AMENDMENT
TO
RIGHTS AGREEMENT
This Amendment to the Rights Agreement between Network Computing Devices,
Inc., a Delaware company (the "Company"), and ChaseMellon Shareholder Services,
L.L.C., a limited liability Company, as Rights Agent (the "Rights Agent"), dated
as of August 12, 1997 (the "Rights Agreement") is made as of the 31st day of
December, 1998.
RECITALS
WHEREAS, the Company and its Rights Agent have entered into the Rights
Agreement which provides in Section 27 that the Company and the Rights Agent may
from time to time supplement or amend the Agreement without approval of any
holders of Rights or Rights Certificates in order to, among other things, change
or supplement any of the provisions therein which the Company may deem necessary
or desirable, provided that such amendment occur prior to the Distribution Date
(as such term is defined in the Rights Agreement).
WHEREAS, the Board of Directors has determined that there has been no
Distribution Date.
WHEREAS, the Company changed its state of incorporation from California to
Delaware by a merger approved by the shareholders of the Company on May 28, 1998
and effected by the filing of a Certificate of Merger with the Secretary of
State of Delaware on October 29, 1998.
WHEREAS, the Company has determined that it is desirable to amend the
Rights Agreement as set forth below.
AGREEMENT
NOW, THEREFORE, the Rights Agreement is hereby amended as follows:
1. Section 32 of the Rights Agreement is hereby amended and restated in
its entirety to read as follows:
GOVERNING LAW. This Agreement, each Right and each Right
Certificate issued hereunder shall be deemed to be a contract
made under the laws of the State of Delaware and for all purposes
shall be governed by and construed in accordance with the laws of
such state applicable to contracts to be made and performed
entirely within such state.
2. The Rights Agreement, as amended herein, shall continue in full force
and effect, in accordance with its terms.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed, as of the day and year first written above.
NETWORK COMPUTING DEVICES, INC.
a Delaware company
By:/s/ Xxxxxxx X. Xxxxx
----------------------
Name: Xxxxxxx X. Xxxxx
Title: Chief Financial Officer
CHASEMELLON SHAREHOLDER SERVICES,
L.L.C.
a limited liability company
By: /s/ Xxxxxx X. Xxxxxxx
----------------------
Name: Xxxxxx X. Xxxxxxx
Title: Assistant Vice President
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