisions thereof.\n\n               7.2  SURVIVAL; ADDITIONAL SECURITIES.  The representations and\nwarranties set forth in Sections 2 and 3 shall survive until the Closing.  The\ncovenants and agreements set forth in Section 6 shall survive in accordance with\ntheir terms.  Any new, substituted or additional securities which are by reason\nof any stock split, stock dividend, recapitalization or reorganization\ndistributed with respect to the Stock ('Stock Distributions') shall be\nimmediately subject to the covenants and agreements set forth in Section 6 to\nthe same extent the Stock is at such time covered by such provisions.\n\n               7.3  SUCCESSORS AND ASSIGNS.  Except as otherwise expressly\nprovided herein, the provisions hereof shall inure to the benefit of, and be\nbinding upon, the respective successors and assigns of the parties hereto. \nNothing in this Agreement, express or implied, is intended to confer upon any\nparty other than the parties hereto or their respective successors and assigns\nany rights, remedies, obligations, or liabilities under or by reason of this\nAgreement, except as expressly provided in this Agreement.  Notwithstanding\nanything to the contrary contained herein, the covenants set forth in Section 6\nshall not be binding upon any entity (other than an affiliate of the Investor)\nwhich acquires any shares of the Stock or a Stock Distribution in a transaction\npermitted hereunder.\n\n               7.4  ENTIRE AGREEMENT.  This Agreement constitutes the entire\nunderstanding and agreement between the parties with regard to the subject\nmatter hereof.\n\n               7.5  NOTICES.  Except as otherwise provided, all notices and\nother communications required or permitted hereunder shall be in writing, shall\nbe effective when given, and shall in any event be deemed to be given upon\nreceipt or, if earlier, (i) five (5) days after deposit with the U.S. postal\nservice or other applicable postal service, if delivered by first class mail,\npostage prepaid, (ii) upon delivery, if delivered by hand, (iii) one (1)\nbusiness day after the day of deposit with Federal Express or similar overnight\ncourier, freight prepaid, if delivered by overnight courier or (iv) one (1)\nbusiness day after the day of facsimile transmission, if delivered by facsimile\ntransmission with copy by first class mail, postage prepaid, and shall be\naddressed, (a) if to the Investor, at the Investor's address set forth below its\nsignature, or at such other address as the Investor shall have furnished to the\nCompany in writing, or (b) if to the Company, at its address as set forth below\nits signature, or at such other address as the Company shall have furnished to\nthe Investor in writing.\n\n               7.6  AMENDMENTS AND WAIVERS.  Any term of this Agreement may be\namended and the observance of any term of the Agreement may be waived (either\ngenerally or in a particular instance and either retroactively or prospectively)\nonly with the written consent of the Company and the Investor.\n\n               7.7  LEGAL FEES.  In the event of any action at law, suit in\nequity or arbitration proceeding in relation to this Agreement or the Stock or\nany Stock Distribution, the prevailing party shall be paid by the other party a\nreasonable sum for the attorneys' fees and expenses incurred by such prevailing\nparty. \n\n                                      7\n\n\n\n               7.8  EXPENSES.  Irrespective of whether the Closing is effected,\nthe Company and the Investor shall each pay their own costs and expenses\nincurred with respect to the negotiation, execution, delivery and performance of\nthis Agreement.\n\n               7.9  TITLES AND SUBTITLES.  The titles of the paragraphs and\nsubparagraphs of this Agreement are for convenience of reference only and are\nnot to be considered in construing this Agreement.\n\n               7.10 COUNTERPARTS.  This Agreement may be executed in\ncounterparts, each of which shall be an original, but all of which together\nshall constitute one instrument.\n\n               7.11 SEVERABILITY.  If one or more provisions of this Agreement\nare held to be unenforceable under applicable law, such provision shall be\nexcluded from this Agreement and the balance of the Agreement shall be\ninterpreted as if such provision were so excluded and shall be enforceable in\naccordance with its terms.\n\n               7.12 CONFIDENTIALITY.  The parties hereto agree that, except with\nthe prior written permission of the other party, it shall at all times keep\nconfidential and not divulge, furnish, or make accessible to anyone any\nconfidential information, knowledge, or data concerning or relating to the\nbusiness or financial affairs of such other party to which said party has been\nor shall become privy by reason of this Agreement, discussions or negotiations\nrelating to this Agreement, or the performance of its obligations hereunder.\n\n\n                                      8\n\n\n\n          IN WITNESS WHEREOF, the parties hereto have executed this Agreement as\nof the day and year hereinabove first written.\n\n                                   LIBERATE TECHNOLOGIES\n                                  \n                                   By:  \/s\/ Mitchell E. Kertzman\n                                        --------------------------\n                                        Mitchell E. Kertzman\n                                        President and Chief Executive Officer\n                                  \n                         Address:  1000 Bridge Parkway\n                                   Redwood Shores, California  94065\n                                   Attn:  General Counsel\n                                  \n                                   LUCENT TECHNOLOGIES INC.\n                                  \n                                   By:\n                                        --------------------------\n                                   Title:         \n                                        --------------------------\n                                  \n                         Address:  600 Mountain Avenue, Room 6E\n                                   Murray Hill, New Jersey  07974\n\n\n\n\n                                      EXHIBIT A\n\n          1.   REGISTRATION RIGHTS.  The Company covenants and agrees as\nfollows:\n\n               1.1  DEFINITIONS.  For purposes of this EXHIBIT A, capitalized\nterms  used herein and not otherwise defined shall have the meanings ascribed to\nthem in the Stock Purchase Agreement between the Company and the Investor to\nwhich this EXHIBIT A is attached.  In addition, the following terms used herein\nshall have the following meanings: (a) the term 'Form S-3' means such form under\nthe Act as in effect on the date hereof or any registration form under the Act\nsubsequently adopted by the SEC which permits inclusion or incorporation of\nsubstantial information by reference to other documents filed by the Company\nwith the SEC; (b) the term '1934 Act' means the Securities Exchange Act of 1934,\nas amended; and (c) the term 'register', 'registered,' and 'registration' refer\nto a registration effected by preparing and filing a registration statement or\nsimilar document in compliance with the Act, and the declaration or ordering of\neffectiveness of such registration statement or document.\n\n                    1.2  COMPANY REGISTRATION.\n\n                    (a)  If, at any time 180 days after the Registration\nStatement is declared effective by the SEC, the Company proposes to register any\nof its stock or other securities under the Act in connection with the public\noffering of such securities (other than a registration relating solely to the\nsale of securities to participants in a Company stock plan, a registration\nrelating to a corporate reorganization or other transaction under Rule 145 of\nthe Act, a registration on any form that does not include substantially the same\ninformation as would be required to be included in a registration statement\ncovering the sale of the Stock, or a registration in which the only Common Stock\nbeing registered is Common Stock issuable upon conversion of debt securities\nthat are also being registered), the Company shall, at such time, promptly give\nInvestor written notice of such registration.  Upon the written request of\nInvestor given within twenty (20) days after mailing of such notice by the\nCompany, the Company shall, subject to the provisions of Section 1.2(c) below,\nuse all reasonable efforts to cause to be registered under the Act all of the\nStock that each Investor has requested to be registered.  Nothing contained in\nthis Section 1.2 obligates the Company to register any of its stock or other\nsecurities under the Act.\n\n                    (b)  The Company shall have the right to terminate or\nwithdraw any registration initiated by it under this Section 1.2 prior to the\neffectiveness of such registration whether or not Investor has elected to\ninclude securities in such registration.\n\n                    (c)  In connection with any offering involving an\nunderwriting of shares of the Company's capital stock, the Company shall not be\nrequired under this Section 1.2 to include any of the Investor's securities in\nsuch underwriting unless Investor accepts the terms of the underwriting as\nagreed upon between the Company and the underwriters selected by it (or by other\npersons entitled to select the underwriters) and enter into an underwriting\nagreement in customary form with an underwriter or underwriters selected by the\nCompany, and then only in such quantity as the underwriters determine in their\nsole discretion will not jeopardize the success of the offering by the Company. \nIf the total amount of securities, including share of the Stock, requested by\nstockholders to be included in such offering exceeds \n\n\n                                     E-1\n\n\n\nthe amount of securities sold other than by the Company that the underwriters \ndetermine in their sole discretion is compatible with the success of the \noffering, then the Company shall be required to include in the offering only \nthat number of such securities, including shares of the Stock, that the \nunderwriters determine in their sole discretion will not jeopardize the \nsuccess of the offering.  In no event shall shares of the Stock be included \nin such registration unless all shares of Registrable Securities (as defined \nin the Stockholders Agreement described below) that request registration \npursuant to Section 1.3 of that certain Stockholders Agreement dated August \n11, 1997, as amended, are first included in such registration.\n\n               1.3  FORM S-3 REGISTRATION.  \n\n                    (a)  If the Company shall receive a written request from \nthe Investor that the Company effect a registration on Form S-3 and any \nrelated qualification or compliance with respect to the Stock, then the \nCompany shall promptly commence preparation of such registration statement, \nand as expeditiously as reasonably possible when the Company is eligible to \nuse Form S-3, effect the registration of all, but not less than all, such \nStock on Form S-3 and all such qualifications and compliances as may be so \nrequested and as would permit or facilitate the sale and distribution of all \nof the Stock.  The Company shall have no obligation to effect any \nregistration of less than all of the Stock.\n\n                    (b)  Notwithstanding anything to the contrary in this\nSection 1.3, the Company shall not be obligated to effect any such registration,\nqualification or compliance, pursuant to this section 1.3:  (i) if the Company\nshall furnish to the Investor a certificate signed by the Chief Executive\nOfficer or Chairman of the Board of the Company stating that in the good faith\njudgment of the Board of Directors of the Company, it would be seriously\ndetrimental to the Company and its stockholders for such Form S-3 Registration\nto be effected at such time, in which event the Company shall have the right to\ndefer the filing of the Form S-3 registration statement for a period of not more\nthan one hundred twenty (120) days after receipt of the request of the Investor\nunder this Section 1.3; or (ii) in any particular jurisdiction in which the\nCompany would be required to qualify to do business or to execute a general\nconsent to service of process in effecting such registration, qualification or\ncompliance.\n\n                    (c)  The Company shall not be obligated to effect, or to\ntake any action to effect, any registration pursuant to this Section 1.3 after\nthe earlier to occur of the following events:  (i) the Company has effected one\n(1) registration pursuant to this Section 1.3, and such registration has been\ndeclared or ordered effective and otherwise satisfies and continues to satisfy\nthe terms and conditions of this Section 1.3; (ii) the Company has voluntarily\neffected the registration of all of the Stock without having first received a\nrequest for such registration pursuant to this Section 1.3 (a 'Voluntary\nRegistration'), and such Voluntary Registration has been declared or ordered\neffective and otherwise satisfies and continues to satisfy the terms and\nconditions of this Section 1.3; or (iii) if Form S-3 is not available for such\noffering by the Investor.\n\n               1.4  OBLIGATIONS OF THE COMPANY.  Whenever required under Section\n1.3 to effect the registration on Form S-3 of the Stock, the Company shall, as\nexpeditiously as reasonably possible:\n\n\n                                     E-2\n\n\n\n                    (a)  Prepare and file with the SEC a Form S-3 with respect\nto such Stock and use its best efforts to cause such registration statement to\nbecome effective as soon as reasonably practicable after the mailing of the\nrequest for such registration but in no event later than ninety (90) days after\nsuch mailing.  The Company shall keep such registration statement effective\nuntil the earlier of (i) two (2) years after the Closing, (ii) the distribution\nof all of the Stock as contemplated in the registration statement has been\ncompleted, and (iii) the date which all shares of the Stock held by the Investor\nmay immediately be sold under Rule 144 during any 90-day period.\n\n                    (b)  Prepare and file with the SEC such amendments and\nsupplements to such registration statement and the prospectus used in connection\nwith such registration statement as may be necessary to comply with the\nprovisions of the Act with respect to the disposition of all securities covered\nby such registration statement.\n\n                    (c)  Furnish to the Investor such numbers of copies of a\nprospectus, including a preliminary prospectus, in conformity with the\nrequirements of the Act, and such other documents as the Investor may reasonably\nrequest in order to facilitate the disposition of the Stock.\n\n                    (d)  Use its best efforts to register and qualify the\nsecurities covered by such registration statement under such other securities or\nBlue Sky laws of such jurisdictions as shall be reasonably requested by the\nInvestor; provided that the Company shall not be required in connection\ntherewith or as a condition thereto to qualify to do business or to file a\ngeneral consent to service of process in any such states or jurisdictions.\n\n                    (e)  Notify the Investor covered by such registration\nstatement at any time when a prospectus relating thereto is required to be\ndelivered under the Act of the happening of any event as a result of which the\nprospectus included in such registration statement, as then in effect, includes\nan untrue statement of a material fact or omits to state a material fact\nrequired to be stated therein or necessary to make the statements therein not\nmisleading in the light of the circumstances then existing.\n\n                    (f)  Cause all such Stock registered pursuant hereunder to\nbe listed on each securities exchange on which similar securities issued by the\nCompany are then listed.\n\n                    (g)  Provide a transfer agent and registrar for all of the\nStock registered pursuant hereunder and a CUSIP number for all such Stock, in\neach case not later than the effective date of such registration.\n\n               1.5  INVESTOR OBLIGATION TO FURNISH INFORMATION.  It shall be a\ncondition precedent to the obligations of the Company to take any action\npursuant hereto with respect to the Stock that the Investor shall furnish to the\nCompany such information regarding itself, the Stock, and the intended method of\ndisposition of such securities as shall be required to effect the registration\nof such Stock.\n\n               1.6  EXPENSES OF REGISTRATION.  All expenses incurred in\nconnection with registrations, filings or qualifications pursuant hereto,\nincluding (without limitation) all \n\n\n                                     E-3\n\n\n\nregistration, filing and qualification fees, printers' and accounting fees, \nfees and disbursements of counsel for the Company (including fees and \ndisbursements of counsel for the Company in its capacity as counsel to the \nInvestor hereunder but excluding the fees and disbursements of any other \ncounsel for the Investor) shall be borne by the Company; provided, however, \nthat the Company shall not be required to pay for any expenses of any \nregistration proceeding begun pursuant hereto if the registration request is \nsubsequently withdrawn at the request of the Investor unless Investor agrees \nto forfeit its right of registration under Section 1.3; provided further, \nhowever, that if at the time of such withdrawal, the Investor has learned of \na material adverse change in the condition, business, or prospects of the \nCompany from that known to the Investor at the time of its request and has \nwithdrawn the request with reasonable promptness following disclosure by the \nCompany of such material adverse change, then the Investor shall not be \nrequired to pay any of such expenses and shall retain its right of \nregistration pursuant to Section 1.3.\n\n               1.7  INDEMNIFICATION.  In the event any Stock is included in a\nregistration statement under Sections 1.2 or 1.3:\n\n                         (a)  To the extent permitted by law, the Company will\nindemnify and hold harmless the Investor, any underwriter (as defined in the\nAct) for the Investor and each person, if any, who controls the Investor or\nunderwriter within the meaning of the Act or the 1934 Act, against any losses,\nclaims, damages, or liabilities (joint or several) to which they may become\nsubject under the Act, the 1934 Act or other federal or state law, insofar as\nsuch losses, claims, damages, or liabilities (or actions in respect thereof)\narise out of or are based upon any of the following statements, omissions or\nviolations (collectively a 'Violation'): (i) any untrue statement or alleged\nuntrue statement of a material fact contained in such registration statement,\nincluding any preliminary prospectus or final prospectus contained therein or\nany amendments or supplements thereto, (ii) the omission or alleged omission to\nstate therein a material fact required to be stated therein, or necessary to\nmake the statements therein not misleading, or (iii) any violation or alleged\nviolation by the Company of the Act, the 1934 Act, any state securities law or\nany rule or regulation promulgated under the Act, the 1934 Act or any state\nsecurities law; and the Company will pay to the Investor, or such underwriter or\ncontrolling person, as incurred, any legal or other expenses reasonably incurred\nby them in connection with investigating or defending any such loss, claim,\ndamage, liability, or action; provided, however, that the indemnity agreement\ncontained in this subsection (a) shall not apply to amounts paid in settlement\nof any such loss, claim, damage, liability, or action if such settlement is\neffected without the consent of the Company (which consent shall not be\nunreasonably withheld), nor shall the Company be liable in any such case for any\nsuch loss, claim, damage, liability, or action to the extent that it arises out\nof or is based upon a Violation which occurs in reliance upon and in conformity\nwith written information furnished expressly for use in connection with such\nregistration by any such Investor, underwriter or controlling person.\n\n                         (b)  To the extent permitted by law, the Investor will\nindemnify and hold harmless the Company, each of its directors, each of its\nofficers who has signed the registration statement, each person, if any, who\ncontrols the Company within the meaning of the Act, any underwriter, and any\ncontrolling person of any such underwriter, against any losses, claims, damages,\nor liabilities (joint or several) to which any of the foregoing persons may\nbecome subject, under the Act, the 1934 Act or other federal or state law,\ninsofar as such losses,\n\n                                     E-4\n\n\n\nclaims, damages, or liabilities (or actions in respect thereto) arise out of \nor are based upon any Violation, in each case to the extent (and only to the \nextent) that such Violation occurs in reliance upon and in conformity with \nwritten information furnished by such Investor expressly for use in \nconnection with such registration; and each such Investor will pay, as \nincurred, any legal or other expenses reasonably incurred by any person \nintended to be indemnified pursuant to this subsection (b), in connection \nwith investigating or defending any such loss, claim, damage, liability, or \naction; provided, however, that the indemnity agreement contained in this \nsubsection (b) shall not apply to amounts paid in settlement of any such \nloss, claim, damage, liability or action if such settlement is effected \nwithout the consent of the Investor, which consent shall not be unreasonably \nwithheld; provided, that, in no event shall any indemnity under this \nsubsection (b) exceed the gross proceeds from the offering received by the \nInvestor.\n\n                         (c)  Promptly after receipt by an indemnified party\nunder this Section 1.7 of notice of the commencement of any action (including\nany governmental action), such indemnified party will, if a claim in respect\nthereof is to be made against any indemnifying party under this Section 1.7,\ndeliver to the indemnifying party a written notice of the commencement thereof\nand the indemnifying party shall have the right to participate in, and, to the\nextent the indemnifying party so desires, jointly with any other indemnifying\nparty similarly noticed, to assume the defense thereof with counsel mutually\nsatisfactory to the parties; provided, however, that an indemnified party\n(together with all other indemnified parties which may be represented without\nconflict by one counsel) shall have the right to retain one separate counsel,\nwith the fees and expenses to be paid by the indemnifying party, if\nrepresentation of such indemnified party by the counsel retained by the\nindemnifying party would be inappropriate due to actual or potential differing\ninterests between such indemnified party and any other party represented by such\ncounsel in such proceeding.  The failure to deliver written notice to the\nindemnifying party within a reasonable time of the commencement of any such\naction, if prejudicial to its ability to defend such action, shall relieve such\nindemnifying party of any liability to the indemnified party under this Section\n1.7, but the omission so to deliver written notice to the indemnifying party\nwill not relieve it of any liability that it may have to any indemnified party\notherwise than under this Section 1.7.\n\n                         (d)  If the indemnification provided for in this\nSection 1.7 is held by a court of competent jurisdiction to be unavailable to an\nindemnified party with respect to any loss, liability, claim, damage, or expense\nreferred to there in, then the indemnifying party, in lieu of indemnifying such\nindemnified party hereunder, shall contribute to the amount paid or payable by\nsuch indemnified party as a result of such loss, liability, claim, damage, or\nexpense in such proportion as is appropriate to reflect the relative fault of\nthe indemnifying party on the one hand and of the indemnified party on the other\nin connection with the statements or omissions that resulted in such loss,\nliability, claim, damage, or expense as well as any other relevant equitable\nconsiderations.  The relative fault of the indemnifying party and of the\nindemnified party shall be determined by reference to, among other things,\nwhether the untrue or alleged untrue statement of a material fact or the\nomission to state a material fact relates to information supplied by the\nindemnifying party or by the indemnified party and the parties' relative intent,\nknowledge, access to information, and opportunity to correct or prevent such\nstatement or omission.\n\n                                     E-5\n\n\n\n\n                         (e)  Notwithstanding the foregoing, to the extent that\nthe provisions on indemnification and contribution contained in an underwriting\nagreement entered into in connection with the underwritten public offering are\nin conflict with the foregoing provisions, the provisions in the underwriting\nagreement shall control.\n\n                         (f)  The obligations of the Company and the Investor\nunder this Section 1.7 shall survive the completion of any offering of the Stock\nin a registration statement pursuant hereto, and otherwise.\n\n               1.8  TERMINATION.  The Company's obligation to register the Stock\npursuant to this agreement shall terminate on the earlier of (i) the third\nanniversary of the Closing and (ii) the date on which all shares of the Stock\nheld by the Investor may immediately be sold under Rule 144 during any 90-day\nperiod.\n\n                                     E-6\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8051,8089],"corporate_contracts_industries":[9516,9513],"corporate_contracts_types":[9622,9627],"class_list":["post-43691","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-liberate-technologies","corporate_contracts_companies-lucent-technologies-inc","corporate_contracts_industries-telecommunications__equipment","corporate_contracts_industries-technology__software","corporate_contracts_types-planning","corporate_contracts_types-planning__purchase"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/43691","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=43691"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43691"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43691"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43691"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}