{"id":43785,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/admission-agreement-network-computer-inc-oracle-corp-and.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"admission-agreement-network-computer-inc-oracle-corp-and","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/securities\/admission-agreement-network-computer-inc-oracle-corp-and.html","title":{"rendered":"Admission Agreement &#8211; Network Computer Inc., Oracle Corp. and Middlefield Ventures Inc."},"content":{"rendered":"<pre>\n\n                                NETWORK COMPUTER, INC.\n\n                                 ADMISSION AGREEMENT\n\n          This Admission Agreement is entered into as of November 12, 1997, \nby and among Network Computer, Inc., a Delaware corporation ('NCI' or the \n'COMPANY'), Oracle Corporation, a Delaware corporation ('ORACLE'), \nMiddlefield Ventures, Inc., a Delaware corporation ('MALLARD'), and the other \nCompany stockholder signatories hereto (the 'STOCKHOLDERS').\n\n          WHEREAS, Mallard wishes to purchase, and the Company wishes to \nsell, certain convertible promissory notes (the 'NOTES') upon the terms and \nsubject to the conditions set forth in the Convertible Promissory Note \nPurchase Agreement of even date herewith, between the Company and Mallard \n(the 'PURCHASE AGREEMENT'); and\n\n          WHEREAS, in connection with the sale of the Notes to Mallard, NCI, \nOracle and the Stockholders seek to amend the Stockholders Agreement dated \nAugust 11, 1997, a copy of which is attached hereto as EXHIBIT A (the \n'STOCKHOLDERS AGREEMENT') to admit Mallard as a signatory thereto; and \n\n          WHEREAS, in connection with the sale of the Notes to Mallard, NCI, \nOracle and the Stockholders seek additional agreements with Mallard; and to \namend the Put\/Call and Voting Agreement dated August 11, 1997, a copy of \nwhich is attached hereto as EXHIBIT B (the 'PUT\/CALL AGREEMENT') so as to \nadmit Mallard as a signatory thereto in a limited capacity.\n\n          NOW, THEREFORE, in consideration of the promises and conditions \ncontained herein, the parties hereby agree as follows: \n\n          SECTION 1  AMENDMENTS TO STOCKHOLDERS AGREEMENT.  NCI, Oracle and \nthe Stockholders hereby agree that the Stockholders Agreement is hereby \namended as follows:\n\n          (a)   The term 'STOCKHOLDERS' as used in the Stockholders Agreement \nis hereby amended to include Mallard.  By executing this Agreement, Mallard \nagrees to be bound by the Stockholders Agreement, as amended hereby.\n\n          (b)   Section 1.1(c) of the Stockholders Agreement is hereby \namended to read as follows:\n\n                     'The term 'REGISTRABLE SECURITIES' means (i) the shares \nof Common Stock issuable or issued upon conversion of the Series A Preferred \nStock, Series A-1 Preferred Stock, Series B Preferred Stock, Series C \nPreferred Stock, Series C-1 Preferred Stock or Series D Preferred Stock, as \nthe case may be (such shares of Common Stock are collectively referred to \nhereinafter as the 'STOCK'), and (ii) any other shares of Common Stock of the \nCompany issued as (or issuable upon the conversion or exercise of any \nwarrant, right or other security that is issued as) a dividend or other \ndistribution with respect to, or in exchange for or in replacement of, the \nStock; PROVIDED, HOWEVER, that the foregoing definition shall exclude in all \ncases any Registrable Securities sold by a person in a transaction in which \nhis or her rights under this Agreement are not assigned.   Notwithstanding \nthe foregoing, Common Stock or other securities shall only be treated as \nRegistrable Securities if and so long as they have not been\n\n\n\n(A) sold to or through a broker or dealer or underwriter in a public \ndistribution or a public securities transaction, or (B) sold in a transaction \nexempt from the registration and prospectus delivery requirements of the Act \nunder Section 4(1) thereof in which all transfer restrictions, and \nrestrictive legends with respect thereto, if any, are removed upon the \nconsummation of such sale;'\n\n          (c)   Section 1.1(g) of the Stockholders Agreement is hereby \namended to read as follows:\n\n                     'The term 'FULLY DILUTED EQUITY,' as of any date of \nmeasurement, shall refer to (i) the number of shares of Common Stock issued \nand outstanding as of such date, PLUS (ii) the number of shares of Common \nStock issuable upon conversion of any shares of Series A Preferred Stock, \nSeries A-1 Preferred Stock, Series B Preferred Stock, Series C Preferred \nStock, Series C-1 Preferred Stock or Series D Preferred Stock issued and \noutstanding as of such date, PLUS (iii) any shares of Common Stock issuable \nupon the conversion or exercise of any warrant, option, right or other \nconvertible security issued and outstanding as of such date;'\n\n          (d)   The term 'FIVE PERCENT HOLDER' as used in Section 2.1 of the \nStockholders Agreement shall include Mallard PROVIDED Mallard holds at least \none Note (as such term is defined in the Purchase Agreement) or 250,000 \nshares of the Company's Series D Preferred Stock (or shares of Common Stock \nissuable upon conversion thereof).\n\n          (e)   The term 'SERIES B HOLDER' as such term is defined and used \nin Section 2.2 of the Stockholders Agreement shall include Mallard PROVIDED \nMallard holds at least one Note (as such term is defined in the Purchase \nAgreement) or 250,000 shares of the Company's Series D Preferred Stock (or \nshares of Common Stock issuable upon conversion thereof).\n\n          (f)   Section 2.2(d) of the Stockholders Agreement is hereby \namended to read as follows:\n\n                     '(d)     The right to maintain interest in this Section\n 2.2 shall not be applicable to (i) the issuance or sale of Common Stock (or\noptions therefor) to employees, consultants and directors, pursuant to plans or\nagreements approved by the Board of Directors for the primary purpose of\nsoliciting or retaining their services, (ii) consummation of a bona fide, firmly\nunderwritten public offering of shares of Common Stock, registered under the Act\npursuant to a registration statement on Form S-1 with proceeds of greater than\n$20,000,000; (iii) the issuance of securities pursuant to the conversion or\nexercise of convertible or exercisable securities; (iv) the issuance of\nsecurities in connection with a bona fide business acquisition of or by the\nCompany, whether by merger, consolidation, sale of assets, sale or exchange of\nstock or otherwise; (v) the issuance of securities to financial institutions or\nlessors in connection with commercial credit arrangements, equipment financings,\nor similar transactions; (vi) the issuance or sale of securities in connection\nwith the consummation of the Merger; (vii) the issuance of securities that with\nunanimous approval of the Board of Directors of the Company are not offered to\nany existing stockholder of the Company; (viii) the issuance after the date\nhereof of up to 22,000,000 shares of Series A-1 Preferred Stock (plus any shares\nof Series A-1 Preferred Stock issued to Oracle prior to the date hereof)\npursuant to the Convertible Note Purchase Agreement dated July 23, 1997 between\nOracle and NCI, at a purchase price of $1.10 per share; (ix) the issuance of\nshares of Series A-1 Preferred Stock pursuant to Oracle's right to purchase\n\n                                       2\n\n\n\nSeries A-1 Preferred upon the exercise by any Navio stockholder of \ndissenters' rights or (x) the issuance on or after the date hereof to Mallard \nof promissory notes with an aggregate principal amount of up to $12,000,000 \nthat are convertible into shares of Series D Preferred Stock pursuant to the \nPurchase Agreement.'\n\n          (g)   Section 2.5 of the Stockholders Agreement is hereby amended \nto read as follows:  \n\n     'RESTRICTIVE LEGENDS.  The Stockholders and the Company agree that all \ncertificates of stock evidencing the capital stock of the Company issued to \nthe Stockholders shall prior to their issuance be endorsed in substantially \nthe form as follows for so long as this Agreement shall remain in effect:\n\n          THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AND\n          MAY BE TRANSFERRED ONLY IN COMPLIANCE WITH THE TERMS OF A STOCKHOLDERS\n          AGREEMENT DATED AS OF AUGUST 11, 1997, BETWEEN THE COMPANY AND CERTAIN\n          STOCKHOLDERS OF THE COMPANY, AS AMENDED, COPIES OF WHICH ARE ON FILE\n          AT THE OFFICES OF THE COMPANY.'\n\n          (h)   Except as amended hereby, the Stockholders Agreement shall \ncontinue in full force and effect as originally constituted and is ratified \nand affirmed by the parties hereto.\n\n          SECTION 2  AMENDMENTS TO THE PUT\/CALL AGREEMENT.  NCI, Oracle and \nthe Stockholders hereby agree that the Put\/Call Agreement is hereby amended \nas follows:\n\n          (a)   The term 'NAVIO STOCKHOLDERS' as used in Section 3, Section 4 \nand Section 6 of the Put\/Call Agreement is hereby amended to include Mallard \nPROVIDED Mallard holds at least a portion of a Note (as such term is defined \nin the Purchase Agreement) or shares of the Company's Series D Preferred \nStock (or shares of Common Stock issuable upon conversion thereof).  By \nexecuting this Agreement, Mallard agrees to be bound by Section 3, Section 4 \nand Section 6 of the Put\/Call Agreement, as amended hereby.\n\n          (b)   Section 4.1(d) of the Put\/Call Agreement is hereby amended to \nread as follows:\n\n                     ' 'TEN PERCENT HOLDER' means any Stockholder that as of \nthe date of measurement beneficially owns, together with its affiliates, ten \npercent (10%) or more of the Fully Diluted Equity of the Company.'\n\n          (c)   Except as amended hereby, the Put\/Call Agreement shall \ncontinue in full force and effect as originally constituted and is ratified \nand affirmed by the parties hereto.\n\n          SECTION 3  COUNTERPARTS.  This Agreement may be executed in two or \nmore counterparts, each of which shall be deemed an original, but all of \nwhich together shall constitute one and the same instrument.\n\n          SECTION 4  LIMITS ON AMENDMENTS.  No amendment or modification of \nthe Stockholders Agreement or Put\/Call Agreement may be made without the \nconsent of Mallard if\n\n                                       3\n\n\n\nsuch amendment would (i) impose any new obligation on Mallard or (ii) \nincrease any existing obligation of Mallard thereunder or (iii) diminish or \nwaive the rights of Mallard thereunder without similarly diminishing or \nwaiving the rights of all similarly situated parties. \n\n          SECTION 5  LIMITED CONSENT TO ASSIGNMENT OF MALLARD'S RIGHTS. \nMallard may assign the rights to which it is entitled under the Stockholders \nAgreement (as amended hereby) and the Put\/Call Agreement (as amended hereby) \nto Mallard's parent or to any wholly-owned subsidiary of Mallard or its \nparent; PROVIDED the obligations hereunder are also assumed by such \ntransferee; and PROVIDED FURTHER that notice of such assignment is provided \npromptly to NCI.\n\n\n                                       4\n\n\n\n          IN WITNESS WHEREOF, the undersigned have executed this Admission\nAgreement as of the day and year first above written.\n\n\n                              NETWORK COMPUTER, INC.\n\n\n\n                              By:\n                                 --------------------------------\n                              Title:\n                                    -----------------------------\n\n\n                              ORACLE CORPORATION\n\n\n\n                              By:\n                                 --------------------------------\n                              Title:\n                                    -----------------------------\n\n\n                              MIDDLEFIELD VENTURES, INC.\n\n\n\n                              By:\n                                 --------------------------------\n                              Title:\n                                    -----------------------------\n\n\n                              STOCKHOLDER:\n\n                              -----------------------------------\n\n\n\n                              By:\n                                 --------------------------------\n                              Title:\n                                    -----------------------------\n\n\n                    --Signature Page to the Admission Agreement--\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8051,8419],"corporate_contracts_industries":[9513],"corporate_contracts_types":[9629,9633],"class_list":["post-43785","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-liberate-technologies","corporate_contracts_companies-oracle-corp","corporate_contracts_industries-technology__software","corporate_contracts_types-securities","corporate_contracts_types-securities__shareholder"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/43785","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=43785"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43785"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43785"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43785"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}