EXHIBIT 4.6
AMENDMENT NO. 4 TO SECOND
AMENDED AND RESTATED
INVESTOR RIGHTS AGREEMENT
This Agreement, dated as of February 11, 2000, is entered into by and
among Sycamore Networks, Inc., a Delaware corporation ( the "Company"), the
Investors (as defined below) and the Founders (as defined below).
WHEREAS, the Company has entered into a Second Amended and Restated
Investor Rights Agreement (the "Agreement") dated as of February 26, 1999, with
the persons and entities listed on Schedule I thereto under the heading
"Investors" (individually, an "Investor" and collectively, the "Investors") and
the persons listed on Schedule II thereto under the heading "Founders"
(individually, a "Founder" and collectively, the "Founders"), which Agreement
was amended by Amendment No. 1 thereto dated as of July 23, 1999 by and among
the Company, Siemens Information and Communication Networks, Inc., a Delaware
corporation, the Investors and the Founders, and further amended by Amendment
No. 2 thereto and Amendment No. 3 thereto dated as of August 5, 1999, and
September 20, 1999, respectively, by and among the Company, the Investors and
the Founders (the Agreement, as so amended being referred to herein as the
"Second Restated Agreement"); and
WHEREAS, the Second Restated Agreement provides, among other things,
that it may be amended at any time by a written instrument signed by the Company
and Investors holding at least a majority of the shares of the common stock
$.001 par value, of the Company issued or issuable upon conversion of the Shares
(as defined in the Second Restated Agreement); and
WHEREAS, the Investors parties hereto hold shares of Common Stock
representing at least a majority of the shares of Common Stock issued upon
conversion of the Shares; and
WHEREAS, the parties hereto wish to amend the Second Restated
Agreement as set forth herein;
NOW, THEREFORE, in consideration of the mutual promises and covenants
contained herein, and for other good and valuable consideration, the receipt of
which is hereby acknowledged, the parties hereto agree as follows:
1. Paragraph (a) of Section 2 of Article III of the Second Restated
Agreement shall be deleted in its entirety and the following substituted in its
place:
a. Whenever the Company proposes to file a
Registration Statement at any time and from time to
time, it will, prior to such filing, give written
notice to all Stockholders of its intention to do so
and, upon the written request of a Stockholder or
Stockholders, given within 10 business days after the
Company provides such notice (which request shall state
the intended method of disposition of such Registrable
Shares), the Company shall use its reasonable best
efforts to cause all Registrable Shares which the
Company has been requested by such Stockholder or
Stockholders to register, to be registered under the
Securities Act to the extent necessary to permit their
sale or other disposition in accordance with the
intended methods of distribution specified in the
request of such Stockholder or Stockholders; provided,
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however, that the provisions of this Section 2 shall
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not apply to any Registration Statement filed by the
Company prior to January 1, 2001; provided, further,
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however, that the Company shall have the right to
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postpone or withdraw any registration effected pursuant
to this Section 2 without obligation to any
Stockholder.
2. The Second Restated Agreement, as supplemented and modified by this
Amendment together with the other writings referred to in the Second Restated
Agreement or delivered pursuant thereto which form a part thereof, contains the
entire agreement among the parties with respect to the subject matter thereof
and amends, restates and supersedes all prior and contemporaneous arrangements
or understandings with respect thereto.
3. Upon the effectiveness of this Agreement, on and after the date
hereof, each reference in the Second Restated Agreement to "this Agreement,"
"hereunder," "hereof," "herein" or words of like import, and each reference in
the other documents entered into in connection with the Second Restated
Agreement, shall mean and be a reference to the Second Restated Agreement, as
amended hereby. Except as specifically amended above, the Second Restated
Agreement shall remain in full force and effect and is hereby ratified and
confirmed.
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4. This Amendment shall be governed by the laws of the State of Delaware,
notwithstanding the conflict-of-law doctrines of Delaware or any other
jurisdiction to the contrary.
5. This Amendment may be executed in any number of counterparts, and each
such counterpart shall be deemed to be an original instrument, but all such
counterparts together shall constitute but one agreement.
6. This Amendment shall be binding on all parties to the Second Restated
Agreement as and when executed by the Company and Investors holding at least a
majority of the shares of Common Stock issued upon conversion of the Shares.
IN WITNESS WHEREOF the parties hereto have executed this Amendment on the
date first above written.
COMPANY:
SYCAMORE NETWORKS, INC.
By: /s/ Daniel Smith
-----------------------------------
Daniel Smith
President
INVESTORS
SIEMENS INFORMATION AND
COMMUNICATION NETWORKS, INC.
By:___________________________________
Address: 900 Broken Sound Parkway
Boca Raton, FL 33487
For Notices: P.O. Box 58075
Santa Clara, CA 95052-8075
Attn: Bjoern Christensen
Fax: (408) 492-4821
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With Copies to: Siemens Corporation
1301 Avenue of Americas
New York, NY 10019
Attn: General Counsel
Fax: (212) 258-4490
MATRIX PARTNERS V, L.P.
Bay Colony Corporate Center
1000 Winter Street, Suite 4500
Waltham, MA 02154
By: Matrix V Management Co., L.L.C.,
its General Partner
By: /s/ Timothy Barrows
------------------------------------------
MATRIX V ENTREPRENEURS FUND, L.P.
Bay Colony Corporate Center
1000 Winter Street, Suite 4500
Waltham, MA 02154
By: Matrix V Management Co., L.L.C.,
its General Partner
By: /s/ Timothy Barrows
------------------------------------------
NORTH BRIDGE VENTURE PARTNERS II, L.P.
404 Wyman Street, Suite 365
Waltham, MA 02154
By: North Bridge Ventures Partners II, L.P.
its General Partner
By:_________________________________________
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INTEGRAL CAPITAL PARTNERS IV, L.P.
2750 Sand Hill Road
Menlo Park, CA 94025-7020
By: Integral Capital Management IV, LLC
its General Partner
By:__________________________________________
Pamela K. Hagenah
a Manager
INTEGRAL CAPITAL PARTNERS IV
MS SIDE FUND, L.P.
2750 Sand Hill Road
Menlo Park, CA 94025-7020
By: ICP MS Management, LLC
its General Partner
By:__________________________________________
Pamela K. Hagenah
a Manager
PEQUOT PRIVATE EQUITY FUND, L.P.
500 Nyala Farm Road
Westport, CT 06880
By:_________________________________________
PEQUOT OFFSHORE PRIVATE
EQUITY FUND, INC.
500 Nyala Farm Road
Westport, CT 06880
By:_________________________________________
PEQUOT VENTURE PARTNERS, L.P.
500 Nyala Farm Road
Westport, CT 06880
By:_________________________________________
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SPINNAKER FOUNDERS FUND, L.P.
1875 South Grant Street
San Mateo, CA 94402
By: Bowman Capital Management, L.L.C.
its General Partner
By:_________________________________________
William J. Haggerty, Managing
Director of Operations of Bowman
Capital Management, L.L.C.
SPINNAKER OFFSHORE
FOUNDERS FUND, CAYMAN LIMITED
1875 South Grant Street
San Mateo, CA 94402
By: Bowman Capital Management, L.L.C.,
its Investment Adviser and Attorney-in-Fact
By:_________________________________________
William J. Haggerty, Managing
Director of Operations of Bowman
Capital Management, L.L.C.
SPINNAKER CLIPPER FUND, L.P.
1875 South Grant Street
San Mateo, CA 94402
By: Bowman Capital Management, L.L.C.,
its General Partner
By:_______________________________________
William J. Haggerty, Managing
Director of Operations of Bowman
Capital Management, L.L.C.
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ATGF II, a Panamanian corporation
SUCRE Building Calle 48 Este
Bella Vista, P.O. Box 5168
Panama S, Panama
By:_________________________________________
Director
The Ralph H. Cechettini 1995 Trust
By:_________________________________________
____________________________________________
James Stableford
____________________________________________
Anthony Ciulla
____________________________________________
William Slattery
____________________________________________
Marc Weiss
____________________________________________
Chikong Shue
____________________________________________
Siu Wing Li
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____________________________________________
Michael Viren
____________________________________________
Steven Finn
____________________________________________
Eric MacDonald
____________________________________________
John Dowling
____________________________________________
Leaf Uptegrove
____________________________________________
Scott Baker
____________________________________________
Jeanette Slaff
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/s/ Gururaj Deshpande
--------------------------------------------
Gururaj Deshpande
/s/ Daniel Smith
--------------------------------------------
Daniel Smith
FOUNDERS:
/s/ Gururaj Deshpande
--------------------------------------------
Gururaj Deshpande
Address: 9 Sparta Way
Andover, MA 01810
____________________________________________
Richard Barry
Address: 1284 Beacon Street, #815
Brookline, MA 02138
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Schedule I
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Investors
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Matrix Partners V, L.P.
Matrix V Entrepreneurs Fund, L.P.
North Bridge Venture Partners II, L.P.
Integral Capital Partners IV, L.P.
Integral Capital Partners IV MS Side Fund, L.P.
Pequot Private Equity Fund, L.P.
Pequot Venture Partners, L.P.
Pequot Offshore Private Equity Fund, Inc.
ATGF II, a Panamanian corporation
The Ralph H. Cechettini 1995 Trust
James Stableford
Anthony Ciulla
William Slattery
Marc Weiss
Spinnaker Founders Fund, L.P.
Spinnaker Offshore Founders Fund, Cayman Limited
Spinnaker Clipper Fund, L.P.
Gururaj Deshpande
Daniel Smith
Chikong Shue
Siu Wing Li
Michael Viren
Steven Finn
Eric MacDonald
John Dowling
Leaf Uptegrove
Scott Baker
Jeannette Slaff
Siemens Information and Communication Networks, Inc.