XXX INC. By: Woo Xxx Xxx, Chief Executive Officer
XXX INC. ESY represents and warrants to RSP and the Shareholders that:
XXX INC. By: ---------------------------------- Xxxxxxxx X. Xxxx XX Executive Vice President-General Counsel and Secretary
XXX INC. By: ------------------------------- Name: Xxxxxx X. XxXxxxxx Title: Senior Vice President, General Counsel and Secretary Exhibit B [Form of Rights Certificate] Certificate No. R- ________ Rights NOT EXERCISABLE AFTER OCTOBER 14, 2009 (THE TENTH ANNIVERSARY OF THE DATE OF THE CONSUMMATION OF THE INITIAL PUBLIC OFFERING OF THE COMMON STOCK OF THE COMPANY) UNLESS EXTENDED PRIOR THERETO BY THE BOARD OF DIRECTORS OR EARLIER IF REDEEMED BY THE COMPANY. THE RIGHTS ARE SUBJECT TO REDEMPTION, AT THE OPTION OF THE COMPANY, AT $.01 PER RIGHT ON THE TERMS SET FORTH IN THE RIGHTS AGREEMENT. UNDER CERTAIN CIRCUMSTANCES, RIGHTS BENEFICIALLY OWNED BY AN ACQUIRING PERSON (AS SUCH TERM IS DEFINED IN THE RIGHTS AGREEMENT) AND ANY SUBSEQUENT HOLDER OF SUCH RIGHTS MAY BECOME NULL AND VOID. Rights Certificate XxxxXxxxxxxx.Xxx Inc. 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 October 14, 1999 (the "Rights Agreement"), between XxxxXxxxxxxx.Xxx Inc., a Delaware corporation (the "Company"), and ChaseMellon Shareholder Services, L.L.C., a New Jersey limited liability company (the "Rights Agent"), to purchase from the Company at any time before 5:00 p.m. (New York City time) on October 14, 2009 (the tenth anniversary of the date of consummation of the initial public offering of the Common Stock) (unless such date is extended prior thereto by the Board of Directors) at the office or offices of the Rights Agent designated for such purpose, or its successors as Rights Agent, one one-thousandth of a fully paid, non-assessable share of Series A Junior Participating Preferred Stock (the "Preferred Stock") of the Company, at the Purchase Price (as defined in the Rights Agreement), which shall initially be $_____ [insert the amount equal to the product of four times the average daily closing price of the Common Stock for the first five days of trading subsequent to the consummation of the initial public offering of the Common Stock] per one one-thousandth of a share, 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 shares which may be purchased upon exercise thereof) set forth above, and the Purchase Price per share set forth above, are the n...
XXX INC. By: ----------------------------- Title: --------------------------
XXX INC. Per: ---------------------------------- (SEAL) Name: ---------------------------------- Title: ---------------------------------- "LICENSEE" SIMULATOR SYSTEMS, INC. (SEAL) Per: ---------------------------------- Name: ---------------------------------- Title: ---------------------------------- SCHEDULE A Forming part of the Agreement, dated this 19th day of April, 1999, by and between:
XXX INC. SIMULATOR SYSTEMS, INC. --------------------------------------- DATED THIS day of ,1999. February 24, 1996 Re: Letter of Intent for the License of Software Dear ***** Xxxxx: This letter of intent is for the purpose of confirming the conversation to date and mutual intention of WorldNet Xxxxxxx.Xxx, Inc. ("Licensor") and Simulator Systems, Inc. ("Licensee"). If the basic terms and conditions as set forth in this Letter of Intent are acceptable, then it is the intent of the parties that a definitive License Agreement will be entered into, embodying the concepts and proposed terms outline below, including customary representations, warranties and indemnification, by both parties.
XXX INC. By: ----------------------------- Xxxxxxx Xxxxxx Chairman of the Board
XXX INC. By: /s/ Xxx Xxxx
XXX INC per: Xxxxxx Xxxx ------------------------ Xxxxxx Xxxx President
