{"id":43819,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/investor-s-rights-agreement-redback-networks-inc-and-nokia.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"investor-s-rights-agreement-redback-networks-inc-and-nokia","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/securities\/investor-s-rights-agreement-redback-networks-inc-and-nokia.html","title":{"rendered":"Investor&#8217;s Rights Agreement &#8211; Redback Networks Inc. and Nokia Finance International BV"},"content":{"rendered":"<pre>                           INVESTOR'S RIGHTS AGREEMENT\n\n          THIS INVESTOR'S RIGHTS AGREEMENT (this \"Agreement\"), dated as of May\n                                                  ---------\n21, 2002, between REDBACK NETWORKS INC., a Delaware corporation (the \"Company\"),\n                                                                      -------\nand NOKIA FINANCE INTERNATIONAL BV, a private company with limited liability\n(besloten vennootschap met beperkte aansprakelijkheid), organized under the laws\nof The Netherlands (the \"Investor\"), and a subsidiary of Nokia Corporation, a\n                         --------\nFinnish corporation.\n\n                                    RECITALS\n\n          WHEREAS, the Company and the Investor are parties to the Common Stock\nand Warrant Purchase Agreement, dated as of May 21, 2002 (as the same may be\namended from time to time, the \"Purchase Agreement\");\n                                ------------------\n\n          WHEREAS, in order to induce the Company to approve the issuance of\ncommon stock, par value $0.0001 per share, of the Company (the \"Common Stock\"),\n                                                                ------------\nand to induce the Investor to invest funds in the Company pursuant to the\nPurchase Agreement, the Investor and the Company hereby agree to enter into this\nAgreement which shall set forth the rights of the Investor to cause the Company\nto register shares of Common Stock issued or issuable to the Investor under the\nPurchase Agreement and certain other matters as set forth herein;\n\n          NOW, THEREFORE, in consideration of the premises and the mutual\nagreements and covenants hereinafter set forth, and for good and valuable\nconsideration, the receipt and sufficiency of which is hereby acknowledged, the\nCompany and the Investor hereby agree as follows:\n\n1.   Definitions. Unless otherwise defined herein, the terms below shall have\nthe following meanings (such meanings being equally applicable to both the\nsingular and plural form of the terms defined). Capitalized terms used but not\ndefined herein shall have the meanings ascribed to them in the Purchase\nAgreement.\n\n     (a)  \"13D Group\" means any group of persons formed for the purpose of\n           ---------\nacquiring, holding, voting or disposing of Voting Stock which would be required\nunder Section 13(d) of the Exchange Act, and the rules and regulations\npromulgated thereunder, to file a statement on Schedule 13D (a \"Schedule 13D\")\n                                                                ------------\npursuant to Rule 13d-1(a) of the rules and regulations promulgated under the\nExchange Act or a Schedule 13G pursuant to Rule 13d-1(c) of the rules and\nregulations promulgated under the Exchange Act with the SEC as a \"person\" within\nthe meaning of Section 13(d)(3) of the Exchange Act if such group beneficially\nowned Voting Stock representing more than 5% of any class of Voting Stock then\noutstanding.\n\n     (b)  \"Affiliate\" means, with respect to any specified Person, any Person\n           ---------\nthat directly or indirectly through one or more intermediaries, Controls, is\nControlled by, or is under common Control with, such specified Person.\n\n     (c)  \"Business Day\" shall mean any day that is not a Saturday, a Sunday or\n           ------------\na day on which commercial banks are required or permitted by law to be closed in\nSan Jose, California or Helsinki, Finland and any days not referred to as\nBusiness Days shall be calendar days.\n\n\n\n\n* Confidential treatment has been requested for the omitted portions of this\nagreement, which request has been filed separately with the Securities and\nExchange Commission.\n\n\n\n     (d) \"Calculated Percentage\" shall mean the Investor's percentage of\n          ---------------------\nownership of the outstanding Common Stock determined by dividing (i) the number\nof shares of Common Stock held by the Investor on the determination date by (ii)\nthe number of shares of Common Stock outstanding on the determination date,\nexcluding the Excluded Securities (as defined below) with respect to which the\nInvestor did not exercise its rights to purchase shares of Common Stock pursuant\nto Section 8(b).\n\n     (e) \"Change of Control Transaction\" means any of the following: (i) any\n          -----------------------------\nsale, lease, exchange, transfer or other disposition of all or substantially all\nof the assets of the Company; or (ii) any consummation of a merger or\nconsolidation of the Company with or into another entity or any other corporate\nreorganization, if persons who were not stockholders of the Company immediately\nprior to such merger, consolidation or other reorganization own immediately\nafter such merger, consolidation or other reorganization 50% or more of the\nvoting power of the outstanding securities of each of (A) the continuing or\nsurviving entity and (B) any direct or indirect parent corporation of such\ncontinuing or surviving entity; or (iii) any transaction as a result of which\n(A) any person or entity that is a strategic investor either (1) becomes the\n\"beneficial owner\" (as defined in Rule 13d-3 under the Exchange Act), directly\nor indirectly, of securities of the Company representing greater than 50% of the\ntotal voting power represented by the Company's then outstanding voting\nsecurities or (2) becomes the \"beneficial owner\" (as defined in Rule 13d-3 under\nthe Exchange Act), directly or indirectly, of securities of the Company\nrepresenting greater than 35% of the total voting power represented by the\nCompany's then outstanding voting securities and obtains the voting power or\nright to designate a majority of the members on the Board of Directors of the\nCompany (the \"Company Board\") after such transaction is consummated or (B) any\n              -------------\nperson or entity that is a financial investor becomes the \"beneficial owner\" (as\ndefined in Rule 13d-3 under the Exchange Act), directly or indirectly, of\nsecurities of the Company representing greater than 50% of the total voting\npower represented by the Company's then outstanding voting securities and\nobtains the voting power or right to designate a majority of the members on the\nCompany Board after such transaction is consummated.\n\n     (f) \"Commercial Agreements\" has the meaning set forth in the Purchase\n          ---------------------\nAgreement.\n\n     (g) \"Control\" (including the terms \"Controlled by\" and \"under common\n          -------                        -------------       ------------\ncontrol with\", but excluding the terms \"Change of Control Transaction\" and\n------------\n\"Change of Control Notice\") means, the possession, directly or indirectly, of\nthe power to direct or cause the direction of the management and policies of a\nPerson, whether through the ownership of voting securities, as trustee or\nexecutor, by contract or otherwise, including, without limitation, the\nownership, directly or indirectly, of securities having the power to elect a\nmajority of the board of directors or similar body governing the affairs of such\nPerson.\n\n     (h) \"Exchange Act\" means the Securities Exchange Act of 1934, as amended,\n          ------------\nand the rules and regulations promulgated thereunder.\n\n\n     (i) \"Excluded Securities\" means (A) securities issued (or options or\n          -------------------\nwarrants therefor) to employees, directors, consultants, suppliers, customers or\nother business partners for the primary purpose of soliciting or retaining their\nservices, (B) securities issued pursuant to the conversion or exercise of\nconvertible or exercisable securities, (C) securities issued in connection\n\n                                      -2-\n\n\n\nwith a bona fide strategic investment by or business acquisition of or by the\nCompany, whether by merger, consolidation, sale of assets, sale or exchange of\nstock or otherwise, or (D) securities issued pursuant to equipment leases or\nsecured debt financings.\n\n     (j) \"Form S-3\" means such form under the Securities Act as in effect on the\n          --------\ndate hereof, any successor registration form or any other registration form\nunder the Securities Act subsequently adopted by the SEC that permits inclusion\nor incorporation of substantial information by reference to other documents\nfiled by the Company with the SEC.\n\n     (k) \"Holder\" means the Investor and any other person owning or having the\n          ------\nright to acquire Registrable Securities or any assignee thereof in accordance\nwith Section 2.11 hereof.\n\n     (l) \"Holder Affiliate\" has the meaning set forth in Section 2.9.\n          ----------------\n\n     (m) \"Investor Controlled Person\" shall mean any person over whom the\n          --------------------------\nInvestor exercises or has the right or ability to exercise, directly or\nindirectly, Control.\n\n     (n) \"NASD\" means the National Association of Securities Dealers, Inc., or\n          ----\nany successor entity thereof.\n\n     (o) \"Person\" means any individual, partnership, firm, corporation,\n          ------\nassociation, trust, unincorporated organization or other entity, as well as any\nsyndicate or group that would be deemed to be a person under Section 13(d)(3) of\nthe Exchange Act.\n\n     (p) \"register,\" \"registered,\" and \"registration\" refer to a registration\n          --------    ----------        ------------\neffected by preparing and filing a registration statement or similar document in\ncompliance with the Securities Act, and the declaration or ordering of\neffectiveness of such registration statement or document.\n\n     (q) \"Registrable Securities\" means (i) the shares of the Common Stock\n          ----------------------\noriginally issued under the Purchase Agreement, (ii) any shares of the Common\nStock issued upon exercise of the Warrant (as defined in the Purchase\nAgreement), (iii) any shares of Common Stock purchased by the Investor pursuant\nto its pre-emptive rights under Section 3 or its rights to purchase shares of\nCommon Stock under Section 8(b) and (c), and (iv) any Common Stock of the\nCompany issuable or issued or distributed in respect of any of the Common Stock\nidentified in clauses (i), (ii) or (iii), by way of stock dividend, stock split\nor in connection with a combination of shares, recapitalization or\nreorganization. For purposes of this Agreement, Registrable Securities shall\ncease to be Registrable Securities when a Registration Statement covering such\nRegistrable Securities has been declared effective under the Securities Act by\nthe SEC and such Registrable Securities have been disposed of pursuant to such\neffective Registration Statement.\n\n     (r) \"Registration Statement\" shall mean the Demand Registration Statement,\n          ----------------------\nthe Piggy-Back Registration Statement and\/or the Shelf Registration Statement\n(each as defined in Section 2), as the case may be.\n\n     (s) \"Rule 144\" means Rule 144 promulgated under the Securities Act.\n          --------\n\n                                      -3-\n\n\n\n     (t)  \"Sale\" means any sale, assignment, transfer, distribution or other\n           ----\ndisposition thereof or of a participation therein, or other conveyance of legal\nor beneficial interest therein, whether voluntary or by operation of law.\n\n     (u)  \"SEC\" mean the Securities and Exchange Commission.\n           ---\n\n     (v)  \"Securities Act\" means the Securities Act of 1933, as amended, and the\n           --------------\nrules and regulations promulgated thereunder.\n\n     (w)  \"Selling Expenses\" mean underwriting commissions, broker fees and\n           ----------------\ncounsel fees for the selling Holder or Holders.\n\n     (x)  \"Standstill Period\" shall mean the period beginning on the date hereof\n           -----------------\nand ending on the later of the third anniversary of the Closing and six months\nafter such time as the Calculated Percentage of the Investor and the Holder\nAffiliates ceases to be at least 5%.\n\n     (y)  \"Subsidiary\" of any Person means any corporation, partnership, limited\n           ----------\nliability company, joint venture, association or other legal entity of which\nsuch Person (either alone or together with any other Subsidiary), owns, directly\nor indirectly, more than 50% of the stock or other equity interests, the holders\nof which are generally entitled to vote for the election of the board of\ndirectors or other governing body of such corporation or other legal entity.\n\n     (z)  \"Termination Event\" means any of the following events:\n           -----------------\n\n          (i)   the Calculated Percentage of the Investor and the Holder\n     Affiliates shall cease to be at least 5%; or\n\n          (ii)  the Investor or an Affiliate of the Investor shall have acquired\n     Control of an entity, or substantially all of the assets of an entity, or\n     shall have entered into a distribution agreement with an entity, in each\n     case with the purpose of selling to customers or potential customers of the\n     Company products or services of the kind sold by the Company (\"Competitive\n                                                                    -----------\n     Products\") and, after consultation with the Investor, the Board of\n     --------\n     Directors of the Company shall have determined, in its good faith judgment,\n     that such action is materially adverse to the Company; provided, however,\n                                                            --------  -------\n     that distribution by the Investor or its Affiliates of a small volume of\n     Competitive Products outside North America for the purpose of meeting\n     unique local requirements shall not be deemed to be materially adverse to\n     the Company;\n\n          (iii) the Company shall have terminated the Commercial Agreements or\n     Amendment 6 to the System Integrator Agreement, dated the date hereof,\n     between the Company and Nokia Corporation (\"Amendment 6\") in accordance\n     with the terms thereof, as a result of a breach by Investor that was not\n     cured in accordance with the applicable Commercial Agreement or Amendment\n     6; or\n\n          (iv)  Investor fails to purchase the minimum levels of Internal Use\n     Equipment as set forth in the Commercial Agreement or Amendment 6 or\n     Investor's purchases fail to represent [*] and, after Investor has had an\n     opportunity to consult with the Company, the Board of Directors of the\n     Company shall have determined, in its good faith judgment, that\n     notwithstanding any technology cooperation projects with Investor, it is no\n     longer in the Company's best interest to have Investor's representative as\n     a member of the Company's Board of Directors.\n\n     (aa) \"Voting Stock\" shall mean shares of Common Stock and any other\n           ------------\nsecurities of the Company or its successor having the power to vote in the\nelection of members of the Company Board or the board of directors of its\nsuccessor.\n\n     (bb) \"Warrant\" shall have the meaning set forth in the Purchase Agreement.\n           -------\n\n                                      -4-\n\n\n\n\n\n* Confidential treatment has been requested for the omitted portions of this\nagreement, which request has been filed separately with the Securities and\nExchange Commission.\n\n\n\n2.   Registration Rights.\n\n     2.1  Demand Registration. (a) (a) After receipt of a written request from\nthe Holder requesting that the Company effect a registration (a \"Demand\n                                                                 ------\nRegistration\") under the Securities Act covering all or part of the Registrable\n------------\nSecurities held by such Holder which specifies the intended method or methods of\ndisposition thereof, the Company shall, as expeditiously as is possible, but in\nany event no later than 60 days (or 30 days if the Company is eligible to use\nForm S-3) after receipt of a written request for a Demand Registration, file\nwith the SEC and use its reasonable best efforts to cause to be declared\neffective as soon as reasonably practicable, a registration statement (a \"Demand\n                                                                          ------\nRegistration Statement\") relating to all shares of Registrable Securities which\n----------------------\nthe Company has been so requested to register by the Holder for sale, to the\nextent required to permit the disposition (in accordance with the intended\nmethod or methods thereof, as aforesaid) of the Registrable Securities so\nregistered; provided, however, that the aggregate value, net of underwriting\n            --------  -------\ndiscounts and commissions, of the Registrable Securities requested to be\nregistered be at least $5,000,000, based on the closing trading price of the\nCommon Stock on the date the demand to file such Demand Registration Statement\nis received by the Company.\n\n     (b) If the Holder requests that the offering be underwritten with a\nmanaging underwriter selected in the manner set forth in Section 2.10 below and\nsuch managing underwriter of such Demand Registration advises the Company in\nwriting that, in its opinion, the number of securities requested to be included\nin such offering is greater than the total number of securities which can be\nsold therein without having a material adverse effect on the distribution of\nsuch securities or otherwise having a material adverse effect on the\nmarketability or pricing thereof (the \"Maximum Number of Securities\"), then the\n                                       ----------------------------\nCompany shall include in such Demand Registration the Registrable Securities\nthat the Holder has requested to be registered thereunder only to the extent the\nnumber of such Registrable Securities does not exceed the Maximum Number of\nSecurities. If the amount of such Registrable Securities does not exceed the\nMaximum Number of Securities, the Company may include in such Registration any\nother securities of the Company and other securities held by other security\nholders of the Company, as the Company may in its discretion determine or be\nobligated to allow, in an amount which together with the Registrable Securities\nincluded in such Demand Registration shall not exceed the Maximum Number of\nSecurities. In such event, the right of the Company or any other security holder\nof the Company to include its Common Stock in such registration shall be\nconditioned upon such party's participation in such underwriting and the\ninclusion of such party's Common Stock in the underwriting to the extent\nprovided herein.\n\n     (c) If the Company is eligible to use Form S-3, any Demand Registration\nStatement may be required by the Holder to be in an appropriate form under the\nSecurities Act (a \"Shelf Registration Statement\") relating to any or all of the\n                   ----------------------------\nRegistrable Securities in accordance with the methods and distribution set forth\nin the Shelf Registration Statement and Rule 415 under the Securities Act (the\n\"Shelf Registration\"). Any such demand to file a Shelf Registration Statement\n ------------------\nshall require the use of one Demand Registration request and shall be subject to\nthe terms of Section 2.1(a).\n\nThe Holder shall be entitled to an aggregate of two registrations of Registrable\nSecurities pursuant to this Section 2.1; provided, that a registration requested\n                                         --------\npursuant to this\n\n                                      -5-\n\n\n\nSection 2.1 shall not be deemed to have been effected for purposes of this\nSection 2.1(d) unless (i) it has been declared effective by the Commission, (ii)\nit has remained effective for the period set forth in Section 2.4(a), and (iii)\nthe offering of Registrable Securities pursuant to such registration is not\nsubject to any stop order, injunction or other order or requirement of the SEC\n(other than any such stop order, injunction, or other requirement of the SEC\nprompted by act or omission of the Holder).\n\n     (e)  The Company shall not be required to effect a registration pursuant to\nthis Section 2.1:\n\n          (i)   prior to the date which is the six month anniversary of the date\n     of the Closing (as defined in the Purchase Agreement); or\n\n          (ii)  on or after the date that, pursuant to a written opinion of\n     counsel for the Company, all the Common Stock held by the Investor as a\n     result of the Initial Investment (as defined in the Purchase Agreement) and\n     any exercise of the Warrant (as defined in the Purchase Agreement) can be\n     sold pursuant to Rule 144 in any three month period (such date being the\n     \"144 Sale Date\"); or\n      -------------\n\n          (iii) during the period starting with the date 45 days prior to the\n     Company's estimated date of filing of, and ending on the date 90 days\n     immediately following the effective date of, any registration statement\n     pertaining to an underwritten public offering of newly issued securities of\n     the Company with respect to which the Holder has the right to request\n     inclusion of Registrable Securities pursuant to Section 2.2, provided that\n     the Company is actively employing in good faith commercially reasonable\n     efforts to cause such registration to become effective.\n\n     2.2  Piggy-Back Registration.\n\n     (a)  If (but without any obligation to do so) the Company proposes to\nregister (including for this purpose a registration effected by the Company for\nshareholders other than the Holder) any of its stock or other securities under\nthe Securities Act in connection with the public offering of such securities on\nany form (other than a registration statement on Form S-4 or S-8 or any\nsuccessor form for securities to be offered in a transaction of the type\nreferred to in Rule 145 under the Securities Act or to employees of the Company\npursuant to any employee benefit plan, respectively) (a \"Piggy-Back\n                                                         ----------\nRegistration\"), it will promptly (and in any case at least 20 days before the\n------------\ninitial filing with the SEC of such piggy-back registration statement (the\n\"Piggy-Back Registration Statement\")) give written notice to each Holder in\n ---------------------------------\naccordance with Section 11.5, which notice shall set forth the intended method\nof disposition of the securities proposed to be registered by the Company. The\nnotice shall offer to include in such filing the aggregate number of shares of\nRegistrable Securities as the Holder may request. If the Holder desires to have\nits Registrable Securities registered under this Section 2.2, such Holder shall\nadvise the Company in writing in accordance with Section 11.5 within 20 days\nafter the date of receipt of such offer from the Company, setting forth the\namount of such Registrable Securities for which registration is requested. The\nCompany shall thereupon include in such filing the number or amount of\nRegistrable Securities for which registration is so requested, subject to\nprovisions of Section 2.2(c) below, and shall use its reasonable best efforts to\neffect registration of such Registrable\n\n                                      -6-\n\n\n\nSecurities under the Securities Act; provided, however, that the Company shall\n                                     --------  -------\nnot be obligated to include any Registrable Securities in any such registration,\nqualification or compliance, pursuant to this Section 2.2 (i) prior to the date\nwhich is the six month anniversary of the date of the Closing (as defined in the\nPurchase Agreement) or (ii) after the 144 Sale Date.\n\n     (b)  The Company shall have the right to terminate or withdraw any\nPiggy-Back Registration initiated by it under this Section 2.2 prior to the\neffectiveness of such Piggy-Back Registration whether or not the Holder has\nelected to include securities in such Piggy-Back Registration. The expenses of\nsuch withdrawn registration shall be borne by the Company in accordance with\nSection 2.6 hereof.\n\n     (c)  If the Piggy-Back Registration relates to an underwritten public\noffering and the managing underwriter of such proposed public offering advises\nin writing that, in its opinion, the amount of Registrable Securities requested\nto be included in the Piggy-Back Registration in addition to the securities\nbeing registered by the Company would be greater than the Maximum Number of\nSecurities (having the same meaning as defined in Section 2.1 but replacing the\nterm \"Demand Registration\" with \"Piggy-Back Registration\"), then, in the event\nthat the Company initiated the Piggy-Back Registration, the Company shall\ninclude in such Piggy-Back Registration first, the securities the Company\n                                        -----\nproposes to register and second, the securities of all other selling security\n                         ------\nholders, including the Holder, to be included in such Piggy-Back Registration in\nan amount which together with the securities the Company proposes to register,\nshall not exceed the Maximum Number of Securities, such amount to be allocated\namong such selling security holders on a pro rata basis (based on the number of\nsecurities of the Company held by each such selling security holder).\n\n     2.3  Blackout Periods. The Company shall have the right to delay the filing\nor effectiveness of a Registration Statement required pursuant to Section 2.1\nhereof, or to suspend trading under any effective Shelf Registration Statement,\nduring no more than two periods aggregating to not more than 90 days in any\ntwelve-month period (a \"Blackout Period\") in the event that (i) the Company\n                        ---------------\nwould, in accordance with the advice of its counsel, be required to disclose in\nthe prospectus information not otherwise then required by law to be publicly\ndisclosed and (ii) in the reasonable judgment of the Company Board, there is a\nreasonable likelihood that such disclosure, or any other action to be taken in\nconnection with the registration, would adversely affect or interfere with any\nfinancing, acquisition, merger, disposition of assets (not in the ordinary\ncourse of business), corporate reorganization or other similar transaction\ninvolving the Company or would be reasonably likely to be seriously detrimental\nto the interests of the Company and its stockholders; provided, however, that\n                                                      --------  -------\nthe Company shall delay during such Blackout Period the filing or effectiveness\nof any Registration Statement required pursuant to the registration rights of\nthe holders of any securities of the Company. The Company shall promptly give\nthe Holders written notice of such determination.\n\n     2.4  Obligations of the Company. Whenever required under Section 2 to\neffect the registration of any Registrable Securities, the Company shall, as\nexpeditiously as reasonably possible:\n\n     (a)  prepare and file with the SEC a registration statement with respect to\nsuch Registrable Securities and use its reasonable best efforts to cause such\nregistration statement\n\n                                      -7-\n\n\n\npromptly to become effective, and, upon the request of the Holders of a majority\nof the Registrable Securities registered thereunder, keep such registration\nstatement effective for a period of up to 180 days or, if earlier, until the\ndistribution contemplated in the Registration Statement has been completed. The\nCompany shall not be deemed to have used its reasonable best efforts to keep a\nRegistration Statement effective during the applicable period if it voluntarily\ntakes any action that would result in the Holder not being able to sell such\nRegistrable Securities during that period, unless such action is required under\napplicable law or is permitted pursuant to Section 2.3;\n\n     (b) prepare and file with the SEC such amendments and supplements to such\nregistration statement and the prospectus used in connection with such\nRegistration Statement as may be necessary to keep such registration statement\neffective and to comply with the provisions of the Securities Act with respect\nto the disposition of all securities covered by such Registration Statement for\na period of up to 180 days or, if earlier, until the distribution contemplated\nin the Registration Statement has been completed;\n\n     (c) furnish to such selling security holders such number of conformed\ncopies of the applicable Registration Statement and each such amendment and\nsupplement thereto (including in each case all exhibits), and of a summary\nprospectus or other prospectus, including a preliminary prospectus, in\nconformity with the requirements of the Securities Act, and such other\ndocuments, as such selling security holders may reasonably request;\n\n     (d) use its reasonable best efforts to register or qualify the securities\ncovered by such Registration Statement under such other securities or blue sky\nlaws of such jurisdictions within the United States and Puerto Rico as the\nHolder shall reasonably request, to keep such registration or qualification in\neffect for so long as such Registration Statement remains in effect, and to take\nany other action which may be reasonably necessary to enable such seller to\nconsummate the disposition in such jurisdictions of the securities owned by the\nHolder (provided, however, that the Company shall not be required in connection\n        --------  -------\ntherewith or as a condition thereto to qualify to do business, subject itself to\ntaxation in or to file a general consent to service of process in any\njurisdiction wherein it would not but for the requirements of this paragraph (d)\nbe obligated to do so; and provided, further, that the Company shall not be\n                           --------  -------\nrequired to qualify such Registrable Securities in any jurisdiction in which the\nsecurities regulatory authority requires that the Holder submit any shares of\nits Registrable Securities to the terms, provisions and restrictions of any\nescrow, lockup or similar agreement(s) for consent to sell Registrable\nSecurities in such jurisdiction unless the Holder agrees to do so), and do such\nother reasonable acts and things as may be required of it to enable the Holder\nto consummate the disposition in such jurisdiction of the securities covered by\nsuch Registration Statement;\n\n     (e) furnish, at the request of the Holder, if the method of distribution is\nby means of an underwriting, on the date that the shares of Registrable\nSecurities are delivered to the underwriters for sale pursuant to such\nregistration, or if such Registrable Securities are not being sold through\nunderwriters, on the date that the registration statement with respect to such\nshares of Registrable Securities becomes effective, (1) a signed opinion, dated\nsuch date, of the independent legal counsel representing the Company for the\npurpose of such registration, addressed to the underwriters, if any, and if such\nRegistrable Securities are not being sold through underwriters, then to the\nHolder, as to such matters as such underwriters or the Holder,\n\n                                      -8-\n\n\n\nas the case may be, may reasonably request; and (2) letters dated such date and\nthe date the offering is priced from the independent certified public\naccountants of the Company, addressed to the underwriters, if any, and if such\nRegistrable Securities are not being sold through underwriters, then to the\nHolder and, if such accountants refuse to deliver such letters to the Holder,\nthen to the Company (i) stating that they are independent certified public\naccountants within the meaning of the Securities Act and that, in the opinion of\nsuch accountants, the financial statements and other financial data of the\nCompany included in the Registration Statement or the prospectus, or any\namendment or supplement thereto, comply as to form in all material respects with\nthe applicable accounting requirements of the Securities Act and (ii) covering\nsuch other financial matters (including information as to the period ending not\nmore than five business days prior to the date of such letters) with respect to\nthe registration in respect of which such letter is being given as such\nunderwriters or the Holder, as the case may be, may reasonably request and as\nwould be customary in such a transaction;\n\n     (f) enter into customary agreements (including if the method of\ndistribution is by means of an underwriting, an underwriting agreement in\ncustomary form) and take such other actions as are reasonably required in order\nto expedite or facilitate the disposition of such Registrable Securities;\n\n     (g) otherwise use its reasonable best efforts to comply with all applicable\nrules and regulations of the SEC, and make earnings statements satisfying the\nprovisions of Section 11(a) of the Securities Act generally available to the\nHolder no later than 45 days after the end of any twelve-month period (or 90\ndays, if such period is a fiscal year) (i) commencing at the end of any fiscal\nquarter in which Registrable Securities are sold to underwriters in an\nunderwritten public offering, or (ii) if not sold to underwriters in such an\noffering, beginning with the first month of the Company's first fiscal quarter\ncommencing after the effective date of the Registration Statement, which\nstatements shall cover said twelve-month periods;\n\n     (h) use its reasonable best efforts to cause all such Registrable\nSecurities to be listed on each securities exchange or quotation system on which\nsimilar securities issued by the Company are listed or traded;\n\n     (i) give notice to the Holder:\n\n         (i)   when such Registration Statement or any amendment thereto has\n     been filed with the SEC and when such Registration Statement or any\n     post-effective amendment thereto has become effective;\n\n         (ii)  of any request by the SEC for amendments or supplements to such\n     Registration Statement or the prospectus included therein or for additional\n     information;\n\n         (iii) of the issuance by the SEC of any stop order suspending the\n     effectiveness of such Registration Statement or the initiation of any\n     proceedings for that purpose;\n\n         (iv)  of the receipt by the Company or its legal counsel of any\n     notification with respect to the suspension of the qualification of the\n     Common Stock for sale in any jurisdiction or the initiation or threatening\n     of any proceeding for such purpose; and\n\n                                      -9-\n\n\n\n           (v) of the happening of any event that requires the Company to make\n     changes in such Registration Statement or the prospectus in order to make\n     the statements therein not misleading (which notice shall be accompanied by\n     an instruction to suspend the use of the prospectus until the requisite\n     changes have been made);\n\n     (j)   use its reasonable best efforts to prevent the issuance or obtain the\nwithdrawal of any order suspending the effectiveness of such Registration\nStatement at the earliest possible time;\n\n     (k)   furnish upon request to the Holder, without charge, at least one copy\nof such Registration Statement and any post-effective amendment thereto,\nincluding financial statements and schedules, and, if the Holder so requests in\nwriting, all exhibits (including those, if any, incorporated by reference);\n\n     (l)   upon the occurrence of any event contemplated by Section 2.4(i)(v)\nabove, promptly prepare a post-effective amendment to such Registration\nStatement or a supplement to the related prospectus or file any other required\ndocument so that, as thereafter delivered to the Holder, the prospectus will not\ncontain an untrue statement of a material fact or omit to state any material\nfact necessary to make the statements therein, in light of the circumstances\nunder which they were made, not misleading. If the Company notifies the Holder\nin accordance with Section 2.4(i)(v) above to suspend the use of the prospectus\nuntil the requisite changes to the prospectus have been made, then the Holder\nshall suspend use of such prospectus and use its reasonable best efforts to\nreturn to the Company all copies of such prospectus (at the Company's expense)\nother than permanent file copies then in the Holder's possession, and the period\nof effectiveness of such Registration Statement provided for above shall be\nextended by the number of days from and including the date of the giving of such\nnotice to the date the Holder shall have received such amended or supplemented\nprospectus pursuant to this Section 2.4(l);\n\n     (m)   make reasonably available for inspection by the representatives of\nthe Holders, any underwriter participating in any disposition pursuant to such\nRegistration Statement and any attorney, accountant or other agent retained by\nsuch representative or any such underwriter all relevant financial and other\nrecords, pertinent corporate documents and properties of the Company and cause\nthe Company's officers, directors and employees to supply all relevant\ninformation reasonably requested by such representative or any such underwriter,\nattorney, accountant or agent in connection with the registration;\n\n     (n)   in connection with any underwritten offering of Registrable\nSecurities, make appropriate senior executives of the Company available to the\nselling security holders for meetings with prospective purchasers of the\nRegistrable Securities and prepare and present to potential investors customary\n\"road show\" material in each case in accordance with the recommendations of the\nunderwriters and in all respects in a manner consistent with other new issuances\nof securities in an offering of a similar size to such offering of the\nRegistrable Securities; and\n\n     (o)   use reasonable efforts to procure the cooperation of the Company's\ntransfer agent in settling any offering or sale of Registrable Securities,\nincluding with respect to the transfer of\n\n                                      -10-\n\n\n\nphysical stock certificates into book-entry form in accordance with any\nprocedures reasonably requested by the Holder or the underwriters.\n\n     2.5  Information From Holder. It shall be a condition precedent to the\nobligations of the Company to take any action pursuant to this Section 2 with\nrespect to the Registrable Securities of any selling Holder that such Holder\nshall furnish to the Company such information regarding itself, the Registrable\nSecurities held by it, and the intended method of disposition of such securities\nas shall be required to effect the registration of such Holder's Registrable\nSecurities.\n\n     2.6  Expenses of Registration. All expenses other than Selling Expenses\nincurred in connection with registrations, filings or qualifications pursuant to\nSections 2.1 and 2.2, including (without limitation) all registration, filing\nand qualification fees, printers' and accounting fees, fees and disbursements of\ncounsel for the Company shall be borne by the Company. All Selling Expenses\nincurred in connection with any registration hereunder, shall be borne by the\nholders of the securities so registered pro rata on the basis of the number of\nshares so registered.\n\n     2.7  Indemnification.\n\n     (a)  The Company shall indemnify and hold harmless the Holder, the Holder's\ndirectors and officers, each person who participates in the offering of such\nRegistrable Securities, including underwriters (as defined in the Securities\nAct), and each person, if any, who controls the Holder or participating person\nwithin the meaning of the Securities Act, against any losses, claims, damages or\nliabilities, joint or several, to which they may become subject under the\nSecurities Act or otherwise, insofar as such losses, claims, damages or\nliabilities (or proceedings in respect thereof) arise out of or are based on any\nuntrue or alleged untrue statement of any material fact contained in such\nregistration statement on the effective date thereof (including any prospectus\nfiled under Rule 424 under the Securities Act or any amendments or supplements\nthereto) or arise out of or are based upon the omission or alleged omission to\nstate therein a material fact required to be stated therein or necessary to make\nthe statements therein not misleading, and shall reimburse the Holder, the\nHolder's directors and officers, such participating person or controlling person\nfor any legal or other expenses reasonably incurred by them in connection with\ninvestigating or defending any such loss, claim, damage, liability or action;\nprovided, however, that the Company shall not be liable to the Holder, the\n--------  -------\nHolder's directors and officers, participating person or controlling person in\nany such case for any such loss, claim, damage, liability or action to the\nextent that it arises out of or is based upon an untrue statement or alleged\nuntrue statement or omission or alleged omission made in connection with such\nregistration statement, preliminary prospectus, final prospectus or amendments\nor supplements thereto, in reliance upon and in conformity with written\ninformation furnished expressly for use in connection with such registration by\nthe Holder, the Holder's directors and officers, participating person or\ncontrolling person. Such indemnity shall remain in full force and effect\nregardless of any investigation made by or on behalf of any the Holder, the\nHolder's directors and officers, participating person or controlling person, and\nshall survive the transfer of such securities by the Holder.\n\n     (b)  The Holder shall indemnify and hold harmless the Company, each of its\ndirectors and officers, each person, if any, who controls the Company within the\nmeaning of the Securities\n\n                                      -11-\n\n\n\nAct, and each agent and any underwriter for the Company (within the meaning of\nthe Securities Act) against any losses, claims, damages or liabilities, joint or\nseveral, to which the Company or any such director, officer, controlling person,\nagent or underwriter may become subject, under the Securities Act or otherwise,\ninsofar as such losses, claims, damages or liabilities (or proceedings in\nrespect thereof) arise out of or are based upon any untrue statement or alleged\nuntrue statement of any material fact contained in such registration statement\non the effective date thereof (including any prospectus filed under Rule 424\nunder the Securities Act or any amendments or supplements thereto) or arise out\nof or are based upon the omission or alleged omission to state therein a\nmaterial fact required to be stated therein or necessary to make the statements\ntherein not misleading, in each case to the extent, but only to the extent, that\nsuch untrue statement or alleged untrue statement or omission or alleged\nomission was made in such registration statement, preliminary or final\nprospectus, or amendments or supplements thereto, in reliance upon and in\nconformity with written information furnished by or on behalf of the Holder\nexpressly for use in connection with such registration; and the Holder shall\nreimburse any legal or other expenses reasonably incurred by the Company or any\nsuch director, officer, controlling person, agent or underwriter in connection\nwith investigating or defending any such loss, claim, damage, liability or\naction; provided, however, that the liability of the Holder hereunder shall be\n        --------  -------\nlimited to the aggregate net proceeds received by the Holder in connection with\nany such registration under the Securities Act.\n\n     (c)   If the indemnification provided for in this Section 2.7 from the\nindemnifying party is unavailable to an indemnified party hereunder in respect\nof any losses, claims, damages, liabilities or expenses referred to therein,\nthen the indemnifying party, in lieu of indemnifying such indemnified party,\nshall contribute to the amount paid or payable by such indemnified party as a\nresult of such losses, claims, damages, liabilities or expenses in such\nproportion as is appropriate to reflect the relative fault of the indemnifying\nparty and indemnified parties in connection with the actions which resulted in\nsuch losses, claims, damages, liabilities or expenses, as well as any other\nrelevant equitable considerations. The relative fault of such indemnifying party\nand indemnified parties shall be determined by reference to, among other things,\nwhether any action in question, including any untrue or alleged untrue statement\nof a material fact or omission or alleged omission to state a material fact, has\nbeen made by, or relates to information supplied by, such indemnifying party or\nindemnified parties, and the parties' relative intent, knowledge, access to\ninformation and opportunity to correct or prevent such action; provided that in\nno event shall the Holder be required to contribute an amount that exceeds the\naggregate net proceeds received by the Holder in connection with any such\nregistration under the Securities Act. The amount paid or payable by a party as\na result of the losses, claims, damages, liabilities and expenses referred to\nabove shall be deemed to include any legal or other fees or expenses reasonably\nincurred by such party in connection with any investigation or proceeding.\n\n     (d)   The parties hereto agree that it would not be just and equitable if\ncontribution pursuant to Section 2.7(c) were determined by pro rata allocation\nor by any other method of allocation which does not take account of the\nequitable considerations referred to in the immediately preceding paragraph. No\nPerson guilty of fraudulent misrepresentation (within the meaning of Section\n11(f) of the Securities Act) shall be entitled to contribution from any Person\nwho was not guilty of such fraudulent misrepresentation.\n\n                                      -12-\n\n\n\n     (e) Any Person entitled to indemnification hereunder (the \"Indemnified\n                                                                -----------\nParty\") agrees to give prompt written notice to the indemnifying party (the\n-----\n\"Indemnifying Party\") after the receipt by the Indemnified Party of any written\n ------------------\nnotice of the commencement of any action, suit, proceeding or investigation or\nthreat thereof made in writing for which the Indemnified Party intends to claim\nindemnification or contribution pursuant to this Agreement; provided, that the\n                                                            --------\nfailure so to notify the Indemnified Party shall not relieve the Indemnifying\nParty of any liability that it may have to the Indemnifying Party hereunder\nunless such failure is materially prejudicial to the Indemnifying Party. If\nnotice of commencement of any such action is given to the Indemnifying Party as\nabove provided, the Indemnifying Party shall be entitled to participate in and,\nto the extent it may wish, to assume the defense of such action at its own\nexpense, with counsel chosen by it and reasonably satisfactory to such\nIndemnified Party. The Indemnified Party shall have the right to employ separate\ncounsel in any such action and participate in the defense thereof, but the fees\nand expenses of such counsel shall be paid by the Indemnified Party unless (i)\nthe Indemnifying Party agrees to pay the same, (ii) the Indemnifying Party fails\nto assume the defense of such action, or (iii) the named parties to any such\naction (including any impleaded parties) have been advised by such counsel that\neither (A) representation of such Indemnified Party and the Indemnifying Party\nby the same counsel would be inappropriate under applicable standards of\nprofessional conduct or (B) there are one or more legal defenses available to it\nwhich are substantially different from or additional to those available to the\nIndemnifying Party. No Indemnifying Party shall be liable for any settlement\nentered into without its written consent, which consent shall not be\nunreasonably withheld.\n\n     (f) The agreements contained in this Section 2.7 shall survive the transfer\nof the Registered Securities by the Holder and sale of all the Registrable\nSecurities pursuant to any registration statement and shall remain in full force\nand effect, regardless of any investigation made by or on behalf of the Holder\nor such director, officer or participating or controlling Person.\n\n     2.8 Reports Under Securities Exchange Act of 1934. With a view to making\navailable to the Holder the benefits of Rule 144 and any other rule or\nregulation of the SEC that may at any time permit the Holder to sell securities\nof the Company to the public without registration or pursuant to a registration\non Form S-3, for so long as the Investor or the Holder Affiliates hold at least\n1% of the aggregate number of shares of Common Stock issued pursuant to the\nPurchase Agreement and the Warrant, the Company agrees to:\n\n     (a) make and keep public information available, as those terms are\nunderstood and defined in Rule 144, at all times while the Company is a\nreporting issuer under the Exchange Act;\n\n     (b) file with the SEC in a timely manner all reports and other documents\nrequired of the Company under the Securities Act and the Exchange Act; and\n\n     (c) (i) furnish to the Holder upon request, so long as the Holder owns any\nRegistrable Securities, a written statement by the Company that it has complied\nwith the reporting requirements of Rule 144, the Securities Act and the Exchange\nAct (at all times it remains subject to such reporting requirements), or that it\nqualifies as a registrant whose securities may be resold pursuant to Form S-3,\n(ii) make available to the Holder a copy of the most recent\n\n                                      -13-\n\n\n\nannual or quarterly report of the Company and such other reports and documents\nso filed by the Company, and (iii) furnish to the Holder upon request such other\ninformation as may be reasonably requested in availing any Holder of any rule or\nregulation of the SEC that permits the selling of any such securities without\nregistration or pursuant to such form.\n\n     2.9  Assignment of Registration Rights. The rights to cause the Company to\nregister Registrable Securities pursuant to Sections 2.1 and 2.2 hereof may be\nassigned by a Holder to a transferee or assignee of such securities that is a\nsubsidiary of the Investor or the ultimate parent of the Investor or any other\nsubsidiary of such parent (a \"Holder Affiliate\"). The right to cause the Company\n                              ----------------\nto register Registrable Securities under Section 2.2 hereof may be assigned by\nthe Holder to one or more transferees who are not Holder Affiliates and that\nafter such assignment or transfer, hold at least that number of shares of\nRegistrable Securities equal to 1% of the outstanding capital stock of the\nCompany (as measured at the time of such transfer); provided that (a) the\n                                                    --------\nCompany shall, within a reasonable time after such transfer, be furnished with\nwritten notice of the name and address of such transferee or assignee and the\nsecurities with respect to which such registration rights are being assigned;\nand (b) such transferee or assignee shall agree in writing to be bound by and\nsubject to the terms and conditions of Section 2 of this Agreement. The rights\nto cause the Company to register Registrable Securities pursuant to Section 2.1\nmay be assigned by the Investor in connection with the sale or transfer of its\nCommon Stock pursuant to and in accordance with Section 9(a)(i), (iv), (v) or\n(vi).\n\n     2.10 Selection of Managing Underwriters. In the event the Holder has\nrequested an underwritten offering, the underwriter or underwriters shall be a\nnationally recognized firm selected by the Holders of a majority of the\nRegistrable Securities and shall be reasonably satisfactory to the Company,\nwhich approval shall not be unreasonably withheld or delayed.\n\n     2.11 Limitations on Registration of Other Securities; Representation. From\nand after the date of this Agreement, the Company shall not, without the prior\nwritten consent of the Holders of at least a majority of the Registrable\nSecurities, enter into any agreement with any holder or prospective holder of\nany securities of the Company giving such holder or prospective holder any\nregistration rights the terms of which are more favorable taken as a whole than\nthe registration rights granted to the Holder hereunder unless the Company shall\nalso give such rights to the Holder hereunder.\n\n     2.12 No Inconsistent Agreements. The Company will not hereafter enter into\nany agreement with respect to its securities, which is inconsistent in any\nmaterial respects with the rights granted to the Holder in this Agreement.\n\n     2.13 Market Standoff. From the effective date of a registration statement\nfor a public offering of the Company's securities pursuant to a registration\nstatement under the Securities Act until 90 days after such effective date\n(including Registration Statements filed pursuant to Sections 2.1 or 2.2), the\nInvestor hereby agrees not to, directly or indirectly, sell, offer to sell,\ncontract to sell (including, without limitation, any short sale), loan, grant\nany option for the purchase of, or otherwise dispose of any securities of the\nCompany (other than those included in the registration with respect to such\noffering) to the extent requested by the Company and its underwriter, provided\n(i) that the Investor shall not be bound by this restriction to the extent that\nthe Company has a similar market stand-off contractual right with other parties\nand does not\n\n                                      -14-\n\n\n\nenforce such right, and (ii) that the Investor shall be required to comply with\nthis restriction only if all directors and officers of the Company agree to\nsimilar restrictions. The Investor agrees that, if so requested, the Investor\nwill execute an agreement with the managing underwriter of such offering\ncontaining terms which are materially consistent with the provisions of this\nsection.\n\n3.   Pre-Emptive Rights. Until the occurrence of a Termination Event, and\nsubject to the terms and conditions specified in this Section 3, the Investor\nshall be entitled to a pre-emptive right with respect to future sales by the\nCompany of its Shares (as defined below). Each time the Company proposes to\noffer any shares of any class of its capital stock (\"Shares\"), the Company shall\n                                                     ------\nnotify the Investor in accordance with the following provisions:\n\n            (i)   The Company shall deliver a notice in accordance with Section\n     11.5 (\"Notice\") to the Investor stating (A) its bona fide intention to\n            ------\n     offer such Shares, (B) the number of such Shares to be offered, and (C) the\n     price and terms upon which it proposes to offer such Shares.\n\n            (ii)  By written notification received by the Company, within 20\n     calendar days after receipt of the Notice, the Investor may elect to\n     purchase or obtain, at the price and on the terms specified in the Notice,\n     up to that portion of such Shares that equals the proportion that the\n     number of shares of Common Stock issued and held by the Investor and the\n     Holder Affiliates bears to the total number of shares of Common Stock then\n     outstanding.\n\n            (iii) If all Shares that the Investor is entitled to obtain pursuant\n     to subsection 3(ii) are not elected to be obtained as provided in\n     subsection 3(ii) hereof, the Company may, during the 120 day period\n     following the expiration of the period provided in subsection 3(ii) hereof,\n     offer the remaining unsubscribed portion of such Shares either: (A) in a\n     private offering to any person or persons at a price not less than, and\n     upon terms no more favorable to the offeree than those specified in the\n     Notice, or (B) pursuant to a registered offering. If the Company does not\n     enter into an agreement for the issue and sale of the Shares within such\n     period, the right provided hereunder shall be deemed to be revived and such\n     Shares shall not be offered unless first reoffered to the Investor in\n     accordance herewith.\n\n            (iv)  The pre-emptive rights granted pursuant to this Section 3\n     shall not be applicable to issuances of Excluded Securities.\n\n            (v)   In no event may shares of Common Stock be purchased pursuant\n     to this Section 3 (A) until the completion of the transaction resulting in\n     the pre-emptive rights and (B) to the extent that the aggregate number of\n     shares of Common Stock issued to the Investor pursuant to (1) the Purchase\n     Agreement, (2) exercises of the Warrant and (3) exercises of the\n     pre-emptive rights granted pursuant to this Section 3 would exceed\n     31,901,467 shares (or such number as adjusted for any stock splits, stock\n     dividends, combinations, subdivisions or reclassifications of Common Stock\n     or other like events occurring after the date hereof).\n\n            (vi)  Notwithstanding anything to the contrary in this Section 3,\n     the obligation of the Company to issue shares of Common Stock upon any\n     exercise of rights under this\n\n                                      -15-\n\n\n\n   Section 3 is subject to the condition that all waiting periods, if any, under\n   the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the\n   \"HSR Act\") applicable to such issuance of shares upon such exercise shall\n   have expired or been terminated, and all consents, approvals, orders or\n   authorizations of, or registrations, declarations or filings with, any\n   governmental authority, if any, required in connection with such issuance of\n   shares hereunder upon such exercise, the failure of which to have been\n   obtained or made would have the effect of making the issuance of such shares\n   illegal, shall have been obtained or made and the Company and Investor shall\n   use their reasonable best efforts to obtain or make such consents, filings or\n   other matters as soon as reasonably practicable.\n\n        (vii) The pre-emptive rights granted pursuant to this Section 3 shall\n   terminate and be of no further force and effect upon the occurrence of a\n   Termination Event. In addition, the pre-emptive rights granted pursuant to\n   this Section 3 may not be assigned by the Investor.\n\n4. Composition of the Company Board. Effective as of the Closing, the Company,\nthrough its Company Board, shall cause to be duly appointed to the Company Board\none individual designated prior to the Closing by the Investor (the \"Investor\n                                                                     --------\nDirector\"), which individual shall be Ari Lehtoranta, to serve until the\n--------\nCompany's next annual meeting of stockholders. Thereafter, at each election of\ndirectors at which the term of the Investor Director will expire, the Company\nBoard shall recommend for election to the Company Board one nominee, and shall\nuse best reasonable efforts to solicit proxies in favor of such nominee\nconsistent with the efforts used to solicit proxies for the other Company Board\nnominees, which nominee of the Investor will be designated by the Investor and\nwho shall be reasonably acceptable to the Company. Upon the occurrence of a\nTermination Event, the Investor shall cause the individual it nominated to the\nCompany Board to resign from the Company Board as soon as practicable and the\nrights granted pursuant to this Section 4 shall terminate. The rights granted\npursuant to this Section 4 may not be assigned by the Investor.\n\n5. Information Rights. Until the occurrence of a Termination Event, the member\nof the Company Board nominated by the Investor pursuant to Section 4 shall be\nentitled to receive the same information provided to the other members of the\nCompany Board in their capacity as Company Board members subject to the Company\nBoard conflict of interest policy in effect at the time. For so long as a\nTermination Event has not occurred, the Company shall afford the Investor the\nsame information rights it affords significant stockholders of the Company,\nwhich currently includes a quarterly presentation on the Company's business. The\nrights provided in this Section 5 may not be assigned by the Investor and shall\nterminate and be null and void and of no further force and effect upon the\noccurrence of a Termination Event.\n\n6. Voting Shares of Common Stock. With respect to all matters submitted to a\nvote of holders of Common Stock: (i) the Investor and its Affiliates shall be\nentitled to vote up to 17,723,297 shares of Common Stock (or such number as\nadjusted for any stock splits, stock dividends, combinations, subdivisions or\nreclassifications of Common Stock or other like events occurring after the date\nhereof) (the \"Investor Voted Shares\") at their discretion; and (ii) the Investor\n              ---------------------\nshall take such action as may be required so that all Voting Stock beneficially\nowned by the Investor, any Investor Controlled Person, any Holder Affiliate or\nany Affiliate of the Investor to whom shares of Common Stock acquired pursuant\nto the Purchase Agreement, the Warrant or\n\n                                      -16-\n\n\n\nthis Agreement are transferred pursuant to Section 9(a)(vi) (such Investor, such\nInvestor Controlled Persons, such Holder Affiliates and such Affiliates being\nthe \"Voting Parties\") in excess of the Investor Voted Shares are voted for or\n     --------------\ncast or cause to be voted for or cast in the same manner and proportion as the\nvotes cast by the holders of the Voting Stock other than the Voting Parties.\nNotwithstanding clause (ii) above, the Investor and its Affiliates shall not be\nlimited or restricted in voting any shares of Voting Stock and shall not be\nsubject to any voting obligation with respect to any shares of Voting Stock in\nrespect of the election of the Investor Director to the Company Board.\n\n         With respect to matters in clause (ii) of the foregoing paragraph, the\nInvestor further agrees: (i) as the holder of shares of Voting Stock, the\nInvestor shall be present, in person or by proxy (and shall cause any Voting\nParties beneficially owning Voting Stock to be so present) at all meetings of\nstockholders of the Company so that all shares of Voting Stock beneficially\nowned by it or any of the Voting Parties (other than the Investor Voted Shares)\nmay be counted for purposes of determining the presence of a quorum at such\nmeetings; and (ii) not to exercise (and to cause any Voting Party not to\nexercise) dissenter's rights, if any, that it may have with respect to shares of\nCompany Common Stock (other than the Investor Voted Shares) under applicable law\nin connection with any merger, consolidation or other reorganization which is\napproved by the Company Board.\n\n7.       Change of Control Notice. Until the occurrence of a Termination Event,\nif the Company desires to enter into an exclusivity agreement or a definitive\nacquisition agreement in connection with a contemplated Change of Control\nTransaction, the Company shall provide written notice (a \"Change of Control\n                                                          -----------------\nNotice\") to the Investor at least five Business Days prior to entering into an\n------\nexclusivity agreement in connection with or a definitive acquisition agreement\nproviding for such contemplated Change of Control Transaction. After receipt of\nany Change of Control Notice, the Investor may provide a list of at least seven\nPersons, each of which the Investor in good faith deems to be capable of\ncompleting an acquisition of the Company. Within two business days of the\nCompany's receipt of such list, the Company will specify whether or not the\nPerson proposing the contemplated Change of Control Transaction is, or is an\nAffiliate of, one of the Persons set forth on such list. The rights provided in\nthis Section 7 may not be assigned by the Investor and shall terminate and be\nnull and void and of no further force and effect upon the occurrence of a\nTermination Event.\n\n8.       Standstill.\n\n         (a)   Except for purchases of shares permitted by Section 3 and 8 of\nthis Agreement and its exercise of rights pursuant to Section 6, the Investor\nagrees that during the Standstill Period, the Investor will not, and the\nInvestor will not permit any Affiliate to, and the Investor will not act in\nconcert with or permit any Affiliate to act in concert with any Person to:\n\n               (i)  acquire, offer to acquire, or agree to acquire, directly or\n         indirectly, by purchase or otherwise, any securities or direct or\n         indirect rights to acquire any securities of the Company or any\n         Subsidiary thereof, or of any successor to or person in control of the\n         Company, or any assets of the Company or any division thereof or of any\n         such successor or controlling person; provided, however, that the\n                                               --------  -------\n         foregoing restrictions shall not apply to any acquisition or proposed\n         acquisition of securities by way of stock\n\n                                      -17-\n\n\n\n         dividends, stock reclassifications or other similar distributions on a\n         pro rata basis to holders of securities generally; and provided further\n                                                                -------- -------\n         that no Person shall be deemed to have violated the foregoing\n         restrictions by virtue of (and only to the extent of) any increase in\n         the number of shares of Common Stock beneficially owned by such Person\n         if such increase is the result of such Person being acquired by or\n         merged with a Person (who is not an Affiliate of the Investor) (an\n         \"Acquiring Person\") who beneficially owns any shares of Common Stock at\n          ----------------\n         the time of such acquisition or merger if the Acquiring Person or the\n         resulting or surviving entity of such merger or acquisition agrees in\n         writing to be bound by the terms and conditions of this Agreement\n         applicable to the Investor;\n\n               (ii)    seek or propose to influence or control the management or\n         policies of the Company, make or in any way participate, directly or\n         indirectly, in any \"solicitation\" of \"proxies\" (as such terms are used\n         in the rules of the SEC) with respect to any Voting Stock, or seek to\n         advise or influence any Person with respect to the voting of any Voting\n         Stock (other than as expressly provided in Section 6 of this Agreement)\n         or deposit any Voting Stock in a voting trust or, except as otherwise\n         provided or contemplated in this Agreement, subject any Voting Stock to\n         any arrangement or agreement with any Person with respect to the voting\n         of such Voting Stock;\n\n               (iii)   make any public announcement with respect to, or submit a\n         proposal for or offer of (with or without conditions), any merger,\n         recapitalization, reorganization, business combination or other\n         extraordinary transaction involving the Company or any Subsidiary\n         thereof or any of their securities or assets;\n\n               (iv)    enter into any discussions, negotiations, arrangements or\n         understandings with any third party with respect to any of the\n         foregoing, or otherwise form, join or in any way engage in discussions\n         relating to the formation of, or participate in, a 13D Group, in\n         connection with any of the foregoing; or\n\n               (v)     request the Company or any of its representatives,\n         directly or indirectly, to amend or waive any provision of this Section\n         8 (including this sentence);\n\nprovided, however, that: (w) none of the foregoing shall prevent, restrict,\n--------  -------\nencumber or in any way limit the exercise of the fiduciary rights and\nobligations of the Investor Director as a director or his ability to vote on\nmatters, influence management or the other directors or otherwise to act in his\ncapacity as a director; (x) none of the foregoing shall prevent any Person (i)\nfrom selling or voting its Common Stock in compliance with Section 6 or Section\n9 of this Agreement, (ii) from exercising the Warrant (as defined in the\nPurchase Agreement), (iii) from purchasing shares of Common Stock in accordance\nwith Section 8(b) or (c) hereof, or (iv) from soliciting, offering, seeking to\neffect and negotiating with any Person with respect to transfers of shares of\nCommon Stock otherwise permitted by Section 9; or (y) in the event that the\nCompany has delivered a Change of Control Notice to the Investor, the Investor\nshall be permitted to confidentially propose to the Board of Directors of the\nCompany a proposal or offer by the Investor regarding a Change of Control\nTransaction, provided that such proposal or offer would not reasonably be\nrequired to be publicly disclosed by the Investor or any Affiliate thereof (on a\nSchedule 13D or otherwise), the Company or otherwise.\n\n                                      -18-\n\n\n\n         (b)   (i)   Notwithstanding anything to the contrary in Section 8(a),\nuntil the occurrence of a Termination Event, the Investor shall have the right\nto purchase shares of Common Stock in the open market in accordance with this\nSection 8(b) if the Investor's percentage ownership interest of the outstanding\nshares of Common Stock is reduced as a result of (x) any issuance of shares of\nCommon Stock in exchange for the 5% convertible notes due April 1, 2007 (the\n\"Notes\") of the Company (\"Exchange Dilution\") or (y) any issuance of shares of\n -----                    -----------------\nCommon Stock upon the exercise or conversion of any other securities of the\nCompany issued in exchange for the Notes (\"Conversion Dilution\").\n                                           -------------------\n\n               (ii)  In the event of Exchange Dilution, the Investor shall\nhave the right for 30 days (the \"Exchange Purchase Period\") following the\n                                 ------------------------\nissuance of Common Stock in connection with the Exchange Dilution to purchase\nshares of Common Stock in the open market to increase the number of shares of\nCommon Stock owned by the Investor and the Holder Affiliates up to the number\nequal to the product determined by multiplying the percentage ownership interest\nof the Investor and the Holder Affiliates of the outstanding Common Stock of the\nCompany immediately prior to the event that gave rise to the Exchange Dilution\nby the number of shares of Common Stock of the Company outstanding immediately\nafter the event that gave rise to the Exchange Dilution.\n\n               (iii) In the event of Conversion Dilution, within 20 days after\nthe end of each quarter, commencing on June 30, 2002, the Company shall provide\nthe Investor with a written notice (with reasonable detail) of the number of\nshares of Common Stock issued in connection with Conversion Dilution and the\nInvestor shall have the right for 30 days (the \"Conversion Purchase Period\")\n                                                --------------------------\nafter receipt of such notice to purchase shares of Common Stock in the open\nmarket to increase the number of shares of Common Stock owned by the Investor\nand the Holder Affiliates up to the number equal to the product determined by\nmultiplying the percentage ownership interest of the Investor and the Holder\nAffiliates of the outstanding Common Stock of the Company immediately prior to\nthe event that gave rise to the Conversion Dilution by the number of shares of\nCommon Stock of the Company outstanding immediately after the event that gave\nrise to the Conversion Dilution.\n\n         (c)   Notwithstanding anything to the contrary in Section 8(a), until\nthe occurrence of a Termination Event, the Investor shall have the right to\npurchase shares of Common Stock in the open market in accordance with this\nSection 8(c) if the number of shares of Common Stock issuable to the Investor\nupon any exercise of the pre-emptive rights granted pursuant to Section 3 of\nthis Agreement shall be limited by operation of Section 3(v) of this Agreement\n(a \"Pre-Emptive Right Limit\"). In the event of the occurrence of a Pre-Emptive\n    -----------------------\nRight Limit, the Investor shall have the right for 30 days (the \"Pre-Emptive\n                                                                 -----------\nRight Purchase Period\") following the completion of the transaction that\n---------------------\nresulted in such Pre-Emptive Right Limit to purchase in the open market the\nnumber of shares of Common Stock that the Investor was not otherwise permitted\nto purchase as a result of the application of Section 3(v).\n\n         (d)   In the event that an Exchange Purchase Period, a Conversion\nPurchase Period or a Pre-Emptive Right Purchase Period occurs during a black out\nperiod as defined by the Company's insider trading policy, the Exchange Purchase\nPeriod, the Conversion Purchase Period or the Pre-Emptive Right Purchase Period\nshall be extended such that in no event shall the Investor have less than 30\ndays to make open market purchases pursuant to Section 8(b) or 8(c).\n\n                                      -19-\n\n\n\n         (e)   The rights granted pursuant to Section 8(b) and 8(c) may not be\nassigned by the Investor and shall terminate and be null and void and of no\nfurther force and effect upon the occurrence of a Termination Event.\n\n9.       Transfer Restrictions.\n\n         (a)   The Investor and its Affiliates may not make or solicit any Sale\nof any of the shares of Common Stock acquired by the Investor and its Affiliates\npursuant to the Purchase Agreement or the exercise of the Warrant or any other\nshares of Common Stock acquired by the Investor thereafter (collectively, the\n\"Investor Stock\"); provided that the Investor may make or solicit a Sale:\n --------------    --------\n\n               (i)   to the Company or any person or entity approved by the\n         Company;\n\n               (ii)  pursuant to a bona fide public offering registered under\n         the Securities Act;\n\n               (iii) in compliance with Rule 144 under the Securities Act;\n\n               (iv)  to any Person who, after the proposed Sale, will own stock\n         of the Company representing less than 2% of the total voting power of\n         the Company (or, after the occurrence of a Termination Event, less than\n         5% of the total voting power of the Company) and would be permitted\n         under Rule 13d-1(b) of the Exchange Act to report its ownership of the\n         Common Stock on Schedule 13G if such investor was required to report\n         its ownership of the Common Stock under Rule 13d-1(a) of the Exchange\n         Act;\n\n               (v)   pursuant to a transaction approved by the Company's Board\n         of Directors; or\n\n               (vi)  to Affiliates.\n\n         (b)   No Sale of Investor Stock to an Affiliate shall be effective (i)\nunless and until such Affiliate shall have executed a written agreement agreeing\nto be bound by the terms of this Agreement, including, without limitation,\nSection 6 and 8(a) (and which agreement shall provide that the Company shall be\nan express third-party beneficiary) or (ii) if a purpose or effect of such\ntransfer shall have been to circumvent the provisions of this Section 9. The\nInvestor shall remain responsible for the performance of this Agreement by each\nAffiliate of the Investor to which Investor Stock is transferred. If any\nAffiliate to which Investor Stock is transferred pursuant to Section 9 ceases to\nbe a Affiliate of the Investor from which or whom it acquired such Common Stock\npursuant to such provision, such Person shall reconvey such Common Stock to the\nInvestor immediately before such Person ceases to be a Affiliate of the Investor\nso long as such Person knows of its upcoming change of status immediately prior\nthereto. If such change of status is not known until after its occurrence, the\nformer Affiliate shall make such transfer to the Investor as soon as practicable\nafter the former Affiliate receives notice thereof. The Investor agrees that it\nwill not Sell its interest in any Affiliate to which it has transferred Investor\nStock unless prior thereto the Investor Stock held by such entity is transferred\nto the Investor or to one or more Affiliates.\n\n                                      -20-\n\n\n\n      (c)   Any attempt not in compliance with this Agreement to make any Sale\nof any shares of Common Stock shall be null and void and of no force and effect,\nthe purported transferee shall have no rights or privileges in or with respect\nto the Company, and the Company shall not give any effect in the Company's stock\nrecords to such attempted Sale. Furthermore, the Investor and the other parties\nengaging or attempting to engage in such Sale shall indemnify and hold harmless\nthe Company from all losses that the Company may incur (including, without\nlimitation, incremental tax liability and lawyers' fees and expenses) in\nenforcing the provisions of this Agreement.\n\n10.   Additional Agreements.\n\n      (a)   Reservation of Common Stock. The Company will at all times reserve\n            ---------------------------\nand keep available, solely for issuance and delivery upon the exercise of the\nWarrant, all Common Stock issuable from time to time upon such exercise.\n\n      (b)   Amendment to Rights Agreement. The Company shall irrevocably amend,\n            -----------------------------\nand the Company Board shall take all necessary action to irrevocably amend, the\nRights Agreement, dated as of June 12, 2001 (as may be amended or supplemented\nfrom time to time, the \"Company Rights Agreement\"), between the Company and US\n                        ------------------------\nStock Transfer Corporation, as rights agent so that none of the execution or\ndelivery of this Agreement or the Purchase Agreement, the consummation of the\ntransactions contemplated by the Purchase Agreement, the purchase of Shares\npursuant to the terms and conditions of Purchase Agreement or upon exercise of\nthe Warrant pursuant to the terms and conditions of the Warrant or as permitted\npursuant to Sections 3, 8(b) and 8(c) of this Agreement will result in the\nRights (as defined in the Company Rights Agreement) becoming evidenced by, and\ntransferable pursuant to, certificates separate from the certificates\nrepresenting shares of Common Stock or otherwise becoming triggered in any\nrespect.\n\n      (c)   The Company and the Investor will cooperate in making or seeking to\nobtain, and will use their respective reasonable best efforts to make or obtain\nas soon as reasonably practicable, any filings or declarations with, or\nconsents, approvals or authorizations of, any governmental authorities that may\nbe required in connection with any exercise of rights granted to the Company or\nthe Investor pursuant to this Agreement.\n\n11.   Miscellaneous.\n\n      11.1  Successors and Assigns. Except as otherwise provided herein, the\nterms and conditions of this Agreement shall inure to the benefit of and be\nbinding upon the respective successors and assigns of the parties (including\ntransferees of any shares of Registrable Securities). Nothing in this Agreement,\nexpress or implied, is intended to confer upon any party other than the parties\nhereto or their respective successors and assigns any rights, remedies,\nobligations, or liabilities under or by reason of this Agreement, except as\nexpressly provided in this Agreement.\n\n      11.2  Governing Law. This Agreement shall be governed by and construed\nunder the laws of the State of Delaware as applied to agreements among Delaware\nresidents entered into and to be performed entirely within Delaware.\n\n                                      -21-\n\n\n\n      11.3  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.\n\n      11.4  Titles and Subtitles. The titles and subtitles used in this\nAgreement are used for convenience only and are not to be considered in\nconstruing or interpreting this Agreement.\n\n      11.5  Notices. Unless otherwise provided, any notice required or permitted\nunder this Agreement shall be given in writing and shall be deemed effectively\ngiven upon personal delivery to the party to be notified or upon delivery by\nconfirmed facsimile transmission, nationally recognized overnight courier\nservice, or upon deposit with the United States Post Office, by registered or\ncertified mail, postage prepaid and addressed to the party to be notified at the\naddress indicated for such party on the signature page hereof, or at such other\naddress as such party may designate by ten 10 days' advance written notice to\nthe other parties.\n\n      11.6  Expenses. If any action at law or in equity is necessary to enforce\nor interpret the terms of this Agreement, the prevailing party shall be entitled\nto reasonable attorneys' fees, costs and necessary disbursements in addition to\nany other relief to which such party may be entitled.\n\n      11.7  Entire Agreement: Amendments and Waivers. This Agreement constitutes\nthe full and entire understanding and agreement among the parties with regard to\nthe subjects hereof. Any term of this Agreement may be amended and the\nobservance of any term of this Agreement may be waived (either generally or in a\nparticular instance and either retroactively or prospectively), only with the\nwritten consent of the Company and the holders of a majority of the Registrable\nSecurities. Any amendment or waiver of Section 2 of this Agreement effected in\naccordance with this paragraph shall be binding upon each holder of any\nRegistrable Securities, each future holder of all such Registrable Securities,\nand the Company. Any amendment or waiver of all other sections of this Agreement\nmay only be effected in a writing signed by the Company and the Investor.\n\n      11.8  Severability. If one or more provisions of this Agreement are held\nto be unenforceable under applicable law, such provision shall be excluded from\nthis Agreement and the balance of the Agreement shall be interpreted as if such\nprovision were so excluded and shall be enforceable in accordance with its\nterms.\n\n                                      -22-\n\n\n\n          IN WITNESS WHEREOF, the parties have executed this Investor's Rights\nAgreement as of the date first above written.\n\nCOMPANY                                REDBACK NETWORKS INC.\n\n\n                                       BY: \/s\/ KEVIN DENUCCIO\n                                           ------------------\n                                       Name:  Kevin DeNuccio\n                                       Title: President and CEO\n                                       Address: 300 Holger Way\n                                                San Jose, California 95134\n\n\nINVESTOR                               NOKIA FINANCE INTERNATIONAL BV\n\n\n                                       BY: \/s\/ JORGEN SMIDT\n                                           ----------------\n                                       Name:  Jorgen Smidt\n                                       Title: Attorney-in-Fact\n                                       Address: 6000 Connection Drive,\n                                                Irving, Texas 75039\n\n                                       With copies to\n                                       Nokia Corporation\n                                       P.O. Box 226\n                                       FIN-00045\n                                       NOKIA GROUP\n                                       Keilalahdentie 4\n                                       FIN-02150\n                                       Espoo, Finland\n                                       Attn: Ursula Ranin, Vice President,\n                                       General Counsel\n\n                                       and\n\n                                       Nokia Inc.\n                                       6000 Connection Drive\n                                       Irving, Texas 75039 USA\n                                       Attn: Richard W. Stimson, Vice President,\n                                       Legal Services\n\n                                      -23-\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8364,8660],"corporate_contracts_industries":[9516],"corporate_contracts_types":[9630,9629],"class_list":["post-43819","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-nokia-corp","corporate_contracts_companies-redback-networks-inc","corporate_contracts_industries-telecommunications__equipment","corporate_contracts_types-securities__invest","corporate_contracts_types-securities"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/43819","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=43819"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43819"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43819"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43819"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}