SENTO CORPORATION. By: ---------------------------------------- Patrick O'Neal, Chief Executive Xxxxxxx Exhibit B [Form of Rights Certificate] Certificate No. _________ ________ Rights THE RIGHTS ARE SUBJECT TO TERMINATION AT THE OPTION OF THE COMPANY ON THE TERMS SET FORTH IN THE RIGHTS AGREEMENT UNDER CERTAIN CIRCUMSTANCES (SPECIFIED IN SECTION 5.3 OF THE RIGHTS AGREEMENT). RIGHTS BENEFICIALLY OWNED BY AN ACQUIRING PERSON OR TRANSFEREES OF AN ACQUIRING PERSON OR ITS AFFILIATES OR ASSOCIATES (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT) MAY BECOME VOID. Rights Certificate This certifies that _________________________________ or registered assigns is the registered holder of the number of Rights set forth above, each of which entitles the registered holder thereof, subject to the terms, provisions, and conditions of the Rights Agreement dated as of the 3rd day of June, 2005 (the "Rights Agreement"), between Sento Corporation, a Utah corporation (the "Company"), and American Stock Transfer & Trust Company (the "Rights Agent") (which term shall include any successor Rights Agent under the Rights Agreement), to purchase from the Company at any time after the Separation Date (as such term is defined in the Rights Agreement) and prior to the close of business on the Expiration Date, one one-hundredth (1/100) of a share of Series A Preferred Stock (a "Preferred Share") at the Exercise Price referred to below, upon presentation and surrender of this Rights Certificate with the Form of Election to Exercise duly executed and submitted to the Rights Agent at its principal office at 6201 15th Avenue, Brooklyn, NY 10000. Xxx Xxxxxxxx Xxxxx xxxxx xxxxxally be One Hundred Dollars ($100.00) per Right and shall be subject to adjustment in certain events as provided in the Rights Agreement. In certain circumstances described in the Rights Agreement, each Right evidenced hereby may entitle the registered holder thereof to purchase or receive securities of an entity other than the Company; assets, debt securities, or shares in the capital stock of the Company other than Preferred Shares; or more or less than one one-hundredth (1/100) of a Preferred Share (or a combination thereof), all as provided in the Rights Agreement. This Rights Certificate is subject to all of the terms, provisions, and conditions of the Rights Agreement which terms, provisions, and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made f...
SENTO CORPORATION. PURCHASER REPRESENTATIVE QUESTIONNAIRE The following information is being furnished to Spire International Corp., a Utah corporation (the "Company"), in order to enable it to determine whether the undersigned may act as a Purchaser Representative, as such term is used in Regulation D promulgated under the Securities Act of 1933 (the "1933 Act"), in connection with the proposed offer and sale of Units (the "Units") of shares of common stock of the Company ("Shares") and warrants ("Warrants") for the purchase of shares of common stock of the Company ("Warrant Shares") to (the "Investor"). Capitalized terms defined in a subscription agreement delivered by the Investor to the Company (the "Agreement") are used herein as defined therein. The undersigned Purchaser Representative affirms and represents that the answers below are correct, and the Company, and each of its attorneys, officers, directors, employees and agents, are entitled to rely on them in making the foregoing determination. NOTE: REPRESENTATIVES OF THE COMPANY MAY NOT SERVE AS PURCHASER REPRESENTATIVES. (Please print complete response to each question below—attach additional sheets if required)
SENTO CORPORATION. By: ----------------------------------- Name/Title: Xxxxxx X. Xxxxxx, III, President and Chief Executive Officer By: ----------------------------------- Name/Title: Xxxx X. Filler, Chief Financial Officer ECHOPASS CORPORATION By: ----------------------------------- Name/Title: Xxxxx X. Xxxx, Vice President and Chief Technology Officer SCHEDULE A TO AMENDED AND RESTATED CONTRIBUTION AGREEMENT ---------------------------------------------------------------------- Certain Technology Technology includes, without limitation, the products and property listed below and any and all related documentation on or about the products or property listed below (whether with the names shown below or with the "Apex" or other predeccessor prefix) and all installation, configuration, diagrams, administrative setup, white papers, design documents or other information related to the tools and components used for communications, management, administration or operations of the technical infrastructure of the Contact Center. This documentation may be in the form of, but not limited to: product user guides, white papers, correspondence, notes, emails, database records, proposals, design documents, bug or enhancement reports, presentations, slide shows, or any information regardless of form, whether electronic or otherwise, that may contain references to the internals or features of these products or properties.
SENTO CORPORATION. By: By: ------------------------------- -------------------------------- Title: Title: ---------------------------- ----------------------------- Chair of Board, President or CFO, Secretary or Vice President Assistant Secretary SILICON VALLEY BANK By: ------------------------------- Title: ---------------------------- 21 - AMENDMENT TO WARRANT TO PURCHASE STOCK
