XXX LTD. BY: /s/ Xxxxxxx Xxxxx --------------------------------- NAME: Xxxxxxx Xxxxx TITLE: CFO
XXX LTD. By: --------------------------------- Name: Title: --------------------------------- [Representative] Dated: , ----------- -----
ANNEX IV LITIGATION CERTIFICATE TO UNITED STATES TRUST COMPANY OF NEW YORK, AS ESCROW AGENT The undersigned, XxxXxxx.xxx, Ltd., a Delaware corporation ("PARENT"), pursuant to Section 5(b) of the Escrow Agreement dated as of May 11, 2000 among Parent, the other individuals and entities signatory thereto (collectively, the "SHAREHOLDERS") and you (terms defined in said Escrow Agreement have the same meanings when used herein), hereby:
(a) certifies that (i) attached hereto is a final, nonappealable order of a court of competent jurisdiction resolving the dispute between Parent and the Shareholders as to the matter described in the Certificate of Instruction dated ____________, ____ and the related Objection Certificate dated ____________, ____ and (ii) the final Owed Amount with respect to the matter described in such Certificates, as provided in such order, is $______________;
(b) instructs you to deliver to Parent certificates evidencing in the aggregate that number of whole Escrow Shares (ignoring fractions), valued at the Per Share Price, equal to the Owed Amount referred to in clause (ii) of paragraph (a) above, within two business days following your receipt of this Certificate;
(c) agrees that the Owed Amount designated in such Certificate of Instruction, to the extent, if any, it exceeds the Owed Amount referred to in clause (ii) of paragraph (a) above, shall be deemed not payable by the Shareholders to the Indemnified Parties and such Certificate of Instruction is hereby canceled; and
(d) certifies that this Litigation Certificate is being rendered by Parent in good faith and that Parent and the Shareholders and the Escrow Agent may rely on such good faith determination.
XXX LTD. By: -------------------------------- Name: Title: Dated: , ----------- -----
XXX LTD. Per: /s/ Xxxx Xxxxx --------------
XXX LTD. By: ------------------------------------- Name: Title:
XXX LTD is not obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgement, decree or order of any court or administrative agency, that would interfere with the use of its respective best efforts to promote the interests of itself or that would conflict with it's business as proposed to be conducted by the Buyer.
XXX LTD. By: ------------------------------------- Name: Title: Dated:____________, ____ ANNEX II OBJECTION CERTIFICATE TO [--------------------], AS ESCROW AGENT The undersigned, [__________________________], acting in its capacity as the Representative pursuant to Section 5(b) of the Escrow Agreement dated as of May __, 2000 among XxxXxxx.xxx, Ltd., a Delaware corporation ("PARENT"), the other individuals and entities signatory thereto (collectively, the "SHAREHOLDERS") and you (terms defined in said Escrow Agreement have the same meanings when used herein), hereby:
XXX LTD. By: --------------------------------------- Title: --------------------------------------- Address: --------------------------------------- --------------------------------------- --------------------------------------- PARTICIPANT Address: --------------------------------------- --------------------------------------- EXHIBIT I ASSIGNMENT SEPARATE FROM CERTIFICATE FOR VALUE RECEIVED _____________________ hereby sell(s), assign(s) and transfer(s) unto XxxXxxx.xxx, Ltd. (the "Corporation"), ________________(____) shares of the Common Stock of the Corporation standing in his or her name on the books of the Corporation represented by Certificate No. _____________ herewith and do(es) hereby irrevocably constitute and appoint ________________________ Attorney to transfer the said stock on the books of the Corporation with full power of substitution in the premises. Dated: ________________________ Signature ----------------------------------
XXX LTD. By: ------------------------------------- Name: Title: DOUBLE DIAMOND ASSOCIATES, LLC By: ------------------------------------- Name: Title: ---------------------------------------- XXXXXXX X. XXXXXXXXX CERIDIAN CORPORATION By: ------------------------------------- Name: Title: GENERAL ATLANTIC PARTNERS 48, L.P. By: General Atlantic Partners, LLC, its general partner By: --------------------------------- Name: Title: GAP COINVESTMENT PARTNERS, L.P. By: ------------------------------------- Name: Title: GENERAL ATLANTIC PARTNERS 60, L.P. By: General Atlantic Partners, LLC, its general partner By: --------------------------------- Name: Title: GAP COINVESTMENT PARTNERS II, L.P. By: ------------------------------------- Name: Title: SCHEDULE I EXHIBIT B ESCROW AGREEMENT ESCROW AGREEMENT, dated as of May __, 2000, among XxxXxxx.xxx, Ltd., a Delaware corporation ("PARENT"), the individuals and entities listed on SCHEDULE I hereto (each, a "SHAREHOLDER" and together, the "SHAREHOLDERS"), and _____________, as escrow agent (the "ESCROW AGENT").
XXX LTD s/ Chan X. Xxx ---------------------------------------- By: Chan X. Xxx Chairman and Chief Executive Officer
