PHOENIX TECHNOLOGIES LTD. 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 effective as of October 22, 1999 (the "Rights Agreement"), between Phoenix Technologies Ltd., a Delaware corporation (the "Company"), and BankBoston, N.A. ( 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., New York time, on October 22, 2009 at the office of the Rights Agent designated for such purposes, or at the office of its successor as Rights Agent, one one-thousandth (1/1,000) of a fully paid non- assessable share of Series B Participating Preferred Stock, $.001 par value, (the "Preferred Shares"), of the Company, at an Exercise Price of Seventy-Five Dollars ($75.00) per one-thousandth of a Preferred Share (the "Exercise Price"), upon presentation and surrender of this Rights Certificate with the Form of Election to Purchase and related Certificate duly executed. The number of Rights evidenced by this Rights Certificate (and the number of one-thousandths of a Preferred Share which may be purchased upon exercise hereof) set forth above are the number and Exercise Price as of October 22, 1999 based on the Preferred Shares as constituted at such date. As provided in the Rights Agreement, the Exercise Price and the number and kind of Preferred Shares or other securities which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events. This Rights Certificate is subject to all of the terms, covenants and restrictions of the Rights Agreement, which terms, covenants and restrictions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal executive offices of the Company and the office of the Rights Agent. Subject to the...
PHOENIX TECHNOLOGIES LTD. By: Xxxxxx X. Xxxxx Title: President and CEO
PHOENIX TECHNOLOGIES LTD. By: ---------------------------------------- Name: ---------------------------------------- Title: ---------------------------------------- AWARD SOFTWARE INTERNATIONAL, INC. By: ---------------------------------------- Name: ---------------------------------------- Title: ---------------------------------------- AFFILIATE By: ---------------------------------------- Name of Affiliate: ------------------------------ Name of Signatory (if different from name of Affiliate): ------------------------------ Title of Signatory (if applicable): --------------------------------- Number of shares of Phoenix Common Stock beneficially owned by Affiliate: ------------------------------------------- Number of shares of Phoenix Common Stock subject to options beneficially owned by Affiliate: ------------------------------------------- ***PHOENIX TECHNOLOGIES LTD. AFFILIATE AGREEMENT*** AD-3
PHOENIX TECHNOLOGIES LTD. By: ---------------------------------------- Name: ---------------------------------------- Title: ----------------------------------------
PHOENIX TECHNOLOGIES LTD. By: Albert E. Sisto Title: Prxxxxxxx xxx XXX
