IMMERSION CORPORATION. By: ---------------------------------------- VICTOR VIEGAS President, Chiex Xxxxxxxxx Xfficer and Chief Financial Officer MICROSOFT CORPORATION By: ---------------------------------------- Name: Title: By: ---------------------------------------- Name: Title: By: ---------------------------------------- Name: Title: By: ---------------------------------------- Name: Title:
IMMERSION CORPORATION. Immersion Corporation, a California corporation ("Immersion") shall contribute to IMMERSION all of its right, title and interest in and to certain hardware, software, know-how, patent rights and trademarks related to three dimensional ("3D") digitizing technology, specifically including the assets described on Exhibit C, subject to all of the liabilities related thereto, in exchange for One Thousand (1,000) Units as a Class 1 Member and Ninety-Eight Thousand Nine Hundred Ninety-Nine (98,999) Units as a Class 2 Member. Upon its execution of this Agreement, Immersion shall receive a credit to its Capital Account in the amount set forth on Exhibit A. The Members acknowledge their understanding that Immersion intends to declare a dividend and distribute all of its Class 2 Member Units to its shareholders.
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. By: /s/ Xxxxxx Xxxxxx ---------------------------------------------- XXXXXX XXXXXX President, Chief Executive Officer and Chief Financial Officer Address: 000 Xxx Xxxx Xxx Xxxx, Xxxxxxxxxx 00000 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 Address: Xxx Xxxxxxxxx Xxx, Xxxx. 0/0000 Xxxxxxx, XX 00000-0000
IMMERSION CORPORATION. By: Dated: --------------------------------------- ------------------------ VICTOR VIEGAS President, Chief Executive Officer and Chief Xxxxxxxxx Xxxicer MICROSOFT CORPORATION By: Dated: --------------------------------------- ------------------------ Name: Title: By: Dated: --------------------------------------- ------------------------ Name: Title: By: Dated: --------------------------------------- ------------------------ Name: Title: By: Dated: --------------------------------------- ------------------------ Name: Title:
IMMERSION CORPORATION. By: /s/ Xxxx Xxxxxxxxx Title: Chief Executive Officer Rights Agent: COMPUTERSHARE TRUST COMPANY, N.A. By: /s/ Xxxxxxx Xxxxx Title: Vice President & Manager Exhibit A FORM of CERTIFICATE OF DESIGNATIONS of SERIES B JUNIOR PARTICIPATING PREFERRED STOCK of IMMERSION CORPORATION (Pursuant to Section 151 of the Delaware General Corporation Law) 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/ Xxxxxx Xxxxxx ---------------------------------------- XXXXXX XXXXXX President, Chief Executive Officer and Chief Financial Officer STOCKHOLDER: MICROSOFT CORPORATION By: /s/ Xxxxxxx Xxxxxxx ---------------------------------------- Name: Xxxxxxx Xxxxxxx Title: Sr. VP. Corp Development By: /s/ Xxxxx Xxx ---------------------------------------- Name: Xxxxx Xxx Title: Corporate VP and Chief Financial Officer
IMMERSION CORPORATION. By /s/ Louix Xxxxxxxxx -------------------------------------- Its: President ------------------------------- SHAREHOLDER REPRESENTATIVE: /s/ Jamex X. Xxxxxx ----------------------------------------- Jamex X. Xxxxxx ESCROW AGENT: U.S. TRUST COMPANY, NATIONAL ASSOCIATION
