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Exhibit 4.03    
    


 
 

OMNEON VIDEO NETWORKS, INC.    
    


AMENDMENT AGREEMENT TO THE FOURTH AMENDED AND RESTATED

INVESTOR RIGHTS AGREEMENT  


        THIS AMENDMENT AGREEMENT TO THE FOURTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (this "Amendment Agreement")
is made as of this 28th day of September 2007, by and among Omneon Video Networks, Inc., a Delaware corporation
(the "Company") and the undersigned parties hereto. All capitalized terms not otherwise defined herein shall have the meanings ascribed to them
in the Rights Agreement (as defined below). 


 
 

RECITALS    
    


        WHEREAS, the Company is a party to the Fourth Amended and Restated Investor Rights Agreement dated as of March 26, 2004, as the same may have been amended
to date, attached hereto as Exhibit A (the "Rights Agreement"), by and among (i) the Company,
(ii) Donald M. Craig, Michael M. Gilbert, Edward P. Hobson, II and Lawrence R. Kaplan (each a "Founder" and
collectively the "Founders"), (iii) Comerica Bank (f/k/a Imperial Bank) ("Comerica"), as the
holder of a warrant to purchase Common Stock, (iv) holders of outstanding shares of the Company's Series A-1 Preferred Stock
(the "Series A-1 Holders") acquired pursuant to the Company's Series A-1, Series A-2.1
and Series A-2.2 Preferred Stock Purchase Agreement dated October 29, 2002, (v) the Former Preferred Holders (as defined in the Rights Agreement),
(vi) holders of outstanding shares of the Company's Series A-2.1 Preferred Stock
(the "Series A-2.1 Holders") acquired pursuant to the Series A Stock Purchase Agreement and the Company's Loan
Restructuring Agreement dated October 29, 2002 with Lighthouse Capital Partners II, L.P. and Lighthouse Capital Partners III, L.P., (vii) purchasers of the Company's
Series B-1 Preferred Stock ("Series B-1 Investors") pursuant to the Company's Series B-1
Preferred Stock Purchase Agreement dated March 26, 2004, and
(viii) BMC Software, Inc. ("BMC" and together with the Series B-1 Investors, the Series A-1 Holders
and the Series A-2.1 Holders, the "Investors"), as the holder of a warrant to purchase Series A-6 Preferred
Stock. 


        WHEREAS,
pursuant to, and subject to the conditions set forth in, that certain Series C-1 Preferred Stock Purchase Agreement of even date herewith
(the "Stock Purchase Agreement") between the Company and Sony Electronics Inc. ("Sony"),
the Company shall sell to Sony, and Sony shall purchase, up to 1,042,390 shares of the Company's Series C-1 Preferred Stock, par value $0.001 per share
(the "Shares"), at a per share price of $14.39 (the "Per Share Price"). 


        WHEREAS,
the transaction described in the preceding paragraph (the "Transaction") is conditioned upon Sony becoming a party to the
Rights Agreement. 


        WHEREAS,
the Company and all required individual parties to the Rights Agreement (the "Amending Parties") have agreed, pursuant to  Section 4.8 of
the Rights Agreement, to amend the Agreement in the manner set forth herein. 


        WHEREAS,
Sony agrees to become a party to the Rights Agreement. 


        NOW,
THEREFORE, in consideration of the mutual agreements set forth, Sony and the Amending Parties hereto agree as follows: 



        1.     Effective
as of the Closing (as defined in the Stock Purchase Agreement), Sony shall be an Investor as defined in the Rights Agreement for all purposes. 


        2.     Effective
as of the Closing (as defined in the Stock Purchase Agreement), Sony agrees to become a party to and be bound by, and that the Shares shall be subject
to, the terms and provisions of the Rights Agreement, to the same extent as if Sony were an original party thereto, for all purposes. 







 



        3.     Effective
as of the Closing (as defined in the Stock Purchase Agreement), the definition of Conversion Shares set forth in  Section 1.1 of the Rights Agreement shall be amended in its entirety to instead
read as follows: 



"Conversion Shares" shall mean the Common Stock issued or issuable upon conversion of the Former Preferred Stock and the Company's
Series A-1 Preferred Stock, Series A-2.1 Preferred Stock, Series A-3 Preferred Stock, Series A-4 Preferred Stock,
Series A-5 Preferred Stock, Series A-6 Preferred Stock, Series B-1 Preferred Stock and Series C-1 Preferred Stock. 




        4.     Effective
as of the Closing (as defined in the Stock Purchase Agreement), the second sentence of  Section 2.1(a) of the Rights Agreement shall be amended in its entirety to instead read as follows:




An
Investor's "Pro Rata Portion" for purposes of this Section 2.1 is the ratio that
(x) the sum of the number of shares of the Company's Common Stock held by the Investor or issuable upon conversion of the Series C-1 Preferred Stock,
Series B-1 Preferred Stock, Series A-1 Preferred Stock, Series A-2.1 Preferred Stock, Series A-2.2 Preferred
Stock, Series A-3 Preferred Stock, Series A-4 Preferred Stock, Series A-5 Preferred Stock and Series A-6 Preferred Stock
then held by such Investor bears to (y) the sum of the total number of shares of Common Stock then outstanding and the number of shares of the Company's Common Stock issuable upon conversion of
any then outstanding Preferred Stock of the Company. 




        5.     Effective
as of the Closing (as defined in the Stock Purchase Agreement), the fourth sentence of  Section 2.1(c) of the Rights Agreement shall be amended in its entirety to instead read as follows:




For
purposes of this Section 2.1(c), a Fully Exercising Investor's pro rata portion of Unsubscribed Shares is the ratio that
(x) the sum of the number of shares of the Company's Common Stock held by the Fully Exercising Investor or issuable upon conversion of the Series C-1 Preferred Stock,
Series B-1 Preferred Stock, Series A-1 Preferred Stock, Series A-2.1 Preferred Stock, Series A-2.2 Preferred
Stock, Series A-3 Preferred Stock, Series A-4 Preferred Stock, Series A-5 Preferred Stock and Series A-6 Preferred Stock
then held by such Fully Exercising Investor bears to (y) the sum of the number of shares of the Company's Common Stock held by all Fully Exercising Investors or issuable upon conversion of the
Series C-1 Preferred Stock, Series B-1 Preferred Stock, Series A-1 Preferred Stock, Series A-2.1 Preferred Stock,
Series A-2.2 Preferred Stock, Series A-3 Preferred Stock, Series A-4 Preferred Stock, Series A-5 Preferred Stock and
Series A-6 Preferred Stock then held by all Fully Exercising Investors. 




        6.     Waiver of Right of First Refusal and Limitations on Subsequent Registration Rights. The undersigned Investors hereby waive
on behalf of all Investors all rights set forth in Sections 1.8 and 2.1 of the Rights
Agreement respecting the Transaction, including, without limitation, the restriction on subsequent registration rights, the rights of first offer and notice rights set forth therein. 


        7.     Effectiveness.    This Amendment Agreement shall become effective when signed by (i) the Company,
(ii) Sony, (iii) the holders of a majority of the aggregate outstanding Registrable Securities held by the Investors and (iv) the holders of a majority of the aggregate
outstanding Shares held by the Founders. 


        8.     Governing Law.    This Amendment Agreement shall be governed by and construed under the laws of the State of
California without regard to choice of laws or conflict of laws provisions thereof. 


        9.     Counterparts.    This Amendment Agreement may be executed in two or more counterparts and signature pages may be
delivered by facsimile, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 



        10.   Termination of Prior Amendment.    That certain Amendment of the Fourth Amended and Restated Investor Rights
Agreement entered into by the Company and the other parties thereto, dated as of February 13, 2007, is hereby terminated and of no further force and effect. 


2







 



        11.   Effect on Rights Agreement; Entire Agreement. 



        (a)   Effect on Rights Agreement.    The provisions of this Amendment Agreement amend and supersede the rights or
obligations under the Rights Agreement only to the extent provided herein; all other provisions of the Rights Agreement, to the extent not modified herein, remain in full force and effect. 


        (b)   Entire Agreement.    The Rights Agreement, as amended hereby, together with this Amendment Agreement constitute
the full and entire understanding and agreement between the parties regarding the subject matter hereof and thereof and supersede and cancel all prior agreements, negotiations, correspondence,
undertakings and communications of the parties, oral or written, respecting such subject matter. 



[Signature Page Follows]


3










        IN WITNESS WHEREOF, the parties have executed this Amendment Agreement as of the date first written above. 



	

 	
 	
THE COMPANY:
	

 	
 	
OMNEON VIDEO NETWORKS, INC.
	

 	
 	

By:	

/s/  JOSEPH S. KENNEDY      
 Joseph Kennedy
 President and Chief Executive Officer





	

 	
 	
SONY ELECTRONICS INC.:
	

 	
 	

By:	

/s/  GEN TSUCHIKAWA      

	

 	
 	

Name:	

Gen Tsuchikawa
	

 	
 	

Title:	
Sr. VP & Corporate Treasurer





Exhibit A:    Fourth
Amended and Restated Investor Rights Agreement 


[Signature Page to the Amendment Agreement to the Fourth Amended and Restated Investor

Rights Agreement of Omneon Video Networks, Inc.]  









	 	FOUNDERS:
	

 	

/s/  DONALD M. CRAIG      
 Donald M. Craig
	

 	

/s/  LAWRENCE R. KAPLAN      
 Lawrence R. Kaplan




[Signature Page to the Amendment Agreement to the Fourth Amended and Restated Investor

Rights Agreement of Omneon Video Networks, Inc.]  









	 	 	INVESTORS:
	

 	
 	
ACCEL VI L.P.
	 	 	By:	Accel VI Associates L.L.C

Its General Manager
	

 	
 	

By:	

/s/  [ILLEGIBLE]      
ATTORNEY-IN-FACT
	

 	
 	
ACCEL VI-S L.P.
	 	 	By:	Accel VI Associates L.L.C

Its General Manager
	

 	
 	

By:	

/s/  [ILLEGIBLE]      
ATTORNEY-IN-FACT
	

 	
 	
ACCEL INTERNET FUND II L.P.
	 	 	By:	Accel Internet Fund II Associates L.L.C

Its General Manager
	

 	
 	

By:	

/s/  [ILLEGIBLE]      
ATTORNEY-IN-FACT
	

 	
 	
ACCEL KEIRETSU VI L.P.
	 	 	By:	Accel Keiretsu VI Associates L.L.C

Its General Manager
	

 	
 	

By:	

/s/  [ILLEGIBLE]      
ATTORNEY-IN-FACT
	

 	
 	
ACCEL INVESTORS '98 L.P.
	

 	
 	

By:	

/s/  [ILLEGIBLE]      
ATTORNEY-IN-FACT
	

 	
 	
ACCEL INVESTORS '98-S L.P.
	 	 	By:	Accel VI Associates L.L.C

Its General Manager
	

 	
 	

By:	

/s/  [ILLEGIBLE]      
ATTORNEY-IN-FACT




[Signature Page to the Amendment Agreement to the Fourth Amended and Restated Investor

Rights Agreement of Omneon Video Networks, Inc.]  









	 	 	ADVANCED TECHNOLOGY VENTURES VII, L.P.
	

 	
 	

By:	

/s/  W. RAFFEL      

	

 	
 	

Name:	

Wes Raffel
	

 	
 	

Title:	
Managing Director
	

 	
 	
ADVANCED TECHNOLOGY VENTURES VII (B), L.P.
	

 	
 	

By:	

/s/  W. RAFFEL      

	

 	
 	

Name:	

Wes Raffel
	

 	
 	

Title:	
Managing Director
	

 	
 	
ADVANCED TECHNOLOGY VENTURES VII (C), L.P.
	

 	
 	

By:	

/s/  W. RAFFEL      

	

 	
 	

Name:	

Wes Raffel
	

 	
 	

Title:	
Managing Director




[Signature Page to the Amendment Agreement to the Fourth Amended and Restated Investor

Rights Agreement of Omneon Video Networks, Inc.]  









	 	 	ATV ENTREPRENEURS VII, L.P.
	

 	
 	

By:	

/s/  W. RAFFEL      

	

 	
 	

Name:	

Wes Raffel
	

 	
 	

Title:	
Managing Director
	

 	
 	
ATV ALLIANCE 2001, L.P.
	

 	
 	

By:	

/s/  W. RAFFEL      

	

 	
 	

Name:	

Wes Raffel
	

 	
 	

Title:	
Managing Director
	

 	
 	
ATV ALLIANCE 2002, L.P.
	

 	
 	

By:	

/s/  W. RAFFEL      

	

 	
 	

Name:	

Wes Raffel
	

 	
 	

Title:	
Managing Director




[Signature Page to the Amendment Agreement to the Fourth Amended and Restated Investor

Rights Agreement of Omneon Video Networks, Inc.]  









	 	 	PALISADES VENTURES, L.P.
	

 	
 	

By:	

/s/  PAUL D'ADDARIO      

	

 	
 	

Name:	

Paul D'Addario
	

 	
 	

Title:	
Senior Managing Director
	

 	
 	
PALISADES QUALIFIED INVESTORS, L.P.
	

 	
 	

By:	

/s/  PAUL D'ADDARIO      

	

 	
 	

Name:	

Paul D'Addario
	

 	
 	

Title:	
Senior Managing Director
	

 	
 	
PALISADES NON-QUALIFIED INVESTORS, L.P.
	

 	
 	

By:	

/s/  PAUL D'ADDARIO      

	

 	
 	

Name:	

Paul D'Addario
	

 	
 	

Title:	
Senior Managing Director




[Signature Page to the Amendment Agreement to the Fourth Amended and Restated Investor

Rights Agreement of Omneon Video Networks, Inc.]  









	 	 	CHANCELLOR V, L.P.
	

 	
 	

By:	

/s/  E. LOHRASBPOUR      

	

 	
 	

Name:	

E. Lohrasbpour
	

 	
 	

Title:	
General Partner
	

 	
 	
CHANCELLOR V-A, L.P.
	

 	
 	

By:	

/s/  E. LOHRASBPOUR      

	

 	
 	

Name:	

E. Lohrasbpour
	

 	
 	

Title:	
General Partner
	

 	
 	
CITIVENTURE 2000, L.P.
	

 	
 	

By:	

/s/  E. LOHRASBPOUR      

	

 	
 	

Name:	

E. Lohrasbpour
	

 	
 	

Title:	
General Partner




[Signature Page to the Amendment Agreement to the Fourth Amended and Restated Investor

Rights Agreement of Omneon Video Networks, Inc.]  









	 	 	INTEL CAPITAL (CAYMAN) CORPORATION
	

 	
 	

By:	

/s/  DOUG LUSK      

	

 	
 	

Name:	

Doug Lusk
	

 	
 	

Title:	
Assistant Treasurer
	

 	
 	
INTEL CORPORATION
	

 	
 	

By:	

/s/  DOUG LUSK      

	

 	
 	

Name:	

Doug Lusk
	

 	
 	

Title:	
Assistant Treasurer




[Signature Page to the Amendment Agreement to the Fourth Amended and Restated Investor

Rights Agreement of Omneon Video Networks, Inc.]  









	 	 	MERITECH CAPITAL AFFILIATES II, L.P.
	

 	
 	

By:	

/s/  MICHAEL B. GORDON      

	

 	
 	

Name:	

Michael B. Gordon
	

 	
 	

Title:	
a managing member
	

 	
 	
MERITECH CAPITAL PARTNERS II, L.P.
	

 	
 	

By:	

/s/  MICHAEL B. GORDON      

	

 	
 	

Name:	

Michael B. Gordon
	

 	
 	

Title:	
a managing member
	

 	
 	
MCP ENTERPRENEUR PARTNERS II, L.P.
	

 	
 	

By:	

/s/  MICHAEL B. GORDON      

	

 	
 	

Name:	

Michael B. Gordon
	

 	
 	

Title:	
a managing member




[Signature Page to the Amendment Agreement to the Fourth Amended and Restated Investor

Rights Agreement of Omneon Video Networks, Inc.]  









	 	 	NORWEST VENTURE PARTNERS VII-A, L.P.
	 	 	By:	Itasca VC Partners VII-A, LLC

General Partner
	

 	
 	

By:	

/s/  KURT BETCHER      

	

 	
 	

Name:	

Kurt Betcher
	 	 	Title:	Admin Partner + CFO




[Signature Page to the Amendment Agreement to the Fourth Amended and Restated Investor

Rights Agreement of Omneon Video Networks, Inc.]  









	 	 	NORWEST VENTURE PARTNERS VII, LP
	 	 	By:	Itasca VC Partners VII, LLP

General Partner
	

 	
 	

By:	

/s/  KURT BETCHER      

	

 	
 	

Name:	

Kurt Betcher
	 	 	Title:	Admin Partner + CFO




[Signature Page to the Amendment Agreement to the Fourth Amended and Restated Investor

Rights Agreement of Omneon Video Networks, Inc.]  











QuickLinks



Exhibit 4.03


OMNEON VIDEO NETWORKS, INC.

RECITALS