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EXHIBIT 10.54    
  


    $125,000,000  


 WIND RIVER SYSTEMS, INC.

3.75% CONVERTIBLE SUBORDINATED NOTES DUE DECEMBER 15, 2006  


  
 

    REGISTRATION RIGHTS AGREEMENT    
  


December 10,
2001 


CREDIT SUISSE FIRST BOSTON CORPORATION

UBS WARBURG LLC

THOMAS WEISEL PARTNERS LLC
 c/o CREDIT SUISSE FIRST BOSTON CORPORATION
 Eleven Madison Avenue

New York, NY 10010-3629 


Dear
Sirs: 


    Wind
River Systems, Inc., a Delaware corporation ("the Company"), proposes to issue and sell to you (the
"Initial Purchasers"), upon the terms set forth in a purchase agreement of even date herewith (the "Purchase
Agreement"), $125,000,000 aggregate principal amount (plus up to an additional $25,000,000 aggregate principal amount) of its 3.75% Convertible Subordinated Notes due
December 15, 2006 (the "Initial Securities"). The Initial Securities will be convertible into shares of common stock, par value $0.001 per share,
of the Company (the "Common Stock") at the conversion price set forth in the Offering Circular dated December 5, 2001. The Initial Securities
will be issued pursuant to an Indenture, dated as of December 10, 2001 (the "Indenture"), among the Company and Bankers Trust Company, as trustee
(the "Trustee"). As an inducement to the Initial Purchasers to enter into the Purchase Agreement, the Company agrees with the Initial Purchasers, for
the benefit of (i) the Initial Purchasers and (ii) the holders of the Initial Securities and the Common Stock issuable upon conversion of the Initial Securities (collectively, the
"Securities") from time to time until the expiration of the Shelf Registration Period (as defined in Section 1, below) (each of the forgoing a
"Holder" and collectively the "Holders"), as follows: 


    1.  Shelf Registration.  (a) The Company shall, at its cost, prepare and, as promptly as
practicable (but in no event more than 90 days after the first date of original issuance of the Initial Securities) file with the Securities and Exchange Commission (the
"Commission") and thereafter use commercially reasonable efforts to cause to be declared effective as soon as practicable a registration statement on
Form S-3, or such other appropriate form as the Company may be permitted to use (the "Shelf Registration Statement"), relating to the
offer and sale of the Transfer Restricted Securities (as defined in Section 5 hereof) by the Holders thereof from time to time in accordance with the methods of distribution set forth in the
Shelf Registration Statement and Rule 415 under the Securities Act of 1933, as amended (the "Securities Act") (hereinafter, the
"Shelf Registration"); provided, however, that no Holder (other than an Initial Purchasers) shall be
entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such
Holder and has returned a properly completed and signed Selling Securityholder Notice and Questionnaire in the form of Annex A (a "Questionnaire") to
the Prospectus (as defined below) dated December 5, 2001 relating to the Initial Securities. 


    (b)
The Company shall use commercially reasonable efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein (the
"Prospectus") 


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to be lawfully delivered by the Holders of the relevant Securities, for a period of two years (or for such longer period if extended pursuant to Section 2(h) below) from the date of its
effectiveness or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) are no longer
restricted securities (as defined in Rule 144(k) under the Securities Act, or any successor rule thereof), assuming for this purpose that the Holders thereof are not affiliates of the Company
(in any such case, such period being called the "Shelf Registration Period"). The Company shall be deemed not to have used commercially reasonable
efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Securities covered thereby not being able to
offer and sell such Securities during that period, unless such action is (i) required by applicable law, or (ii) taken by the Company in good faith and contemplated by Sections
2(b)(v) or 5(b) below, and the Company thereafter complies with the requirements of Section 2(h) below. 


    (c)
Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement and the Prospectus and any amendment or supplement
thereto, as of the effective date of the Shelf Registration Statement, amendment or supplement, (i) to comply in all material respects with the applicable requirements of the Securities Act and
the rules and regulations of the Commission and (ii) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order
to make the statements therein, in light of the circumstances under which they were made, not misleading. 


    2.  Registration Procedures.  In connection with the Shelf Registration contemplated by Section 1
hereof, the following provisions shall apply: 


    (a) The
Company shall (i) furnish to the Initial Purchasers, prior to the filing thereof with the Commission, a copy of the Shelf Registration Statement and each
amendment thereof and each supplement, if any, to the Prospectus included therein and, in the event that an Initial Purchaser (with respect to any portion of an unsold allotment from the original
offering) is participating in the Shelf Registration Statement, shall use commercially reasonable efforts to reflect in each such document, when so filed with the Commission, such comments as such
Initial Purchaser reasonably may propose; and (ii) include the names of the Holders who propose to sell Securities pursuant to the Shelf Registration Statement as selling securityholders;  provided that Holders shall have furnished to the Company on a timely basis such information regarding the Holder as the Company may require pursuant to
Section 2(l) hereof. Notwithstanding the foregoing, if a properly completed Questionnaire is received by the Company before 10 days prior to the effective date of the Shelf Registration
Statement or amendment thereto, such Holder shall be entitled to have its Securities included in the Shelf Registration Statement or such amendment at the effective date thereof. If the Company
receives such properly completed Questionnaire thereafter, the Securities covered by such Questionnaire will be included in the Shelf Registration Statement, and the Company shall file any amendments
to the Shelf Registration Statement or supplements related to the Prospectus to permit such Holder to deliver the Prospectus to purchasers of the Securities, as promptly as reasonably practicable
after receipt of such properly completed Questionnaire; provided that (a) the Company may take reasonable steps to aggregate the addition of Securities of more than one Holder for purposes of
filing amendments to the Shelf Registration Statement or supplements to the Prospectus so as to reduce the need for multiple amendments or supplements, and (b) the Company shall not be required
to file more than one amendment or supplement during any thirty-day period. 


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    (b) The Company shall give written notice to the Initial Purchasers and the Holders of the Securities (which notice pursuant to clauses (ii)-(v) hereof shall be
accompanied by an instruction to suspend the use of the Prospectus until the requisite changes have been made): 



    (i)  when
the Shelf Registration Statement or any amendment thereto has been filed with the Commission and when the Shelf Registration Statement or any
post-effective amendment thereto has become effective; 


    (ii) of
any request by the Commission for amendments or supplements to the Shelf Registration Statement or the Prospectus or for additional information; 


    (iii) of
the issuance by the Commission of any stop order suspending the effectiveness of the Shelf Registration Statement or the initiation of any proceedings for that
purpose; 


    (iv) of
the receipt by the Company or its legal counsel of any notification with respect to the suspension of the qualification of the Securities for sale in any
jurisdiction or the initiation or threatening of any proceeding for such purpose; and 


    (v) of
the happening of any event that requires the Company to make changes in the Shelf Registration Statement or the Prospectus in order that the Shelf Registration
Statement or the Prospectus does not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein (in the
case of the Prospectus, in light of the circumstances under which they were made) not misleading. 




    (c) The
Company shall use reasonable efforts to obtain the withdrawal, at the earliest possible time, of any order suspending the effectiveness of the Shelf
Registration Statement. 


    (d) The
Company shall furnish to each Holder of Securities included within the coverage of the Shelf Registration, without charge, at least one copy of the Shelf
Registration Statement and any post-effective amendment thereto, including financial statements and schedules, and, if the Holder so requests in writing, all exhibits thereto (including
those, if any, incorporated by reference). 


    (e) The
Company shall, during the Shelf Registration Period, deliver to each Holder of Securities included within the coverage of the Shelf Registration, without
charge, as many copies of the Prospectus included in the Shelf Registration Statement and any amendment or supplement thereto as such person may reasonably request. The Company consents, subject to
the provisions of this Agreement, to the use of the Prospectus or any amendment or supplement thereto by each of the selling Holders of the Securities in connection with the offering and sale of the
Securities covered by the Prospectus, or any amendment or supplement thereto, included in the Shelf Registration Statement. 



    (f)  Prior
to any public offering of the Securities pursuant to the Shelf Registration Statement, the Company shall register or qualify or cooperate with the Holders of
the Securities included therein and
their respective counsel in connection with the registration or qualification of the Securities for offer and sale under the securities or "blue sky" laws of such states of the United States as any
Holder of the Securities reasonably requests in writing and do any and all other acts or things necessary or advisable to enable the offer and sale in such jurisdictions of the Securities covered by
such Registration Statement; provided, however, that the Company shall not be required to (i) qualify generally to do business in any
jurisdiction where it is not then so qualified or (ii) take any action which would subject it to general service of process or to taxation in any jurisdiction where it is not then so subject. 


    (g) The
Company shall cooperate with the Holders of the Securities to facilitate the timely preparation and delivery of certificates representing the Securities to be
sold pursuant to any Registration Statement free of any restrictive legends and in such denominations and registered in such names as the Holders may request a reasonable period of time prior to sales
of the Securities pursuant to the Shelf Registration Statement. 


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    (h) Upon the occurrence of any event contemplated by paragraphs (ii) through (v) of Section 2(b) above or Section 5(b) below during the
period for which the Company is required to maintain an effective Shelf Registration Statement, the Company shall promptly prepare and file a post-effective amendment to the Shelf
Registration Statement or an amendment or supplement to the Prospectus and any other required document (except, upon the occurrence of an event contemplated by Section 5(b) below, to the extent
that the Company determines in good faith that the disclosure of such event at such time would not be in the best interest of the Company) so that, as thereafter delivered to Holders or purchasers of
the Securities, the Prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in
light of the circumstances under which they were made, not misleading. If the Company notifies the Initial Purchasers and the Holders in accordance with paragraphs (ii) through (v) of
Section 2(b) above to suspend the use of the Prospectus until the requisite changes to the Prospectus have been made, then the Initial Purchasers and the Holders shall suspend use of such
Prospectus, and the period of effectiveness of the Shelf Registration Statement provided for in Section 1(b) above shall be extended by the number of days from and including the date of the
giving of such notice to and including the date when the Initial Purchasers and the Holders shall have received such amended or supplemented prospectus pursuant to this Section 2(h). 


    (i)  Not
later than the effective date of the Shelf Registration Statement, the Company will provide CUSIP numbers for the Initial Securities and the Common Stock
registered under the Shelf Registration Statement, and provide the Trustee with printed certificates for the Initial Securities, in a form eligible for deposit with The Depository Trust Company. 


    (j)  The
Company will use commercially reasonable efforts to comply with all rules and regulations of the Commission to the extent and so long as they are applicable to
the Shelf Registration and will make generally available to its security holders (or otherwise provide in accordance with Section 11(a) of the
Securities Act) an earnings statement satisfying the provisions of Section 11(a) of the Securities Act, no later than 45 days after the end of a 12-month period (or
90 days, if such period is a fiscal year) beginning with the first month of the Company's first fiscal quarter commencing after the effective date of the Shelf Registration Statement, which
statement shall cover such 12-month period. 


    (k) The
Company shall cause the Indenture to be qualified under the Trust Indenture Act of 1939, as amended, (the "Trust Indenture
Act") in a timely manner and containing such changes, if any, as shall be necessary for such qualification. In the event that such qualification would require the appointment
of a new trustee under the Indenture, the Company shall appoint a new trustee thereunder pursuant to the applicable provisions of the Indenture. 


    (l)  The
Company may require each Holder of Securities to be sold pursuant to the Shelf Registration Statement to furnish to the Company such information, including a
properly completed and signed Questionnaire, regarding the Holder and the distribution of the Securities as the Company may from time to time reasonably require for inclusion in the Shelf Registration
Statement, and the Company may exclude from such registration the Securities of any Holder that fails to furnish such information within a reasonable time after receiving such request. 


    (m) The
Company shall enter into such customary agreements (including, if requested, an underwriting agreement in customary form) and take all such other appropriate
actions, if any, as any Holder shall reasonably request in order to facilitate the disposition of the Securities pursuant to the Shelf Registration. 


    (n) The
Company shall (i) make reasonably available for inspection by the Holders, any underwriter participating in any disposition pursuant to the Shelf
Registration Statement and any attorney, accountant or other agent retained by the Holders or any such underwriter, all relevant financial and other records, pertinent corporate documents and
properties of the Company (other than 


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records and documents that the Company agreed contractually not to disclose) and (ii) cause the Company's officers, directors, employees, accountants and auditors to supply all relevant
information (other than records and documents that the Company agreed contractually not to disclose) reasonably requested by the Holders or any such underwriter, attorney, accountant or agent in
connection with the Shelf Registration Statement, in each case, as shall be reasonably necessary to enable such persons to conduct a reasonable investigation within the meaning of Section 11 of
the Securities Act; provided, however, that the foregoing inspection and information gathering shall be coordinated on behalf of the Initial Purchasers
by you and on behalf of the other parties, by one counsel designated by and on behalf of such other parties as described in Section 3 hereof; provided,
further, that any such persons requesting such information or conducting such inspection shall first agree in writing with the Company that any information that is reasonably
and in good faith designated by the Company as confidential at the time of delivery or inspection (as the case may be) of such information shall be kept confidential by such persons, unless
(1) disclosure of such information is required by court or administrative order or is
necessary to respond to inquiries of regulatory authorities; (2) disclosure of such information is required by law; (3) such information becomes generally available to the public other
than as a result of a disclosure or failure to safeguard by any such person; or (4) such information becomes available to any such person from a source other than the Company and such source is
not bound by a confidentiality agreement. 


    (o) The
Company, if requested by any Holder of Securities in connection with an underwritten offering covered by the Shelf Registration Statement, shall cause
(i) its counsel, which may be in-house counsel, to deliver an opinion and updates thereof relating to the Securities in customary form addressed to such Holders and the managing
underwriters, if any, thereof, and dated, in the case of the initial opinion, the effective date of such Shelf Registration Statement (it being agreed that the matters to be covered by such opinion
shall include, without limitation but subject to reasonable qualifications, the due incorporation and good standing of the Company and its material subsidiaries; the qualification of the Company and
its material subsidiaries to transact business as foreign corporations; the due authorization, execution and delivery of the relevant agreement of the type referred to in Section 2(m) hereof;
the due authorization, execution, authentication and issuance, and the validity and enforceability, of the Securities; the absence of material legal or governmental proceedings involving the Company
and its subsidiaries; the absence of governmental approvals (other than those required by the Commission) required to be obtained in connection with the Shelf Registration Statement, the offering and
sale of the Securities, or any agreement of the type referred to in Section 2(m) hereof; and the compliance as to form of the Shelf Registration Statement and any documents incorporated by
reference therein and of the Indenture with the requirements of the Securities Act and the Trust Indenture Act, respectively; and, as of the date of the opinion and as of the effective date of the
Shelf Registration Statement or most recent post-effective amendment thereto, as the case may be, a statement as to the absence from the Shelf Registration Statement, together with the
prospectus included therein, as then amended or supplemented, and any documents incorporated by reference therein, of an untrue statement of a material fact or the omission to state therein a material
fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) its officers to execute and
deliver all customary documents and certificates and updates thereof requested by any underwriters of the Securities and (iii) its independent public accountants to provide to the selling
Holders of the applicable Securities and any underwriter therefor a comfort letter in customary form and covering matters of the type customarily covered in comfort letters in connection with primary
underwritten offerings, subject to receipt of appropriate documentation as contemplated, and only if permitted, by Statement of Auditing Standards No. 72; provided
however, that in connection with an underwritten offering covered by the Shelf Registration Statement the Company may require any underwriter to agree to provisions
substantially in the form of Section 4 hereof. 


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    (p) The Company will use commercially reasonable efforts to (a) if the Initial Securities have been rated prior to the initial sale of such Initial Securities,
confirm such ratings will apply to the Securities covered by a Registration Statement, or (b) if the Initial Securities were not previously rated, cause the Securities covered by a Registration
Statement to be rated with the appropriate rating agencies, if so requested by holders of a majority in aggregate principal amount of Securities covered by the Shelf Registration Statement, or by the
managing underwriters, if any. 


    (q) In
the event that any broker-dealer registered under the Securities Exchange Act of 1934 (the "Exchange Act") shall
underwrite any Securities or participate as a member of an underwriting syndicate or selling group or "assist in the distribution" (within the meaning of the Conduct Rules (the
"Rules") of the National Association of Securities Dealers, Inc. ("NASD")) thereof, whether as a
Holder of such Securities or as an underwriter, a placement or sales agent or a broker or dealer in respect thereof, or otherwise, the Company will assist such broker-dealer in complying with the
requirements of such Rules, including, without limitation, by (i) if such Rules, including Rule 2720, shall so require, engaging a "qualified independent underwriter" (as defined in
Rule 2720) to participate in the preparation of the Shelf Registration Statement relating to such Securities, to exercise usual standards of due diligence in respect thereto and, if any portion
of the offering contemplated by such Registration Statement is an underwritten offering or is made through a placement or sales agent, to recommend the yield of such Securities,
(ii) indemnifying any such qualified independent underwriter to the extent of the indemnification of underwriters provided in Section 5 hereof and (iii) providing such information
to such broker-dealer as may be required in order for such broker-dealer to comply with the requirements of the Rules. 


    (r) The
Company shall use commercially reasonable efforts to take all other steps necessary to effect the registration of the Securities covered by a Registration
Statement contemplated hereby. 


    3.  Registration Expenses.  (a) Except as otherwise provide in Section 7 hereof, all
expenses incident to the Company's performance of and compliance with this Agreement will be borne by the Company, regardless of whether a Registration Statement is ever filed or becomes effective,
including without limitation; 



    (i)  all
registration and filing fees and expenses; 


    (ii) all
fees and expenses of compliance with federal securities and state "blue sky" or securities laws; 


    (iii) all
expenses of printing (including printing certificates for the Securities to be issued and printing of Prospectuses), messenger and delivery services and
telephone; 


    (iv) all
fees and disbursements of counsel for the Company; 


    (v) all
application and filing fees in connection with listing the Securities on a national securities exchange or automated quotation system pursuant to the
requirements hereof; and 


    (vi) all
fees and disbursements of independent certified public accountants of the Company (including the expenses of any special audit and comfort letters required by
or incident to such performance). 




    The
Company will bear its internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the
expenses of any annual audit and the fees and expenses of any person, including special experts, retained by the Company. 


    (b) Except
as otherwise provided in Section 7 hereof, in connection with the Shelf Registration Statement required by this Agreement, the Company will reimburse
the Initial Purchasers and the Holders of Securities covered by the Shelf Registration Statement, for the reasonable fees and 


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disbursements of not more than one counsel, designated by the Holders of a majority in principal amount of the Securities covered by the Shelf Registration Statement (provided that Holders of Common
Stock issued upon the conversion of the Initial Securities shall be deemed to be Holders of the aggregate principal amount of Initial Securities from which such Common Stock was converted) to act as
counsel for the Holders in connection therewith. 


    4.  Indemnification.  (a) The Company agrees to indemnify and hold harmless each Holder and each
person, if any, who controls such Holder within the meaning of the Securities Act or the Exchange Act (each Holder, and such controlling persons are referred to collectively as the
"Indemnified Parties") from and against any losses, claims, damages or liabilities, joint or several, or any actions in respect thereof (including, but
not limited to, any losses, claims, damages, liabilities or actions relating to purchases and sales of the Securities) to which each Indemnified Party may become subject under the Securities Act, the
Exchange Act or otherwise, insofar as such losses, claims, damages, liabilities or actions arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained
in the Shelf Registration Statement or Prospectus including any document incorporated by reference therein, or in any amendment or supplement thereto relating to the Shelf Registration, or arise out
of, or are based upon, the omission or alleged omission to state in a Prospectus including any document incorporated by reference therein, or in any amendment or supplement thereto relating to the
Shelf Registration, a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading,  provided however,
that the Company shall not be liable for any settlement of any action effected without its written consent (which shall not be
unreasonably withheld or delayed), and shall reimburse, as incurred, the Indemnified Parties for any legal or other expenses reasonably incurred by them in connection with investigating or defending
any such loss, claim, damage, liability or action in respect thereof; provided, however, that (i) the Company shall not be liable in any such
case to the extent that such loss, claim, damage or liability arises out of or is based upon any untrue statement or alleged untrue statement or omission or alleged omission made in the Shelf
Registration Statement or prospectus or in any amendment or supplement thereto or in any preliminary prospectus relating to the Shelf Registration in reliance upon and in conformity with written
information pertaining to such Holder and furnished to the Company by or on behalf of such Holder specifically for inclusion therein and (ii) with respect to any untrue statement or omission or
alleged untrue statement or omission made in any preliminary prospectus relating to the Shelf Registration Statement, the indemnity agreement contained in this
subsection (a) shall not inure to the benefit of any Holder from whom the person asserting any such losses, claims, damages or liabilities purchased the Securities concerned, to the extent that
a prospectus relating to such Securities was required to be delivered by such Holder under the Securities Act in connection with such purchase and any such loss, claim, damage or liability of such
Holder results from the fact that there was not sent or given to such person, at or prior to the written confirmation of the sale of such Securities to such person, a copy of the final prospectus if
the Company had previously furnished copies thereof to such Holder; provided further, however, that this indemnity agreement will be in addition to any
liability which the Company may otherwise have to such Indemnified Party. The Company shall also indemnify underwriters that participate in an offering of the Securities under the Shelf Registration
Statement, their officers and directors and each person who controls such underwriters within the meaning of the Securities Act or the Exchange Act to the same extent as provided above with respect to
the indemnification of the Holders of the Securities if requested by such Holders. 


    (b) Each
Holder, severally and not jointly, will indemnify and hold harmless the Company, its officers and directors and each person, if any, who controls the Company
within the meaning of the Securities Act or the Exchange Act from and against any losses, claims, damages or liabilities or any actions in respect thereof, to which the Company or any such controlling
person may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such losses, claims, damages, liabilities or actions arise out of or are based upon any untrue statement
or alleged untrue statement of 


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a material fact contained in the Shelf Registration Statement or Prospectus or in any amendment or supplement thereto relating to the Shelf Registration, or arise out of or are based upon the omission
or alleged omission to state in a Prospectus or in any amendment or supplement thereto relating to the Shelf Registration a material fact necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading, but in each case only to the extent that the untrue statement or omission or alleged untrue statement or omission was made in reliance upon
and in conformity with written information pertaining to such Holder and furnished to the Company by or on behalf of such Holder specifically for inclusion therein; provided
however, that the Holders shall not be liable for any settlement of any action effected without their written consent (which shall not be unreasonably withheld or delayed);
and, subject to the limitations set forth immediately preceding this clause, shall reimburse, as incurred, the Company for any legal or other expenses reasonably incurred by the Company or any such
controlling person in connection with investigating or defending any loss, claim, damage, liability or action in respect thereof. This indemnity agreement will be in addition to any liability which
such Holder may otherwise have to the Company or any of its controlling persons. 


    (c) Promptly
after receipt by an indemnified party under this Section 4 of notice of the commencement of any action or proceeding (including a governmental
investigation), such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 4, notify the indemnifying party of the commencement
thereof; but the omission so to notify the indemnifying party will not, in any event, relieve the indemnifying party from any obligations to any indemnified party other than the indemnification
obligation provided in paragraph (a) or (b) above, unless and to the extent the indemnifying party did not otherwise learn of such claim and such omission results in the forfeiture by
the indemnifying party of substantial rights or defenses or the indemnifying party is otherwise materially prejudiced by such omission. In case any such action is brought against any
indemnified party, and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein and, to the extent that it may wish, jointly with
any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, provided
that if any such indemnified party reasonably determines that representation of such indemnifying party and the indemnified party by the same counsel would present a conflict
of interest, then such counsel shall not, except with the consent of the indemnified party, be counsel to the indemnifying party, and after notice from the indemnifying party to such indemnified party
of its election so to assume the defense thereof, the indemnifying party will not be liable to such indemnified party under this Section 4 for any legal or other expenses subsequently incurred
by such indemnified party in connection with the defense thereof. No indemnifying party shall, without the prior written consent of the indemnified party (which consent shall not be unreasonably
withheld or delayed), effect any settlement or compromise of, or consent to the entry of any judgment with respect to any pending or threatened action in respect of which any indemnified party is or
could have been a party and indemnity could have been sought hereunder by such indemnified party unless such settlement, compromise or judgment (i) includes an unconditional release of such
indemnified party from all liability on any claims that are the subject matter of such action, and (ii) does not include a statement as to or an admission of fault, culpability or a failure to
act by or on behalf of any indemnified party. In no event will any indemnifying party be liable of fees and disbursements of more than one counsel for all indemnified parties in connection with any
one action or separate but similar or related actions in the same jurisdiction arising out of the same general obligations or circumstances, unless such indemnified party reasonably determines that
representation of such indemnifying party and the indemnified party by the same counsel would present a conflict of interest. No indemnified party shall, without the prior written consent of the
indemnifying party, which consent shall not be unreasonably withheld or delayed, effect any settlement or compromise, or consent to the entry of any judgment with respect to any pending or threatened
action in respect of which any indemnifying party is or could have been a party and indemnity could have been sought hereunder by such indemnifying party. 


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    (d) If the indemnification provided for in this Section 4 is unavailable or insufficient to hold harmless an indemnified party under subsections (a) or
(b) above, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of the losses, claims, damages or liabilities (or actions in respect
thereof) referred to in subsection (a) or (b) above in such proportion as is appropriate to reflect the relative fault of the indemnifying party or parties on the one hand and the
indemnified party on the other in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities (or actions in respect thereof) as well as any other relevant
equitable considerations. The relative fault of the parties shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission
or alleged omission to state a material fact relates to information supplied by the Company on the one hand or such Holder or such other indemnified party, as the case may be, on the other, and the
parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The amount paid by an indemnified party as a result of the losses, claims,
damages or liabilities referred to in the first sentence of this subsection (d) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in
connection with investigating or defending any action or claim which is the subject of this subsection (d). Notwithstanding any other provision of this Section 4(d), the Holders shall not be
required to contribute any amount in excess of the amount by which the net proceeds received by such Holders from the sale of the Securities pursuant to the Shelf Registration Statement exceeds the
amount of damages which
such Holders have otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes of this
paragraph (d), each person, if any, who controls such indemnified party within the meaning of the Securities Act or the Exchange Act shall have the same rights to contribution as such
indemnified party and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act shall have the same rights to contribution as the Company. 


    (e) The
agreements contained in this Section 4 shall survive the sale of the Securities pursuant to the Shelf Registration Statement and shall remain in full
force and effect, regardless of any termination or cancellation of this Agreement or any investigation made by or on behalf of any indemnified party. 


    5.  Additional Interest Under Certain Circumstances.  (a) Additional interest (the
"Additional Interest") with respect to the Securities shall be assessed as follows if any of the following events occur (each such event in clauses
(i) through (iii) below being herein called a "Registration Default"): 



    (i)  the
Shelf Registration Statement has not been filed with the Commission by the 90th day after the first date of original issuance of the Initial
Securities; 


    (ii) the
Shelf Registration Statement has not been declared effective by the Commission by the 180th day after the first date of original issue of the
Initial Securities; 


    (iii) the
Company fails supplement or amend the Shelf Registration Statement in a timely manner (subject to the procedures set forth in Section 2(a) hereof) to
include the names of Holders who propose to sell Securities and who have furnished to the Company a Questionnaire as set forth in Section 1 hereof; provided
however that if such Questionnaire is delivered by such Holder during a Suspension Period (as defined below), the Company shall so inform such Holder and shall take the actions
set forth in Section 2 hereof upon the expiration of the Suspension Period; and 


    (iv) the
Shelf Registration Statement is declared effective by the Commission but (A) the Shelf Registration Statement thereafter ceases to be effective or
(B) the Shelf Registration Statement or the Prospectus ceases to be usable in connection with resales of Transfer Restricted Securities (as defined below) during the periods specified herein
because either (1) any event 



9





 


occurs as a result of which the Prospectus forming part of such Shelf Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make
the
statements therein in the light of the circumstances under which they were made not misleading, or (2) it shall be necessary to amend such Shelf Registration Statement or supplement the related
prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder. 




    Each
of the foregoing will constitute a Registration Default whatever the reason for any such event and whether it is voluntary or involuntary or is beyond the control of the Company
or pursuant to operation of law or as a result of any action or inaction by the Commission. 


    Additional
Interest shall accrue on the Securities over and above the interest set forth in the title of the Initial Securities from and including the date on which any such
Registration Default shall occur to but excluding the earlier of (i) the date on which all such Registration Defaults have been cured and (ii) the day following the last day of the Shelf
Registration Period, at a rate of 0.50% per annum (the "Additional Interest Rate"). 


    (b) Notwithstanding
anything to the contrary herein, the Company may suspend use of the Prospectus and prohibit offers and sales of Transfer Restricted Securities at
any time, if: 



	(A)
	(1)
it is in possession of material non-public information, (2) the Company determines in good faith that disclosure of such material non-public
information at such time would not be in the best interests of the Company and (3) the Company determines that such prohibition is necessary to avoid a requirement to disclose such material
non-public information; or



	(B)
	the
Company determines in good faith that because of valid business reasons (not including the avoidance of the Company's obligation hereunder), including the acquisition or
divestiture of assets, pending corporate developments and similar events, offers and sales of the Transfer Restricted Securities are not in the best interests of the Company (each such period during
which any prohibition on offers and sales of Transfer Restricted Securities is in effect, a "Suspension Period"). 




    A
Suspension Period shall commence on and include the date on which the Company provides written notice (which notice need not specify the nature of the event giving rise to such
notice) to the Holders of Transfer Restricted Securities that offers and sales of Transfer Restricted Securities cannot be made in accordance with this Section 5(b) and shall end on the date on
which each such Holder either receives copies of a prospectus supplement, or is advised in writing by the Company that offers and sales of Transfer Restricted Securities and the use of the Prospectus
may be resumed; provided, however, that all Suspension Periods pursuant to clause (A) of this Section 7(b) in the aggregate shall not
exceed 120 days during any period of twelve consecutive calendar months (nor more than 90 consecutive days for any one Suspension Period). 



    (c) A
Registration Default referred to in Section 5(a)(iii) hereof shall be deemed not to have occurred and be continuing in relation to the Shelf
Registration Statement or the related prospectus if (i) such
Registration Default has occurred as a result of (x) the filing of a post-effective amendment to the Shelf Registration Statement to incorporate annual audited financial information
with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other
material events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus; provided
that in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement the Shelf Registration Statement and related prospectus to
describe such events as required by paragraph 2(h) hereof; provided further, however, that in any case if such Registration Default occurs for a
continuous period in excess of 30 days, Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs until 


10





 


such Registration Default is cured. A Registration Default may not occur during any Suspension Period, and any Registration Default in existence at the commencement of any Suspension Period shall be
tolled and the Additional Interest Rate shall not be increased because of such Registration Default during such Suspension Period. 


    Notwithstanding
anything to the contrary, during the occurrence of any Registration Default, offers and sales of Transfer Restricted Securities pursuant to the Shelf Registration
Statement shall be prohibited. 


    (d) Any
amounts of Additional Interest due pursuant to Section 5(a) will be payable in cash on the regular interest payment dates with respect to the Securities;  provided however, that in the case of a
Registration Default set forth in subsection 5(a)(iii), such Additional Interest shall be paid only to Holders
that have delivered a Questionnaire that caused the Company to incur the obligations set forth therein the non-performance of which is the basis of such Registration Default. The amount of
Additional Interest will be determined (i) in the case of Initial Securities, by multiplying the Additional Interest Rate by the principal amount of the Initial Securities, or (ii) in
the case of Common Stock issued upon conversion of the Initial Securities, by multiplying the Additional Interest Rate by the product of (A) the number of Common Shares issued upon conversion
and (B) the price at which the Initial Securities were converted into Common Stock, in each case as further multiplied by a fraction, the numerator of which is the number of days such
Additional Interest Rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360. 



    (e) "Transfer Restricted Securities" means each Security until (i) the date on which such Security has been
effectively registered under the Securities Act and disposed of in accordance with the Shelf Registration Statement or (iv) the date on which such Security is distributed to the public pursuant
to Rule 144 under the Securities Act or is saleable pursuant to Rule 144(k) under the Securities Act. 


    6.  Rules 144 and 144A.  The Company shall use commercially reasonable efforts to file the reports
required to be filed by it under the Securities Act and the Exchange Act in a timely manner and, if at any time the Company is not required to file such reports, it will, upon the request of any
Holder, make publicly
available other information so long as necessary to permit sales of their securities pursuant to Rules 144 and 144A. The Company covenants that it will take such further action as any Holder
may reasonably request, all to the extent required from time to time to enable such Holder to sell Transfer Restricted Securities without registration under the Securities Act within the limitation of
the exemptions provided by Rules 144 and 144A (including the requirements of Rule 144A(d)(4)). The Company will provide a copy of this Agreement to prospective purchasers of Securities
identified to the Company by the Initial Purchasers upon request. Upon the request of any Holder, the Company shall deliver to such Holder a written statement as to whether it has complied with such
requirements. Notwithstanding the foregoing, nothing in this Section 6 shall be deemed to require the Company to register any of its securities pursuant to the Exchange Act. 


    7.  Underwritten Registrations.  If any of the Transfer Restricted Securities covered by the Shelf
Registration are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will administer the offering ("Managing
Underwriters") will be selected by the holders of a majority in aggregate principal amount of such Transfer Restricted Securities to be included in such offering (provided that
holders of Common Stock issued upon conversion of the Initial Securities shall not be deemed holders of Common Stock, but shall be deemed to be holders of the aggregate principal amount of Initial
Securities from which such Common Stock was converted); provided, however, that (a) such investment banker or bankers must be reasonably
satisfactory to the Company and (b) the Company shall not be required to arrange for or participate in more than one underwritten offering during the Shelf Registration Period. 


11





 


    No person may participate in any underwritten registration hereunder unless such person (i) agrees to sell such person's Transfer Restricted Securities on the basis reasonably
provided in any underwriting arrangements approved by the persons entitled hereunder to approve such arrangements (ii) completes and executes all questionnaires, powers of attorney,
indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements and (iii) at least 20% of the outstanding Transfer Restricted
Securities are included in such underwritten offering. The holders participating in any underwritten offering shall be responsible for any expenses customarily borne by selling securityholders,
including underwriting discounts and commissions and fees and expenses of counsel to the selling securityholders to the extent not required to be paid by the Company pursuant to Section 3
hereof. 


    8.  Miscellaneous.  


    (a) Remedies. The Company acknowledges and agrees that any failure by the Company to comply with its obligations under
Section 1 hereof may result in material irreparable injury to the Initial Purchasers or the Holders for which there is no adequate remedy at law, that it will not be possible to measure damages
for such injuries precisely and that, in the event of any such failure, the Initial Purchasers or any Holder may obtain such relief as may be required to specifically enforce the Company's obligations
under Sections 1 hereof. The Company further agrees to waive the defense in any action for specific performance that a remedy at law would be adequate. 



    (b) No Inconsistent Agreements. The Company will not on or after the date of this Agreement enter into any agreement
with respect to its securities that is inconsistent with the rights granted to the Holders in this Agreement or otherwise conflicts with the provisions hereof. The rights granted to the Holders
hereunder do not in any way conflict with and are not inconsistent with the rights granted to the holders of the Company's securities under any agreement in effect on the date hereof. 


    (c) Amendments and Waivers. The provisions of this Agreement may not be amended, modified or supplemented, and waivers
or consents to departures from the provisions hereof may not be given, except by the Company and the Initial Purchasers. 



    (d) Notices. All notices and other communications provided for or permitted hereunder shall be made in writing by hand
delivery, first-class mail, facsimile transmission, or air courier which guarantees overnight delivery: 



    (1) if
to a Holder of the Securities, at the most current address given by such Holder to the Company. 


    (2) if
to the Initial Purchasers; 



	 	 	 	 	Credit Suisse First Boston Corporation

Eleven Madison Avenue

New York, NY 10010-3629

Fax No.: (212) 325-8278

Attention: Transactions Advisory Group
	

 	
 	

with a copy to:
	

 	
 	

 	
 	

Shearman & Sterling

555 California Street, 20th Floor

San Francisco, CA 94104-1522

Fax No.: (415) 616-1199

Attention: John D. Wilson
	

 	
 	

 	
 	

 




12





 

	

 	
 	

(3)	
 	

if to the Company, at its address as follows:
	

 	
 	

 	
 	

Wind River Systems, Inc.

500 Wind River Way

Alameda, CA 94501 Fax No.: (510) 749-2944

Attention: Vice President and General Counsel
	

 	
 	

with a copy to:
	

 	
 	

 	
 	

Cooley Godward LLP

One Maritime Plaza, 20th Floor

San Francisco, CA 94111-3580

Fax No.: (415) 951-3699

Attention: Kenneth L. Guernsey





    All such notices and communications shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; three business days after
being deposited in the mail, postage prepaid, if mailed; when receipt is acknowledged by recipient's facsimile machine operator, if sent by facsimile transmission; and on the day delivered, if sent by
overnight air courier guaranteeing next day delivery. 


    (e) Third-Party Beneficiaries. The Holders shall be third-party beneficiaries to the agreements
made hereunder between the Company, on the one hand, and the Initial Purchasers, on the other hand, and shall have the right to enforce such agreements directly to the extent they may deem such
enforcement necessary or advisable to protect their rights or the rights of Holders hereunder. 


    (f)  Successors and Assigns. This Agreement shall be binding upon the Company, the Initial Purchasers and the Holders
and each of their successors and assigns. 


    (g) Counterparts. This Agreement may be executed in any number of counterparts and by the parties hereto in separate
counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. 



    (h) Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise
affect the meaning hereof. 


    (i)  Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS. 


    The
Company hereby submits to the non-exclusive jurisdiction of the Federal and state courts in the Borough of Manhattan in the City of New York in any suit or proceeding
arising out of or relating to this Agreement or the transactions contemplated hereby. 


    (j)  Severability. If any one or more of the provisions contained herein, or the application thereof in any
circumstance, is held invalid, illegal or unenforceable, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions contained herein shall
not be affected or impaired thereby. 


    (k) Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal
amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely
by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. 


13





 


    If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all
counterparts, will become a binding agreement among the several Initial Purchasers and the Company in accordance with its terms. 



	

 	
 	

Very truly yours,
	



 	

 	



WIND RIVER SYSTEMS, INC.
	



 	

 	



By:	



/s/ MICHAEL ZELLNER   
 Name: Michael Zellner

Title: Vice President, Finance and Chief Financial Officer







	



The foregoing Registration

Rights Agreement is hereby confirmed

and accepted as of the date first

above written.	



 
	


 CREDIT SUISSE FIRST BOSTON CORPORATION

UBS WARBURG LLC

THOMAS WEISEL PARTNERS LLC	



 
	



BY CREDIT SUISSE FIRST BOSTON CORPORATION	



 
	


 By:	

 	



/s/ RICHARD HART   
 Title: Director

	



 




14









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EXHIBIT 10.54


REGISTRATION RIGHTS AGREEMENT