\nSECTION 1 Restrictions on Transferability; Registration Rights 1
\n 1.1. Certain Definitions…………………………………………………….1
\n 1.2. Restrictions…………………………………………………………..3
\n 1.3. Restrictive Legend……………………………………………………..3
\n 1.4. Consent……………………………………………………………….4
\n 1.5. Notice of Proposed Transfers…………………………………………….4
\n 1.6. Requested Registration………………………………………………….4
\n 1.7. Company Registration……………………………………………………6
\n 1.8. Registration on Form S 3………………………………………………..7
\n 1.9. Limitations on Subsequent Registration Rights……………………………..8
\n 1.10. Expenses of Registration……………………………………………….8
\n 1.11. Registration Procedures………………………………………………..9
\n 1.12. Indemnification………………………………………………………10
\n 1.13. Information by Holder…………………………………………………12
\n 1.14. Rule 144 Reporting……………………………………………………12
\n 1.15. Transfer of Registration Rights………………………………………..12
\n 1.16. Standoff Agreement……………………………………………………13
\n 1.17. Termination of Rights…………………………………………………13<\/p>\nSECTION 2 Affirmative Covenants of the Company………………………………………13
\n 2.1. Financial Information………………………………………………….13
\n 2.2. Inspection……………………………………………………………14
\n 2.3. Assignment of Rights to Financial Information…………………………….14
\n 2.4. Termination of Covenants……………………………………………….14
\n 2.5. Right of First Offer…………………………………………………..<\/p>\n
SECTION 3 Miscellaneous…………………………………………………………..14
\n 3.1. Voting Agreement………………………………………………………14
\n 3.2. Assignment……………………………………………………………14
\n 3.3. Third Parties…………………………………………………………15
\n 3.4. Additional Purchasers………………………………………………….15
\n 3.5. Amendment and Supersession of the Rights Agreement………………………..15
\n 3.6. Governing Law…………………………………………………………15
\n 3.7. Counterparts………………………………………………………….15
\n 3.8. Notices………………………………………………………………15
\n 3.9. Severability………………………………………………………….16
\n 3.10. Amendment and Waiver………………………………………………….16
\n 3.11. Effect of Amendment or Waiver………………………………………….16
\n 3.12. Rights of Holders…………………………………………………….
\n 3.13. Delays or Omissions…………………………………………………..<\/p>\n
EXHIBITS: Exhibit A: Schedule of Investors
\n<\/c><\/s><\/table>\n
i<\/p>\n
3<\/p>\n
INVESTOR RIGHTS AGREEMENT<\/p>\n
THIS INVESTOR RIGHTS AGREEMENT (the “Agreement”) is entered into as of
\nMay 17, 2000, among Bay Area Multimedia, Inc., a California corporation
\n(the “Company”), and the individuals and entities listed on Exhibit A attached
\nhereto (the “Investors” or individually the “Investor”).<\/p>\n
RECITALS<\/p>\n
A. The Company is issuing up to 976,220 shares of Series A Preferred
\nStock and 164,530 shares of Common Stock to the purchasers of stock pursuant to
\na Stock Purchase Agreement of even date herewith (the “Stock Purchase
\nAgreement”).<\/p>\n
B. The Company desires to grant certain registration and information
\nrights to the Shareholders (as defined below).<\/p>\n
NOW, THEREFORE, in consideration of the mutual promises and covenants
\nhereinafter set forth, the parties agree as follows:<\/p>\n
SECTION 1<\/p>\n
Restrictions on Transferability;<\/p>\n
Registration Rights<\/p>\n
1.1. Certain Definitions. As used in this Agreement, the following
\nterms shall have the following respective meanings:<\/p>\n
(a) “Commission” shall mean the Securities and Exchange
\nCommission or any other federal agency at the time administering the Securities
\nAct.<\/p>\n
(b) “Conversion Shares” means the Common Stock issued or
\nissuable upon conversion of the Series A Preferred Stock.<\/p>\n
(c) “Common Stock” means Common Stock of the Company issued
\npursuant to the Stock Purchase Agreement.<\/p>\n
1
\n 4<\/p>\n
(d) “Exchange Act” shall mean the Securities Exchange Act of
\n1934, as amended, or any similar federal statute, and the rules and regulations
\nof the Commission thereunder, all as the same shall be in effect at the time.<\/p>\n
(e) “Holder” shall mean any shareholder of the Company holding
\nRegistrable Securities and any person holding securities convertible into or
\nexchangeable for Registrable Securities.<\/p>\n
(f) “Initiating Holders” shall mean any Holders holding, in the
\naggregate, at least 50% of the Conversion Shares.<\/p>\n
(g) “Preferred Stock” means the shares of Series A Preferred
\nStock issued pursuant to the Series A Agreement.<\/p>\n
(h) The terms “register”, “registered” and “registration” shall
\nrefer to a registration effected by preparing and filing a registration
\nstatement in compliance with the Securities Act, and the declaration or ordering
\nof the effectiveness of such registration statement.<\/p>\n
(i) “Registrable Securities” means the Conversion Shares, the
\nCommon Stock and any Common Stock of the Company issued or issuable in respect
\nof the Conversion Shares or Common Stock or other securities issued or issuable
\nupon conversion of the Preferred Stock or upon any stock split, stock dividend,
\nrecapitalization, or similar event, or any Common Stock otherwise issued or
\nissuable with respect to the Preferred Stock, the Conversion Shares or the
\nCommon Stock; provided, however, that shares of Common Stock or other securities
\nshall only be treated as Registrable Securities if and so long as they have not
\nbeen (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
\nSecurities Act so that all transfer restrictions and restrictive legends with
\nrespect thereto are removed upon the consummation of such sale.<\/p>\n
(j) “Registration Expenses” shall mean all expenses incurred by
\nthe Company in complying with Sections 1.6, 1.7 and 1.8 hereof, including,
\nwithout limitation, all registration, qualification and filing fees, printing
\nexpenses, escrow fees, fees and disbursements of counsel for the Company, blue
\nsky fees and expenses, and the expense of any special audits incident to or
\nrequired by any such registration (but excluding the compensation of regular
\nemployees of the Company which shall be paid in any event by the Company).<\/p>\n
(k) “Restricted Securities” shall mean the securities of the
\nCompany required to bear the legend set forth in Section 1.3 hereof.<\/p>\n
(l) “Rule 144” shall mean Rule 144 as promulgated by the
\nCommission under the Securities Act, as such Rule may be amended from time to
\ntime, or any similar successor rule that may be promulgated by the Commission.<\/p>\n
2
\n 5<\/p>\n
(m) “Securities Act” shall mean the Securities Act of 1933, as
\namended, or any similar federal statute and the rules and regulations of the
\nCommission thereunder, all as the same shall be in effect at the time.<\/p>\n
(n) “Selling Expenses” shall mean all selling commissions and
\nstock transfer taxes applicable to the securities registered by the Holders and
\nall fees and disbursements of counsel for the Holders (as limited by Section
\n1.10), but shall not include underwriting discounts and commissions.<\/p>\n
(o) “Shareholders” shall mean the Investors and any permitted
\ntransferees, collectively.<\/p>\n
1.2. Restrictions. The Restricted Securities shall not be sold,
\nassigned, transferred or pledged except upon the conditions specified in this
\nAgreement, which conditions are intended to ensure compliance with the
\nprovisions of the Securities Act. The Investors will cause any proposed
\npurchaser, assignee, transferee or pledgee of the Restricted Securities to agree
\nto take and hold such securities subject to the provisions and upon the
\nconditions specified in this Agreement.<\/p>\n
1.3. Restrictive Legend. Each certificate representing (i) the
\nPreferred Stock, (ii) the Conversion Shares, (iii) the Common Stock, and (iv)
\nany other securities issued in respect of the securities referenced in clauses
\n(i), (ii) and (iii) upon any stock split, stock dividend, recapitalization,
\nmerger, consolidation or similar event, shall (unless otherwise permitted by the
\nprovisions of Section 1.5 below) be stamped or otherwise imprinted with a legend
\nin the following form (in addition to any legend required under applicable state
\nsecurities laws):<\/p>\n
THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR
\n INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
\n 1933, AS AMENDED. SUCH SHARES MAY NOT BE SOLD, TRANSFERRED OR PLEDGED
\n IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN
\n OPINION OF COUNSEL (WHICH MAY BE COUNSEL FOR THE COMPANY) REASONABLY
\n ACCEPTABLE TO IT STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM
\n THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT.<\/p>\n
THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN
\n ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE
\n SHAREHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE
\n COMPANY. THESE CONDITIONS TO TRANSFER SHALL TERMINATE ON THE 180TH
\n DAY FOLLOWING THE EFFECTIVE DATE OF THE COMPANY’S INITIAL PUBLIC
\n OFFERING.<\/p>\n
3
\n 6<\/p>\n
1.4. Consent. The Investors and each Holder consents to the Company
\nmaking a notation on its records and giving instructions to any transfer agent
\nof the Restricted Securities in order to implement the restrictions on transfer
\nestablished in this Section 1.<\/p>\n
1.5. Notice of Proposed Transfers. The holder of each certificate
\nrepresenting Restricted Securities, by acceptance thereof, agrees to comply in
\nall respects with the provisions of this Section 1. Prior to any proposed sale,
\nassignment, transfer or pledge of any Restricted Securities, unless there is in
\neffect a registration statement under the Securities Act covering the proposed
\ntransfer, the holder thereof shall give written notice to the Company of such
\nholder’s intention to effect such transfer, sale, assignment or pledge. Each
\nsuch notice shall describe the manner and circumstances of the proposed
\ntransfer, sale, assignment or pledge in sufficient detail, and shall be
\naccompanied at such holder’s expense by either (i) a written opinion of legal
\ncounsel who shall, and whose legal opinion shall, be reasonably satisfactory to
\nthe Company, addressed to the Company, to the effect that the proposed transfer
\nof the Restricted Securities may be effected without registration under the
\nSecurities Act, (ii) a “no action” letter from the Commission to the effect that
\nthe transfer of such securities without registration will not result in a
\nrecommendation by the staff of the Commission that action be taken with respect
\nthereto, or (iii) any other evidence reasonably satisfactory to counsel to the
\nCompany, whereupon the holder of such Restricted Securities shall be entitled to
\ntransfer such Restricted Securities in accordance with the terms of the notice
\ndelivered by the holder to the Company. The Company will not require such a
\nlegal opinion or “no action” letter in any transaction which counsel to the
\nCompany reasonably concludes is in compliance with Rule 144. Each certificate
\nevidencing the Restricted Securities transferred as above provided shall bear,
\nexcept if such transfer is made to a person or entity not affiliated with the
\nCompany pursuant to Rule 144, the appropriate restrictive legend set forth in
\nSection 1.3 above, except that such certificate shall not bear such restrictive
\nlegend if, in the opinion of counsel for such holder and the Company, such
\nlegend is not required in order to establish compliance with any provisions of
\nthe Securities Act.<\/p>\n
1.6. Requested Registration.<\/p>\n
(a) Request for Registration. If the Company shall receive a
\nwritten request from the Initiating Holders that the Company effect any
\nregistration, qualification or compliance with respect to all or any portion of
\nthe issued and issuable Registrable Securities and having an anticipated
\naggregate offering price of such registration, qualification or compliance, net
\nof standard underwriting discounts, of not less than $5,000,000, the Company
\nwill:<\/p>\n
(i) promptly give twenty (20) days prior written notice of
\nthe proposed registration, qualification or compliance to all other Holders; and<\/p>\n
(ii) as soon as practicable, use its best efforts to effect
\nsuch registration, qualification or compliance (including, without limitation,
\nthe execution of an undertaking to file post-effective amendments, appropriate
\nqualification under applicable blue<\/p>\n
4
\n 7<\/p>\n
sky or other state securities laws and appropriate compliance with applicable
\nregulations issued under the Securities Act and any other governmental
\nrequirements or regulations) as may be so requested and as would permit or
\nfacilitate the sale and distribution of all or such portion of such Registrable
\nSecurities as are specified in such request, together with all or such portion
\nof the Registrable Securities of any Holder or Holders joining in such request
\nas are specified in a written request received by the Company within thirty (30)
\ndays after receipt of such written notice from the Company; provided, however,
\nthat the Company shall not be obligated to take any action to effect any such
\nregistration, qualification or compliance pursuant to this Section 1.6:<\/p>\n
(1) In any particular jurisdiction in which the Company
\nwould be required to execute a general consent to service of process in
\neffecting such registration, qualification or compliance unless the Company is
\nalready subject to service in such jurisdiction and except as may be required by
\nthe Securities Act;<\/p>\n
(2) Prior to the earlier of (a) six (6) months
\nfollowing the effective date of the Initial Public Offering or (b) May 15, 2005;<\/p>\n
(3) During the period starting with the date sixty (60)
\ndays prior to the Company’s estimated date of filing of, and ending on the date
\nthree (3) months immediately following the effective date of, any registration
\nstatement pertaining to securities of the Company (other than a registration of
\nsecurities in a Rule 145 transaction or with respect to an employee benefit
\nplan), provided that the Company is actively employing in good faith all
\nreasonable efforts to cause such registration statement to become effective and
\nthat the Company’s estimate of the date of filing such registration statement is
\nmade in good faith;<\/p>\n
(4) After the Company has effected one (1) such
\nregistrations pursuant to this subparagraph 1.6(a) and such registration has
\nbeen declared or ordered effective; or<\/p>\n
(5) If the Company shall furnish to such Holders a
\ncertificate, signed by the President of the Company, stating that in the good
\nfaith judgment of the Board of Directors it would be seriously detrimental to
\nthe Company or its shareholders for a registration statement to be filed in the
\nnear future, then the Company’s obligation to use its best efforts to register,
\nqualify or comply under this Section 1.6 shall be deferred for a period not to
\nexceed one hundred twenty (120) days from the date of receipt of written request
\nfrom the Initiating Holders; provided, however, that the Company may not utilize
\nthis right more than once.<\/p>\n
Subject to the foregoing clauses (1) through (6), the Company shall file
\na registration statement covering the Registrable Securities so requested to be
\nregistered as soon as practicable after receipt of the request or requests of
\nthe Initiating Holders.<\/p>\n
(b) Underwriting. In the event that a registration pursuant to
\nSection 1.6 is for a registered public offering involving an underwriting, the
\nCompany shall so advise the Holders as part of the notice given pursuant to
\nSection 1.6(a)(i). The right of any<\/p>\n
5
\n 8<\/p>\n
Holder to registration pursuant to Section 1.6 shall be conditioned upon such
\nHolder’s participation in the underwriting arrangements required by this Section
\n1.6(b) and the inclusion of such Holder’s Registrable Securities in the
\nunderwriting, to the extent requested, to the extent provided herein.<\/p>\n
The Company shall (together with all Holders proposing to distribute
\ntheir securities through such underwriting) enter into an underwriting agreement
\nin customary form with the managing underwriter selected for such underwriting
\nby the Initiating Holders (which managing underwriter shall be reasonably
\nacceptable to the Company). Notwithstanding any other provision of this Section
\n1.6, if the managing underwriter advises the Initiating Holders in writing that
\nmarketing factors require a limitation of the number of shares to be
\nunderwritten, then the Company shall so advise all Holders of Registrable
\nSecurities and the number of shares of Registrable Securities that may be
\nincluded in the registration and underwriting shall be allocated among all
\nHolders thereof in proportion, as nearly as practicable, to the respective
\namounts of Registrable Securities held by such Holders at the time of filing the
\nregistration statement, provided, however, that the number of shares of
\nRegistrable Securities to be included in such underwriting shall not be reduced
\nunless all other securities are first entirely excluded from the underwriting.
\nNo Registrable Securities excluded from the underwriting by reason of the
\nunderwriter’s marketing limitation shall be included in such registration. To
\nfacilitate the allocation of shares in accordance with the above provisions, the
\nCompany or the underwriters may round the number of shares allocated to any
\nHolder to the nearest 100 shares.<\/p>\n
If any Holder of Registrable Securities disapproves of the terms of the
\nunderwriting, such person may elect to withdraw therefrom by written notice to
\nthe Company, the managing underwriter and the Initiating Holders. The
\nRegistrable Securities and\/or other securities so withdrawn shall also be
\nwithdrawn from registration, and such Registrable Securities shall not be
\ntransferred in a public distribution prior to ninety (90) days after the
\neffective date of such registration.<\/p>\n
1.7. Company Registration.<\/p>\n
(a) Notice of Registration. If at any time or from time to time,
\nthe Company shall determine to register any of its securities, either for its
\nown account or the account of a security holder or holders other than (i) a
\nregistration relating solely to employee benefit plans, or (ii) a registration
\nrelating solely to a Commission Rule 145 transaction, the Company will:<\/p>\n
(i) promptly give to each Holder twenty (20) days prior
\nwritten notice thereof; and<\/p>\n
(ii) include in such registration (and any related
\nqualification under blue sky laws or other compliance), and in any underwriting
\ninvolved therein, all the Registrable Securities specified in a written request
\nor requests made within fifteen (15) days after receipt of such written notice
\nfrom the Company by any Holder, but only to the extent that such inclusion will
\nnot diminish the number of securities included by holders of the Company’s
\nsecurities who have demanded such registration.<\/p>\n
(b) Underwriting. If the registration of which the Company gives
\nnotice is for a registered public offering involving an underwriting, the
\nCompany shall so advise<\/p>\n
6
\n 9
\nthe Holders as a part of the written notice given pursuant to Section
\n1.7(a)(i). In such event, the right of any Holder to registration pursuant to
\nSection 1.7 shall be conditioned upon such Holder’s participation in such
\nunderwriting and the inclusion of Registrable Securities in the underwriting to
\nthe extent provided herein. All Holders proposing to distribute their securities
\nthrough such underwriting shall (together with the Company and the other holders
\ndistributing their securities through such underwriting) enter into an
\nunderwriting agreement in customary form with the managing underwriter selected
\nfor such underwriting by the Company. Notwithstanding any other provision of
\nthis Section 1.7, if the managing underwriter determines that marketing factors
\nrequire a limitation of the number of shares to be underwritten, the managing
\nunderwriter may limit the number of Registrable Securities to be included in the
\nregistration and underwriting (up to the exclusion of all Registrable Securities
\nin the event of the Company’s Initial Public Offering), on a pro rata basis
\nbased on the total number of securities (including, without limitation,
\nRegistrable Securities) entitled to registration pursuant to registration rights
\ngranted to the participating Holders by the Company; provided, however, that if
\nsuch offering is not the initial offering of shares to the public, no such
\nreduction may reduce the number of securities being sold by the Holders to less
\nthan twenty-five percent (25%) of the shares being sold in such offering. To
\nfacilitate the allocation of shares in accordance with the above provisions, the
\nCompany or the underwriters may round the number of shares allocated to any
\nHolder or other holder to the nearest 100 shares. If any Holder or other holder
\ndisapproves of the terms of any such underwriting, he or she may elect to
\nwithdraw therefrom by written notice to the Company and the managing
\nunderwriter. Any securities excluded or withdrawn from such underwriting shall
\nbe withdrawn from such registration, and shall not be transferred in a public
\ndistribution prior to ninety (90) days after the effective date of the
\nregistration statement relating thereto. For any Holder that is a partnership or
\ncorporation, the partners, retired partners and shareholders of such Holder, or
\nthe estates and family members of any such partners and retired partners and any
\ntrusts for the benefit of any of the foregoing persons shall be deemed to be a
\nsingle “Holder,” and any pro rata reduction with respect to such “Holder” shall
\nbe based upon the aggregate amount of shares carrying registration rights owned
\nby all entities and individuals included in such “Holder,” as defined in this
\nsentence.<\/p>\n
(c) Right to Terminate Registration. The Company shall have the
\nright to terminate or withdraw any registration initiated by it under this
\nSection 1.7 prior to the effectiveness of such registration, whether or not any
\nHolder has elected to include securities in such registration.<\/p>\n
1.8. Registration on Form S-3.<\/p>\n
(a) If any Initiating Holders request in writing that the
\nCompany file a registration statement on Form S-3 (or any successor form to Form
\nS-3) for a public offering of shares of the Registrable Securities, the
\nreasonably anticipated aggregate price to the public of which, net of
\nunderwriting discounts and commissions, would exceed $1,500,000, and the Company
\nis a registrant entitled to use Form S-3 to register the Registrable Securities
\nfor such an offering, the Company shall use its best efforts to cause such
\nRegistrable Securities to be registered for the offering on such form. The
\nCompany will (i) promptly give written notice of the proposed registration to
\nall other Holders, and (ii) as soon as practicable, use its best efforts to
\neffect such registration (including, without limitation, the execution of an
\nundertaking to file<\/p>\n
7
\n 10<\/p>\n
post-effective amendments, appropriate qualification under applicable blue sky
\nor other state securities laws and appropriate compliance with applicable
\nregulations issued under the Securities Act and any other governmental
\nrequirements or regulations) as may be so requested and as would permit or
\nfacilitate the sale and distribution of all or such portion of such Registrable
\nSecurities as are specified in such request, together with all or such portion
\nof the Registrable Securities of any Holder or Holders joining in such request
\nas are specified in a written request received by the Company within thirty (30)
\ndays after receipt of such written notice from the Company.<\/p>\n
(b) Notwithstanding the foregoing, the Company shall not be
\nobligated to take any action pursuant to this Section 1.8: (i) in any particular
\njurisdiction in which the Company would be required to execute a general consent
\nto service of process in effecting such registration, qualification or
\ncompliance unless the Company is already subject to service in such jurisdiction
\nand except as may be required by the Securities Act; (ii) during the period
\nstarting with the date sixty (60) days prior to the Company’s estimated date of
\nfiling of, and ending on the date six (6) months immediately following the
\neffective date of, a registration statement (other than with respect to a
\nregistration statement relating to a Rule 145 transaction, an offering solely to
\nemployees or any other registration which is not appropriate for the
\nregistration of Registrable Securities), provided that the Company is actively
\nemploying in good faith all reasonable efforts to cause such registration
\nstatement to become effective; (iii) if the Company has effected a registration
\npursuant to this subsection 1.8 within the prior 12 months; (iv) if the
\nanticipated aggregate offering price of such registration is less than
\n$1,500,000; or (v) if the Company shall furnish to such Holder a certificate
\nsigned by the President of the Company stating that, in the good faith judgment
\nof the Board of Directors, it would be seriously detrimental to the Company or
\nits shareholders for registration statements to be filed in the near future,
\nthen the Company’s obligation to use its best efforts to file a registration
\nstatement shall be deferred for a period not to exceed ninety (90) days from the
\nreceipt of the request to file such registration by such Holder or Holders.<\/p>\n
1.9. Limitations on Subsequent Registration Rights. From and after
\nthe date hereof, the Company shall not, without the consent of the holders of a
\nmajority of the then outstanding Registrable Securities, enter into any
\nagreement granting any holder or prospective holder of any securities of the
\nCompany registration rights with respect to such securities which such new
\nregistration rights, including standoff obligations, are superior to the
\nregistration rights granted Holders hereunder.<\/p>\n
1.10. Expenses of Registration. All Registration Expenses incurred in
\nconnection with any registration pursuant to Sections 1.6, 1.7 and 1.8 and the
\nreasonable cost of one special legal counsel to represent all of the Holders
\ntogether in any such registration shall be borne by the Company. If a
\nregistration proceeding is begun upon the request of Initiating Holders pursuant
\nto Section 1.6, but such request is subsequently withdrawn, then the Holders of
\nRegistrable Securities to have been registered may either: (i) bear all
\nRegistration Expenses of such proceeding, pro rata on the basis of the number of
\nshares to have been registered, in which case the Company shall be deemed not to
\nhave effected a registration pursuant to subparagraph 1.6(a) of this Agreement;
\nor (ii) require the Company to bear all Registration Expenses of such
\nproceeding, in which case the Company shall be deemed to have effected a <\/p>\n
8
\n 11
\nregistration pursuant to subparagraph 1.6(a) of this Agreement. Notwithstanding
\nthe foregoing, however, if at the time of the withdrawal, the Holders have
\nlearned of a material adverse change in the condition, business or prospects of
\nthe Company from that known to the Holders at the time of their request, then
\nthe Holders shall not be required to pay any of said Registration Expenses. In
\nsuch case, the Company shall be deemed not to have effected a registration
\npursuant to subparagraph 1.6(a) of this Agreement. Unless otherwise stated, all
\nother Selling Expenses relating to securities registered on behalf of the
\nHolders shall be borne by the Holders of the registered securities included in
\nsuch registration pro rata on the basis of the number of shares so registered.<\/p>\n
1.11. Registration Procedures. In the case of each registration,
\nqualification or compliance effected by the Company pursuant to this Section 1,
\nthe Company will keep each Holder advised in writing as to the initiation of
\neach registration, qualification and compliance and as to the completion
\nthereof. At its expense the Company will:<\/p>\n
(a) Prepare and file with the Commission a registration
\nstatement with respect to such securities and use its best efforts to cause such
\nregistration statement to become and remain effective for at least one hundred
\neighty (180) days or until the distribution described in the registration
\nstatement has been completed; and<\/p>\n
(b) Prepare and file with the Commission 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 Securities Act with respect to the disposition of all
\nsecurities covered by such registration statement.<\/p>\n
(c) Furnish to the Holders participating in such registration
\nand to the underwriters of the securities being registered such reasonable
\nnumber of copies of the registration statement, preliminary prospectus, final
\nprospectus and such other documents as such underwriters may reasonably request
\nin order to facilitate the public offering of such securities.<\/p>\n
(d) Use its best efforts to register and qualify the securities
\ncovered by such registration statement under such other securities laws of such
\njurisdictions as shall be reasonably requested by the Holders; provided that the
\nCompany shall not be required in connection therewith or as a condition thereto
\nto qualify to do business or to file a general consent to service of process in
\nany such states or jurisdictions, unless the Company is already subject to
\nservice in such jurisdiction and except as may be required by the Securities
\nAct.<\/p>\n
(e) In the event of any underwritten public offering, enter
\ninto and perform its obligations under an underwriting agreement, in usual and
\ncustomary form, with the managing underwriter of such offering. Each Holder
\nparticipating in such underwriting shall also enter into and perform its
\nobligations under such an agreement.<\/p>\n
(f) Notify each Holder of Registrable Securities covered by
\nsuch registration statement at any time when a prospectus relating thereto is
\nrequired to be delivered under the Securities Act of the happening of any event
\nas a result of which the prospectus <\/p>\n
9
\n 12
\nincluded in such registration statement, as then in effect, includes an untrue
\nstatement of a material fact or omits to state a material fact required to be
\nstated therein or necessary to make the statements therein not misleading in the
\nlight of the circumstances then existing.<\/p>\n
(g) Cause all such Registrable Securities registered pursuant
\nhereunder to be listed on each securities exchange or market system on which
\nsimilar securities issued by the Company are then listed.<\/p>\n
(h) Provide a transfer agent and registrar for all Registrable
\nSecurities registered pursuant hereunder and a CUSIP number for all such
\nRegistrable Securities, in each case not later than the effective date of such
\nregistration.<\/p>\n
(i) Use its best efforts to furnish, at the request of any
\nHolder requesting registration of Registrable Securities pursuant to this
\nSection 1, on the date that such Registrable Securities are delivered to the
\nunderwriters for sale in connection with a registration pursuant to this Section
\n1, if such securities are being sold through underwriters, or, if such
\nsecurities are not being sold through underwriters, on the date that the
\nregistration statement with respect to such securities becomes effective, (i) an
\nopinion, dated such date, of the counsel representing the Company for the
\npurposes of such registration, in form and substance as is customarily given to
\nunderwriters in an underwritten public offering, addressed to the underwriters,
\nif any, and to the Holders requesting registration of Registrable Securities and
\n(ii) a letter dated such date, from the independent certified public accountants
\nof the Company, in form and substance as is customarily given by independent
\ncertified public accountants to underwriters in an underwritten public offering,
\naddressed to the underwriters, if any, and to the Holders requesting
\nregistration of Registrable Securities.<\/p>\n
1.12. Indemnification.<\/p>\n
(a) The Company will indemnify each Holder, each of its
\nofficers and directors and partners, and each person controlling such Holder
\nwithin the meaning of Section 15 of the Securities Act, with respect to which
\nregistration, qualification or compliance has been effected pursuant to this
\nSection 1, against all expenses, claims, losses, damages or liabilities (or
\nactions in respect thereof), including any of the foregoing incurred in
\nsettlement of any litigation, commenced or threatened, arising out of or based
\non any untrue statement (or alleged untrue statement) of a material fact
\ncontained in any registration statement, prospectus, preliminary prospectus,
\noffering circular or other document, or any amendment or supplement thereto,
\nincident to any such registration, qualification or compliance, or based on any
\nomission (or alleged omission) to state therein a material fact required to be
\nstated therein or necessary to make the statements therein, in light of the
\ncircumstances in which they were made, not misleading, or any violation or any
\nalleged violation by the Company of any rule or regulation promulgated under the
\nSecurities Act or the Exchange Act or any state securities law applicable to the
\nCompany in connection with any such registration, qualification or compliance,
\nand the Company will reimburse each such Holder, each of its officers and
\ndirectors, and each person controlling such Holder, each such underwriter and
\neach person who controls any such underwriter, for any legal and any other
\nexpenses reasonably incurred in connection with investigating, preparing or
\ndefending any such claim, loss, damage, liability or action, as such <\/p>\n
10
\n 13
\nexpenses are incurred, provided that the Company will not be liable in any such
\ncase to the extent that any such claim, loss, damage, liability or expense
\narises out of or is based on any untrue statement or omission or alleged untrue
\nstatement or omission, made in reliance upon and in conformity with written
\ninformation furnished to the Company by an instrument duly executed by such
\nHolder or controlling person and stated to be specifically for use therein.<\/p>\n
(b) Each Holder will, if Registrable Securities held by such
\nHolder are included in the securities as to which such registration,
\nqualification or compliance is being effected, indemnify the Company, each of
\nits directors and officers, each person who controls the Company within the
\nmeaning of Section 15 of the Securities Act, and each other such Holder, each of
\nits officers and directors and each person controlling such Holder within the
\nmeaning of Section 15 of the Securities Act, against all claims, losses, damages
\nand liabilities (or actions in respect thereof) arising out of or based on any
\nuntrue statement (or alleged untrue statement) of a material fact contained in
\nany such registration statement, prospectus, offering circular or other
\ndocument, or any omission (or alleged omission) to state therein a material fact
\nrequired to be stated therein or necessary to make the statements therein not
\nmisleading, and will reimburse the Company, such Holders, such directors,
\nofficers, persons or control persons for any legal or any other expenses
\nreasonably incurred in connection with investigating or defending any such
\nclaim, loss, damage, liability or action, as such expenses are incurred, in each
\ncase to the extent, but only to the extent, that such untrue statement (or
\nalleged untrue statement) or omission (or alleged omission) is made in such
\nregistration statement, prospectus, offering circular or other document in
\nreliance upon and in conformity with written information furnished to the
\nCompany by an instrument duly executed by such Holder and stated to be
\nspecifically for use therein; provided, however, that the indemnity agreement
\ncontained in this Subsection 1.12(b) shall not apply to amounts paid in
\nsettlement of any such loss, claim, damage, liability or action if such
\nsettlement is effected without the consent of the Holder, which consent shall
\nnot be unreasonably withheld; and provided further, that the total amounts
\npayable in indemnity by a Holder under this Subsection 1.12(b) in respect of any
\nclaim, loss, damage, liability or action, shall not exceed the net proceeds
\nreceived by such Holder in the registered offering out of which such claim,
\nloss, damage, liability or action arises.<\/p>\n
(c) Each party entitled to indemnification under this Section
\n1.12 (the “Indemnified Party”) shall give notice to the party required to
\nprovide indemnification (the “Indemnifying Party”) promptly after such
\nIndemnified Party has actual knowledge of any claim as to which indemnity may be
\nsought, and shall permit the Indemnifying Party to assume the defense of any
\nsuch claim or any litigation resulting therefrom, provided that counsel for the
\nIndemnifying Party, who shall conduct the defense of such claim or litigation,
\nshall be approved by the Indemnified Party (whose approval shall not
\nunreasonably be withheld), and the Indemnified Party may participate in such
\ndefense at such party’s expense; 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 of any Indemnified Party to give notice
\nas provided herein shall not relieve the Indemnifying Party of its obligations
\nunder this Section 1 unless the <\/p>\n
11
\n 14
\nfailure to give such notice is materially prejudicial to an Indemnifying Party’s
\nability to defend such action, but the omission so to deliver written notice to
\nthe indemnifying party will not relieve it of any liability that it may have to
\nany indemnified party otherwise than under this Section 1.12. No Indemnifying
\nParty, in the defense of any such claim or litigation, shall, except with the
\nconsent of each Indemnified Party, consent to entry of any judgment or enter
\ninto any settlement which does not include as an unconditional term thereof the
\ngiving by the claimant or plaintiff to such Indemnified Party of a release from
\nall liability in respect to such claim or litigation.<\/p>\n
1.13. Information from Holder. The Holder or Holders of Registrable
\nSecurities included in any registration shall furnish to the Company such
\ninformation regarding such Holder or Holders, the Registrable Securities held by
\nthem and the distribution proposed by such Holder or Holders as the Company may
\nrequest in writing and as shall be required in connection with any registration,
\nqualification or compliance referred to in this Section 1.<\/p>\n
1.14. Rule 144 Reporting. With a view to making available the
\nbenefits of certain rules and regulations of the Commission which may at any
\ntime permit the sale of the Restricted Securities to the public without
\nregistration, after such time as a public market exists for the Common Stock of
\nthe Company, the Company agrees to use its best efforts to:<\/p>\n
(a) Make and keep public information available, as those terms
\nare understood and defined in Rule 144 at all times after the effective date
\nthat the Company becomes subject to the reporting requirements of the Securities
\nAct or the Exchange Act; and<\/p>\n
(b) File with the Commission in a timely manner all reports and
\nother documents required of the Company under the Securities Act and the
\nExchange Act (at any time after it has become subject to such reporting
\nrequirements).<\/p>\n
(c) So long as Holder owns any Registrable Securities, to
\nfurnish to the Holder forthwith upon request a written statement by the Company
\nas to its compliance with the reporting requirements of said Rule 144 (at any
\ntime after 90 days after the effected date of the first registration statement
\nfiled by the Company for an offering of its securities to the general public),
\nand of the Securities Act and the 1934 Act (at any time after it has become
\nsubject to the reporting requirements of the 1934 Act), a copy of the more
\nrecent annual or quarterly report of the Company, and such other reports and
\ndocuments of the Company as a Holder may reasonably in availing itself of any
\nrule or regulation of the Commission allowing a Holder to sell any such
\nsecurities without registration (at any time after the Company has become
\nsubject to the reporting requirements of the 1934 Act).<\/p>\n
1.15. Transfer of Registration Rights. The rights to cause the
\nCompany to register securities granted Holders under Sections 1.6, 1.7 and 1.8
\nmay be assigned to a transferee or assignee reasonably acceptable to the Company
\nin connection with any transfer or assignment of Registrable Securities by a
\nHolder; provided that (a) such transfer may otherwise be effected in accordance
\nwith applicable securities laws, (b) notice of such assignment is given to the
\nCompany, and (c) such transferee or assignee (i) is a wholly-owned subsidiary or
\nconstituent partner (including limited partners, retired partners, spouses and
\nancestors, lineal <\/p>\n
12
\n 15
\ndescendants and siblings of such partners or spouses who acquire Registrable
\nSecurities by gift, will or intestate succession) of such Holder, or (ii)
\nacquires from such Holder at least 500,000 shares of Common Stock, Preferred
\nStock, Conversion Shares or Registrable Securities (as appropriately adjusted
\nfor stock splits and the like), (d) if the proposed transferee is a competitor
\nof the Company, the consent of the Company shall be required.<\/p>\n
1.16. Standoff Agreement. Each Holder agrees in connection with any
\nregistration of the Company’s securities (other than a registration of
\nsecurities in a Rule 145 transaction or with respect to an employee benefit
\nplan), upon request of the Company or the underwriters managing any underwritten
\noffering of the Company’s securities, not to sell, make any short sale of, loan,
\npledge (or otherwise encumber or hypothecate), grant any option for the purchase
\nof, or otherwise directly or indirectly dispose of any Registrable Securities
\n(other than those included in the registration) without the prior written
\nconsent of the Company and such managing underwriters for 180 days following the
\neffective date of the registration statement for such offering; provided,
\nhowever, that the Holders shall not be subject to such lockup unless the then
\ncurrent key employees, officers and directors of the Company who own stock of
\nthe Company shall also be bound by such restrictions.<\/p>\n
1.17. Termination of Registration Rights. The rights of any
\nparticular Holder to cause the Company to register securities under Sections
\n1.6, 1.7 and 1.8 shall terminate with respect to such Holder after the earlier
\nof either (i) the fifth anniversary of the effective date of the Company’s
\nInitial Public Offering or (ii) such date when all remaining Registrable
\nSecurities held or entitled to be held by such Holder may be sold in reliance on
\nRule 144 promulgated under the Securities Act during any ninety day period.<\/p>\n
SECTION 2.<\/p>\n
Affirmative Covenants of the Company<\/p>\n
The Company hereby covenants and agrees as follows:<\/p>\n
2.1 Financial Information. The Company will furnish the following
\nreports:<\/p>\n
(a) To each Investor, as soon as practicable after the end of
\neach fiscal year, and in any event within ninety (90) days thereafter, audited
\nconsolidated balance sheets of the Company and its subsidiaries, if any, as of
\nthe end of such fiscal year, and consolidated statements of income and cash
\nflows of the Company and its subsidiaries, if any, for such year, prepared in
\naccordance with generally accepted accounting principles and setting forth in
\neach case in comparative form the figures for the previous fiscal year, all in
\nreasonable detail and certified by independent public accountants of national
\nstanding selected by the Company; and<\/p>\n
(b) As soon as practicable, but in any event within forty-five
\n(45) days after the end of each of the first three (3) quarters of each fiscal
\nyear of the Company, unaudited balance sheets of the Company and its
\nsubsidiaries, if any, as of the end of each such quarter, and consolidated
\nstatements of income and cash flows of the Company and its subsidiaries, if any,
\nfor each such quarter, all prepared in accordance with generally accepted
\naccounting principles; and<\/p>\n
13
\n 16<\/p>\n
(c) Furnish to such Investor as soon as practicable, and in any
\ncase within forty-five (45) days after the end of each calendar month (except
\nthe last month of the Company’s fiscal year), monthly unaudited financial
\nstatements, including an unaudited Balance Sheet, an unaudited Statement of
\nIncome and an unaudited Statement of Cash Flows, together with a comparison to
\nthe Company’s operating plan and budget and statements of the Chief Financial
\nOfficer of the Company explaining any significant differences in the statements
\nfrom the Company’s operating plan and budget for the month covered and stating
\nthat such statements fairly present the consolidated financial position and
\nconsolidated financial results of the Company for the month covered; and<\/p>\n
(d) The Company shall also furnish to such Investor, within a
\nreasonable time of its preparation, amendments to the annual budget, if any.<\/p>\n
2.2. Inspection. The Company shall permit an Investor holding at
\nleast 50,000 or more Registrable Shares, at such Investor’s expense, to visit
\nand inspect the Company’s properties, to examine its books of account and
\nrecords and to discuss the Company’s affairs, finances and accounts with its
\nofficers, all at such reasonable times as may be requested by such Investor;
\nprovided, however, that the Company shall not be obligated pursuant to this
\nSection 2.2 to provide access to any information which it reasonably considers
\nto be a trade secret or similar confidential information.<\/p>\n
2.3. Assignment of Rights to Financial Information. The rights
\ngranted pursuant to Section 2.1 may be assigned by an Investor to a third party
\nwho acquires at least 50,000 Registrable Shares (as adjusted for any stock
\nsplits, consolidations and the like) from such Investor and who is not a
\ncompetitor, or affiliated in any manner with a competitor, of the Company,
\nprovided that the Company receives notice twenty (20) days prior to such
\nassignment.<\/p>\n
2.4. Termination of Covenants. The covenants set forth in Sections
\n2.1 through 2.3 shall terminate on, and be of no further force or effect after,
\nthe closing of the Initial Public Offering.<\/p>\n
SECTION 3<\/p>\n
Miscellaneous<\/p>\n
3.1. Assignment. Except as otherwise provided herein, the terms and
\nconditions of this Agreement shall inure to the benefit of and be binding upon
\nthe respective successors and assigns of the parties hereto.<\/p>\n
3.2. Third Parties. Nothing in this Agreement, express or implied, is
\nintended to confer upon any party, other than the parties hereto, and their
\nrespective successors and assigns, any rights, remedies, obligations or
\nliabilities under or by reason of this Agreement, except as expressly provided
\nherein.<\/p>\n
14
\n 17<\/p>\n
3.3. Additional Purchasers. Any additional purchasers of shares of
\nthe Company’s Series A Preferred Stock allowed under the terms of the Stock
\nPurchase Agreement shall become a party to this Agreement by signing a
\ncounterpart hereof, and shall thereupon be considered an Investor hereunder, and
\neach party to this Agreement consents thereto. Any other person or entity shall
\nbecome a party to this Agreement as an Investor, with the written consent of the
\nCompany and of Holders of a majority of the Registrable Securities, by signing a
\ncounterpart hereof and shall thereupon be considered an Investor hereunder and
\neach party to this Agreement consents thereto. The Company shall promptly
\ndeliver to each party an amended list which includes the additional Investors.<\/p>\n
3.4. Governing Law. This Agreement shall be governed by and construed
\nunder the laws of the State of California.<\/p>\n
3.5. Counterparts. This Agreement may be executed in two or more
\ncounterparts, each of which shall be deemed an original, but all of which
\ntogether shall constitute one and the same instrument.<\/p>\n
3.6. Notices. Any notice required or permitted by this Agreement
\nshall be in writing and shall be sent by prepaid registered or certified mail,
\nreturn receipt requested, addressed to the other party at the address shown
\nbelow or at such other address for which such party gives notice hereunder. Such
\nnotice shall be deemed to have been given three (3) days after deposit in the
\nmail.<\/p>\n
Company: Bay Area Multimedia, Inc.
\n 333 West Santa Clara Street, Suite 950
\n San Jose, California 95113
\n Attn.: Raymond C. Musci<\/p>\n
With copy to: Doty Sundheim & Gilmore
\n 260 Sheridan Avenue, Suite 200
\n Palo Alto, CA 94306
\n Attn: George M. Sundheim, III<\/p>\n
3.7. Severability. If one or more provisions of this Agreement are
\nheld to be unenforceable under applicable law, portions of such provisions, or
\nsuch provisions in their entirety, to the extent necessary, shall be severed
\nfrom this Agreement, and the balance of this Agreement shall be enforceable in
\naccordance with its terms.<\/p>\n
3.8. Amendment and Waiver. Any provision of this Agreement may be
\namended with the written consent of the Company and the Holders of more than
\n(50%) of the issued and issuable Registrable Securities. Any amendment or waiver
\neffected in accordance with this paragraph shall be binding upon each Holder and
\nthe Company. In addition, the Company may waive performance of any obligation
\nowing to it, as to some or all of the Holders, or agree to accept alternatives
\nto such performance, without obtaining the consent of any Holder. In the event
\nthat an underwriting agreement is entered into between the Company and any<\/p>\n
15
\n 18<\/p>\n
Holder, and such underwriting agreement contains terms differing from this
\nAgreement, as to any such Holder the terms of such underwriting agreement shall
\ngovern.<\/p>\n
3.9. Effect of Amendment or Waiver. The Holders and their successors
\nand assigns acknowledge that by the operation of Section 3.10 hereof the Holders
\nof more than fifty percent (50%) of the issued and issuable Registrable
\nSecurities, acting in conjunction with the Company, will have the right and
\npower to diminish or eliminate any or all rights or increase any or all
\nobligations pursuant to this Agreement.<\/p>\n
3.10. Rights of Holders. Each Holder shall have the absolute right to
\nexercise or refrain from exercising any right or rights that such Holder may
\nhave by reason of this Agreement, including, without limitation, the right to
\nconsent to the waiver or modification of any obligation under this Agreement,
\nand such Holder shall not incur any liability to any other holder of any
\nsecurities of the Company as a result of exercising or refraining from
\nexercising any such right or rights.<\/p>\n
3.11. Delays or Omissions. No delay or omission to exercise any
\nright, power or remedy accruing to any party to this Agreement, upon any breach
\nor default of the other party, shall impair any such right, power or remedy of
\nsuch non-breaching party nor shall it be construed to be a waiver of any such
\nbreach or default, or an acquiescence therein, or of or in any similar breach or
\ndefault thereafter occurring; nor shall any waiver of any single breach or
\ndefault be deemed a waiver of any other breach or default theretofore or
\nthereafter occurring. Any waiver, permit, consent or approval of any kind or
\ncharacter on the part of any party of any breach or default under this
\nAgreement, or any waiver on the part of any party of any provisions or
\nconditions of this Agreement, must be made in writing and shall be effective
\nonly to the extent specifically set forth in such writing. All remedies, either
\nunder this Agreement, or by law or otherwise afforded to any holder, shall be
\ncumulative and not alternative.<\/p>\n
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
\ndate first above written.<\/p>\n
COMPANY:<\/p>\n
BAY AREA MULTIMEDIA, INC.<\/p>\n
By: \/s\/ RAYMOND C. MUSCI
\n ———————————-
\n Raymond C. Musci, President<\/p>\n
16
\n 19<\/p>\n
COUNTERPART SIGNATURE PAGE Bay Area Multimedia, Inc.
\n INVESTOR RIGHTS AGREEMENT<\/p>\n
INVESTOR:
\nIf the signatory is an individual, please
\nsign and print your name to the right and
\nprint your address below.
\n ——————————
\n (Printed Name)<\/p>\n
Address:
\n ——————————
\n———————————— Signature(s)<\/p>\n
————————————
\n Date: , 2000
\n———————————— ————-<\/p>\n
If the signatory is an organization, please Name of Organization:
\nprint the legal name of the organization
\nand have an authorized person sign to the FIMAS, L.P.
\nright and print your address below. ——————————<\/p>\n
Address:
\n———————————— By: \/s\/ GM Sundheim III
\n —————————
\n———————————— Title: G.P.
\n ———————–
\n———————————— Date: 5\/17 , 2000
\n ————-<\/p>\n
17
\n 20<\/p>\n
COUNTERPART SIGNATURE PAGE Bay Area Multimedia, Inc.
\n INVESTOR RIGHTS AGREEMENT<\/p>\n
INVESTOR:
\nIf the signatory is an individual, please
\nsign and print your name to the right and
\nprint your address below. Anthony R. Williams
\n ——————————
\n (Printed Name)
\nAddress:
\n \/s\/ Anthony R. Williams
\n243 W 11th St. ——————————
\n———————————— Signature(s)
\nNY 10014
\n————————————
\n Date: , 2000
\n———————————— —————<\/p>\n
If the signatory is an organization, please Name of Organization:
\nprint the legal name of the organization
\nand have an authorized person sign to the
\nright and print your address below. ——————————<\/p>\n
Address:<\/p>\n
———————————— By:
\n —————————
\n———————————— Title:
\n ————————
\n———————————— Date: , 2000
\n ————–<\/p>\n
17
\n 21<\/p>\n
COUNTERPART SIGNATURE PAGE Bay Area Multimedia, Inc.
\n INVESTOR RIGHTS AGREEMENT<\/p>\n
INVESTOR:
\nIf the signatory is an individual, please
\nsign and print your name to the right and
\nprint your address below. Kevin Bermeister
\n ——————————
\n (Printed Name)
\nAddress:
\n \/s\/ Kevin Bermeister
\n6355 Topanga Canyon Blvd #120 ——————————
\n———————————— Signature(s)
\nWoodland Hills CA 91367
\n————————————
\n Date: , 2000
\n———————————— ————–<\/p>\n
If the signatory is an organization, please Name of Organization:
\nprint the legal name of the organization
\nand have an authorized person sign to the
\nright and print your address below. ——————————<\/p>\n
Address:<\/p>\n
———————————— By:
\n —————————
\n———————————— Title:
\n ————————
\n———————————— Date: , 2000
\n ————– <\/p>\n
17
\n 22<\/p>\n
COUNTERPART SIGNATURE PAGE Bay Area Multimedia, Inc.
\n INVESTOR RIGHTS AGREEMENT<\/p>\n
INVESTOR:
\nIf the signatory is an individual, please
\nsign and print your name to the right and
\nprint your address below. Robert Holmes
\n ——————————
\n (Printed Name)
\nAddress:
\n \/s\/ Robert Holmes
\n205 Asheroken Avenue ——————————
\n———————————— Signature(s)
\nNorthport, NY 11768-1120
\n————————————
\n Date: , 2000
\n———————————— ————–<\/p>\n
If the signatory is an organization, please Name of Organization:
\nprint the legal name of the organization
\nand have an authorized person sign to the
\nright and print your address below. ——————————<\/p>\n
Address:<\/p>\n
———————————— By:
\n —————————
\n———————————— Title:
\n ————————
\n———————————— Date: , 2000
\n ————–<\/p>\n
18
\n 23<\/p>\n
COUNTERPART SIGNATURE PAGE Bay Area Multimedia, Inc.
\n INVESTOR RIGHTS AGREEMENT<\/p>\n
INVESTOR:
\nIf the signatory is an individual, please
\nsign and print your name to the right and
\nprint your address below. Raymond C. Musci
\n ——————————
\n (Printed Name)
\nAddress:
\n \/s\/ Raymond C. Musci
\n20760 Monte Sunset Drive ——————————
\n———————————— Signature(s)
\nSan Jose, CA
\n————————————
\n95120 Date: , 2000
\n———————————— ————–<\/p>\n
If the signatory is an organization, please Name of Organization:
\nprint the legal name of the organization
\nand have an authorized person sign to the
\nright and print your address below. ——————————<\/p>\n
Address:<\/p>\n
———————————— By:
\n —————————
\n———————————— Title:
\n ————————
\n———————————— Date: , 2000
\n ————–<\/p>\n
19
\n 24<\/p>\n
COUNTERPART SIGNATURE PAGE Bay Area Multimedia, Inc.
\n INVESTOR RIGHTS AGREEMENT<\/p>\n
INVESTOR:
\nIf the signatory is an individual, please
\nsign and print your name to the right and
\nprint your address below. Mark Dyne
\n ——————————
\n (Printed Name)
\nAddress:
\n \/s\/ Mark Dyne
\n ——————————
\n———————————— Signature(s)<\/p>\n
————————————
\n Date: , 2000
\n———————————— ————–<\/p>\n
If the signatory is an organization, please Name of Organization:
\nprint the legal name of the organization
\nand have an authorized person sign to the
\nright and print your address below. ——————————<\/p>\n
Address:<\/p>\n
———————————— By:
\n —————————
\n———————————— Title:
\n ————————
\n———————————— Date: , 2000
\n ————–<\/p>\n
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