IMMERSION CORPORATION. By: ---------------------------------- XXXXXX XXXXXX President, Chief Executive Officer and Chief Financial Officer MICROSOFT CORPORATION By: ---------------------------------- Name: Title: By: --------------------------------- Name: Title: By: --------------------------------- Name: Title: By: --------------------------------- Name: Title: EXHIBIT A ROYALTIES FOR ROYALTY-BEARING [****] PRODUCTS
IMMERSION CORPORATION. By: /s/ Xxxxxx Xxxxxx ---------------------------------------- XXXXXX XXXXXX President, Chief Executive Officer and Chief Financial Officer
IMMERSION CORPORATION. By: /s/ Xxxx Xxxxxxxxx Title: Chief Executive Officer By: /s/ Xxxxxxx Xxxxx Title: Vice President & Manager Immersion Corporation, a corporation organized and existing under the General Corporation Law of the State of Delaware (hereinafter called the “Corporation”), hereby certifies that the following resolution was adopted by the Board of Directors of the Corporation as required by Section 151 of the General Corporation Law at a meeting duly called and held on December 26, 2017:
IMMERSION CORPORATION. This certifies that or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Rights Agreement, dated as of December 27, 2017, as it may be amended, supplemented or otherwise modified from time to time, the “Rights Agreement”), between Immersion Corporation, a Delaware corporation (the “Company”), and Computershare Trust Company, N.A. (or any successor rights agent) (the “Rights Agent”), to purchase from the Company at any time after the Distribution Date (as such term is defined in the Rights Agreement) and prior to 5:00 p.m., Eastern Time, on December 26, 2018 at the principal office of the Rights Agent, or at the office of its successor as Rights Agent, one one-thousandth (i.e., 1/1000) of a fully paid non-assessable share of Series B Junior Participating Preferred Stock, par value $0.001 per share (the “Preferred Shares”), of the Company, at a purchase price of $30.00 per one one-thousandth (i.e., 1/1000) of a Preferred Share (the “Purchase Price”), upon presentation and surrender of this Right Certificate with the Certification and the Form of Election to Purchase duly executed, accompanied by a signature guarantee and such other documentation as the Rights Agent may reasonably request. The number of Rights evidenced by this Right Certificate (and the number of one one-thousandths of a Preferred Share which may be purchased upon exercise hereof) set forth above, and the Purchase Price set forth above, are the number and Purchase Price as of December 27, 2017, based on the Preferred Shares as constituted at such date. As provided in the Rights Agreement, the Purchase Price and the number of one one-thousandths of a Preferred Share which may be purchased upon the exercise of the Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events. From and after the occurrence of an event described in Section 11(a)(ii) of the Rights Agreement, if the Rights evidenced by this Right Certificate are or were at any time on or after the earlier of (x) the date of such event and (y) the Distribution Date (as such term is defined in the Rights Agreement) acquired or beneficially owned by an Acquiring Person or an Associate or Affiliate of (as such terms are defined in the Rights Agreement), such Rights shall become void, and any holder of such Rights shall thereafter have no right t...
IMMERSION CORPORATION. By: /s/ Victor Viegas -------------------------------------------------
IMMERSION CORPORATION. By: /s/ Xxxxxx Xxxxxx --------------------------------------- XXXXXX XXXXXX President, Chief Executive Officer and Chief Financial Officer PURCHASER: MICROSOFT CORPORATION By: /s/ Xxxxxxx X. Xxxxx --------------------------------------- Name: Xxxxxxx X. Xxxxx Title: Chairman of the Board By: /s/ Xxxxxxx Xxxxxxx --------------------------------------- Name: Xxxxxxx Xxxxxxx Title: Sr. VP. Corp. Development By: /s/ Xxxxx Xxx --------------------------------------- Name: Xxxxx Xxx Title: Corporate Vice President and Chief Financial Officer Immersion Corporation Series A Preferred Stock Purchase Agreement APPENDIX A
IMMERSION CORPORATION. To KLSI c/o Brxxxx Xxxhnical Group April 24, 1997 10080 X. Xxxxx Xx. SW3-100 Cupertino, CA 950114 408-000-0000 x 0000 408-000-0000 xxx PURCHASE ORDER NO: 10499 Description of Purchased Item: Design and development KLSI/[****] "Processor Plus" ASIC to be developed in conjunction with Immersion personnel. Total NRE Charges: $198,000 USD Payment Schedule:
1) Design award/initiation - $15,000 USD 2) Technical transfer completion - $55,000 USD (action scheduled for completion prior to 5/15/1997) 3) Design sign-off - $80,000 4) Ceramic sample delivery - $48,000 USD This program will be run according to a Design and Development Agreement that outlines the program in detail, itemizes each action step, who is assigned to what action, and the completion date for each action. This plan will be developed within 1 week of this purchase order date. Brucx Xxxxxx X.X./C.T.O. _________________________ Tim Xxxxx X.X./C.F.O. _________________________ Thanks for your time. I look forward to hearing from you. BRUCX XXXXXX, XXO IMMERSION 42 20 EXHIBIT C DELIVERABLES
IMMERSION CORPORATION. CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY AND COMPREHENSIVE LOSS (IN THOUSANDS, EXCEPT SHARE AMOUNTS) CONVERTIBLE PREFERRED STOCK COMMON STOCK ACCUMULATED OTHER
IMMERSION CORPORATION. By: --------------------------- Name: Title: THE SECURITIES REPRESENTED HEREBY MAY NOT BE TRANSFERRED UNLESS (I) SUCH SECURITIES HAVE BEEN REGISTERED FOR SALE PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED, (II) SUCH SECURITIES MAY BE SOLD PURSUANT TO RULE 144(K), OR (III) THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSFER MAY LAWFULLY BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933 OR QUALIFICATION UNDER APPLICABLE STATE SECURITIES LAWS. SUBJECT TO THE PROVISIONS OF SECTION 10 HEREOF, THIS WARRANT SHALL BE VOID AFTER 5:00 P.M. EASTERN TIME ON DECEMBER 23, 2009 (the "EXPIRATION DATE"). No. __________ IMMERSION CORPORATION WARRANT TO PURCHASE _______ SHARES OF COMMON STOCK, PAR VALUE $0.001 PER SHARE For VALUE RECEIVED, ____________________ ("Warrantholder"), is entitled to purchase, subject to the provisions of this Warrant, from Immersion Corporation, a Delaware corporation ("Company"), at any time not later than 5:00 P.M., Eastern time, on the Expiration Date (as defined above), at an exercise price per share equal to $7.0265 (the exercise price in effect being herein called the "Warrant Price"), ______ shares ("Warrant Shares") of the Company's Common Stock, par value $0.001 per share ("Common Stock"). The number of Warrant Shares purchasable upon exercise of this Warrant and the Warrant Price shall be subject to adjustment from time to time as described herein.
IMMERSION CORPORATION. By: ----------------------------- Name: Title: APPENDIX A IMMERSION CORPORATION WARRANT EXERCISE FORM To Immersion Corporation: The undersigned hereby irrevocably elects to exercise the right of purchase represented by the within Warrant ("Warrant") for, and to purchase thereunder by the payment of the Warrant Price and surrender of the Warrant, _______________ shares of Common Stock ("Warrant Shares") provided for therein, and requests that certificates for the Warrant Shares be issued as follows: _____________________________________ Name _____________________________________ Address _____________________________________ _____________________________________ Federal Tax ID or Social Security No. and delivered by (certified mail to the above address, or (electronically (provide DWAC Instructions:___________________), or (other (specify): _________________________________________________). and, if the number of Warrant Shares shall not be all the Warrant Shares purchasable upon exercise of the Warrant, that a new Warrant for the balance of the Warrant Shares purchasable upon exercise of this Warrant be registered in the name of the undersigned Warrantholder or the undersigned's Assignee as below indicated and delivered to the address stated below. Dated: ___________________, ____ Note: The signature must correspond with Signature:_____________________ the name of the Warrantholder as written on the first page of the Warrant in every _______________________________ particular, without alteration or enlargement Name (please print) or any change whatever, unless the Warrant has been assigned. _______________________________ _______________________________ Address _______________________________ Federal Identification or Social Security No. Assignee: _______________________________ _______________________________ _______________________________ REGISTRATION RIGHTS AGREEMENT ----------------------------- This Registration Rights Agreement (the "Agreement") is made and entered into as of this 22nd day of December, 2004 by and among Immersion Corporation, a Delaware corporation (the "Company"), and the "Investors" named in that certain Purchase Agreement by and among the Company and the Investors (the "Purchase Agreement"). The parties hereby agree as follows:
