Exhibit 2
RIGHT OF FIRST REFUSAL
AND
CO-SALE AGREEMENT
This RIGHT OF FIRST REFUSAL AND CO- SALE AGREEMENT
(this "Agreement") is made as of September 21, 1998, by and
among Xiox Corporation, a Delaware corporation (the
"Company"), Intel Corporation, a Delaware corporation
("Intel"), Flanders Language Valley, a corporation organized
under the laws of Belgium ("Flanders"), Xxxxxxx X. Xxxxxxx
("Xxxxxxx"), Xxxxxxx X. Xxxxxxx, the Xxxxxxx, Xxxxxxx Profit
Sharing Trust (Xxxxxxx X. Xxxxxxx, Trustee), the Welling
Family Trust January 23, 1990 (Xxxxxxx X. Xxxxxxx and Xxxxxxx
X. Xxxxxxx, Trustees), the Trust For the Benefit of Xxxxx X.
Xxxxxxx (Xxxxx Xxxxxxx, Trustee), and the Special Needs Trust
for the Benefit of Xxxxxxx X. Xxxxxxx (Xxxxxxx X. Xxxxxxx and
Xxxxxxx X. Xxxxxxx, Trustees) (collectively, the last six
parties are referred to as the "Welling Entities"), and Xxxxxx
Xxxx ("Xxxx," and together with Flanders and the Welling
Entities, the "Existing Shareholders").
WHEREAS, Intel and the Company are parties to the
Stock Purchase and Investor Rights Agreement of even date
herewith (the "Purchase Agreement"), certain of Intel's
obligations under which are conditioned upon the execution and
delivery of this Agreement; and
WHEREAS, the parties hereto desire to have this
Agreement govern certain transfers of stock of the Company by
the Existing Shareholders.
NOW, THEREFORE, in consideration of the foregoing
recitals, the mutual covenants set forth herein and other good
and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree as
follows:
1. Definitions.
(a) "Common Stock" means, as to any Person as of a
given date, shares of the Company's Common Stock owned by such
Person as of such date.
(b) "Market Transaction" means any transaction in
which Stock is sold by a registered broker on the Nasdaq Small
Cap Market (or the Nasdaq National Market or principal
exchange registered under the Exchange Act, if the Company's
Common Stock is hereafter listed with the Nasdaq National
Market or any such exchange).
(c) "Person" means any individual, corporation,
partnership, joint venture, limited liability company,
association, trust or other entity.
(d) "Preferred Stock" means the Company's
outstanding Series A Preferred Stock.
(e) "Stock" means any (i) Common Stock, (ii) shares
of the Company's outstanding Preferred Stock that are
convertible into Common Stock, (iii) outstanding options or
warrants exercisable for or convertible into Common Stock and
(iv) any other outstanding securities or rights exercisable
for or convertible into Common Stock.
2. Sales by Existing Shareholders.
(a) Notice of Sales. For so long as an Existing
Shareholder is subject to Section 2(b) or (c), and subject to
the alternative notice provisions for certain transactions
described in Sections 3 and 4, if an Existing Shareholder (the
"Selling Existing Shareholder") proposes to sell or transfer
any shares of Stock (the "Offered Stock"), then the Selling
Existing Shareholder shall promptly give written notice (the
"Proposed Sales Notice," which, in the case of a Market
Transaction, shall have attached a copy of the Form 144, if
applicable, proposed to be filed with the Securities and
Exchange Commission by the Selling Existing Shareholder) to
Intel (and to Flanders in the event that the Selling Existing
Shareholder is any Welling Entity) at least fifteen (15) days
(or five (5) days in the case of a proposed sale pursuant to a
Market Transaction) prior to the proposed closing of such
proposed sale or transfer. The Proposed Sales Notice shall
describe in reasonable detail the proposed sale or transfer
including, without limitation, the number of shares of Stock
to be sold or transferred, the nature of such sale or transfer
(including, without limitation, if it would be a Market
Transaction), the consideration per share to be paid (the
"Offered Price"), the name and address of each prospective
purchaser or transferee (other than in the case of a proposed
Market Transaction) and all other terms of such proposed sale
or transfer. If the Proposed Sales Notice is given with
respect to a proposed sale that would constitute a Market
Transaction, the Offered Price in the Proposed Sales Notice
shall be the closing bid price of the Offered Stock on the
Nasdaq Small Cap Market (or the Nasdaq National Market or
principal exchange registered under the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), on which the
Company's Common Stock is listed, if the Common Stock is
hereafter listed with the Nasdaq National Market or any such
exchange) on the trading day immediately preceding the date
the Proposed Sales Notice is delivered.
(b) Right of First Refusal. If the closing of any
proposed sale or transfer of Offered Stock by a Selling
Existing Shareholder will occur before the first anniversary
of the date hereof, subject to Section 3, Intel will have a
right of first refusal to purchase all or any part of the
Offered Stock, provided that Intel gives written notice to the
Selling Existing Shareholder (the "Exercise Notice") of
Intel's exercise of such right, which notice shall include the
number of shares of Offered Stock which Intel will purchase
(the "First Refusal Stock"), within the fifteen (15) day
period (or five (5) day period in the case of a Market
Transaction) beginning on the date Intel receives the Proposed
Sales Notice (the "Intel Refusal Period"). As soon as
practicable, but in all events within ten (10) days after the
date on which the Intel Refusal Period ends, the Selling
Existing Shareholder will give written notice to the Company
and Intel confirming the number of shares of First Refusal
Stock which Intel will purchase, if any.
(i) Purchase Price. Intel's per share purchase
price for the First Refusal Stock will be the Offered Price.
If the Offered Price includes consideration other than cash,
the cash equivalent value of the non-cash consideration will
be determined by the independent members of the Board of
Directors of the Company, in good faith, which determination
will be binding upon the Company, Intel and the Selling
Existing Shareholder, absent fraud or error.
(ii) Payment. Payment by Intel of the purchase
price for the First Refusal Stock will be made (x) reasonably
promptly, but in no event later than three (3) business days,
after Intel's exercise of its right to purchase such First
Refusal Stock and (y) against delivery of the certificates(s)
representing such First Refusal Stock (properly endorsed for
transfer). In the event that the independent members of the
Board of Directors of the Company determine the cash
equivalent value of any non-cash consideration component of
the Offered Price pursuant to Section 2(b)(i), payment will be
made (x) reasonably promptly, but in no event later than three
(3) business days, following such determination and
(y) against delivery of the certificate(s) representing the
First Refusal Stock (properly endorsed for transfer). Payment
of the purchase price will be made, at Intel's option, (A) in
cash (by check or wire transfer), (B) by cancellation of all
or a portion of any outstanding indebtedness of the Selling
Existing Shareholder to Intel, or (C) by any combination of
(A) and (B).
(iii)Rights as a Stockholder. Beneficial ownership
of the First Refusal Stock will vest in Intel as of the date
the Selling Existing Shareholder receives payment in full of
the purchase price by Intel pursuant to Section 2(b)(ii) (the
"Payment Date"), and the Selling Existing Shareholder will
have no further rights as a holder of the First Refusal Stock
from and after such date.
(iv) Existing Shareholder's Right to Transfer. If
Intel does not elect to purchase all of the Offered Stock,
then, subject to the right of co-sale contained in
Section 2(c), the Selling Existing Shareholder may consummate
a sale or transfer of the Offered Stock (other than any First
Refusal Stock) on terms and conditions not more favorable to
the transferee than those described in the Proposed Sales
Notice; provided, however, that no such restriction shall
apply if such transfer is a Market Transaction permitted by
this Agreement; provided, further, that any transfer
restricted under this clause (iv) must be consummated within
the ninety (90) day period beginning on the date the Proposed
Sales Notice is received by Intel. Any proposed sale or
transfer on terms and conditions more favorable than those
described in the Selling Existing Shareholder Notice (other
than transfers constituting Market Transactions in accordance
with this Agreement) that would occur before the first
anniversary of the date hereof, or is otherwise not exempt
from this Section 2(b), as well as any subsequent proposed
transfer of any Stock by the Selling Existing Shareholder,
shall again be subject to the first refusal of Intel and shall
require compliance by the Selling Existing Shareholder with
the procedures described in this Section 2(b).
(c) Co-Sale Right. Subject to Sections 2(b) and 4, in
the event that any Welling Entity proposes to sell or transfer
any shares of Stock, and the closing of such sale or transfer
will occur before the third anniversary of the date hereof,
and Intel does not exercise its rights under Section 2(b) with
respect to such Offered Stock, each of Intel and Flanders (the
"Rightholders") shall have the right (the "Co-Sale Right"),
exercisable upon written notice to such Welling Entity
xxwithin the fifteen (15) day period (or a five (5) day period
in the case of a proposed sale pursuant to a Market
Transaction) beginning on the date on which the Proposed Sales
Notice is received by the Rightholders (the
"Co-Sale Period"), to participate in any sale by such Welling
Entity of Offered Stock, on terms and conditions that are
substantially similar to the terms and conditions (and in all
events the same price) on which such Welling Entity is selling
the Offered Stock. To the extent one or both of the
Rightholders exercise their Co-Sale Rights in accordance with
the procedures set forth below, the number of shares of Stock
that such Welling Entity may sell in the transaction shall be
correspondingly reduced. The Co-Sale Right of each
Rightholder shall be subject to the following terms and
conditions:
(i) Each Rightholder may sell all or any part of
that number of shares of Common Stock held by such Rightholder
that is not in excess of the product (rounded upward to the
nearest whole number) obtained by multiplying (x) the
aggregate number of shares of Stock covered by the Proposed
Sales Notice by (y) a fraction, the numerator of which is the
number of shares of Stock owned by the Rightholder at the time
(the "Measuring Time") immediately prior to the sale or
transfer, and the denominator of which is the number of shares
of Common Stock outstanding at the Measuring Time, excluding
any options or other securities convertible into or
exercisable for shares of the capital stock of the Company
(except for the Series A Preferred), plus the number of shares
of Series A Preferred outstanding at the Measuring Time,
calculated on an as-coverted basis.
(ii) Each Rightholder shall effect its participation
in the sale by delivering to the Welling Entity, not later
than the day on which the Co-Sale Period ends, for transfer to
the prospective purchaser one or more certificates, properly
endorsed for transfer to such purchaser, accompanied by a
written election to participate in the sale with respect to a
specified number of shares of Stock, which represent:
(A) the number of shares of Common Stock that
such Rightholder elects to sell; or
(B) that number of shares of Preferred Stock
that is at such time convertible into the number of shares of
Common Stock that such Rightholder elects to sell; provided,
however, that if the prospective purchaser objects to the
delivery of Preferred Stock in lieu of Common Stock, such
Rightholder shall convert such Preferred Stock into Common
Stock and deliver Common Stock as provided in
subparagraph 2(c)(ii)(A). The Company agrees to make any such
conversion concurrent with the actual transfer of such shares
to the purchaser. The Company further agrees to take all
other actions reasonably required to assist the parties in
complying with this Section 2(c), including without limitation
by issuing one or more replacement stock certificates as
required by the parties.
(iii)The stock certificate or certificates that the
Rightholder delivers to the Welling Entity pursuant to this
Section 2(c) shall be delivered by such Welling Entity to the
prospective purchaser in consummation of the sale of the
Offered Stock pursuant to the terms and conditions specified
in the Proposed Sales Notice, and such Welling Entity shall
concurrently therewith remit, or cause to be remitted, to such
Rightholder by cashier's check or wire transfer that portion
of the sale proceeds to which such Rightholder is entitled by
reason of its participation in such sale along with a
statement setting forth (A) the number of shares of Common
Stock and Preferred Stock sold on behalf of such Rightholder,
(B) the per share consideration for such shares, and (C) the
total sale proceeds remitted to such Rightholder. To the
extent that any prospective purchaser or purchasers prohibits
such assignment or otherwise refuses to purchase shares or
other securities from a Rightholder exercising its Co-Sale
Right, the Welling Entity shall not sell to such prospective
purchaser or purchasers any Stock unless and until,
simultaneously with such sale, such Welling Entity shall
purchase such shares or other securities from such Rightholder
on terms that are substantially similar to the terms (and for
at least the same price) contained in the Proposed Sales
Notice.
(iv) If the Rightholders do not elect to participate
in the sale of the Offered Stock, the Selling Existing
Shareholder may consummate a sale or transfer of the Offered
Stock on terms and conditions not more favorable to the
Selling Existing Shareholder than those described in the
Selling Existing Shareholder Notice; provided, however, that
such sale or transfer is consummated within the ninety (90)
day period beginning on the date the Proposed Sales Notice is
received by the Rightholders. Any proposed sale or transfer
on terms and conditions more favorable to the Selling Existing
Shareholder than those described in the Proposed Sales Notice,
as well as any subsequent proposed sale or transfer of any
Stock by the Selling Existing Shareholder that would occur
before the third anniversary of the date hereof, or is
otherwise not exempt from this Section 2(c), shall again be
subject to the first refusal right of Intel and shall require
compliance by the Selling Existing Shareholder with the
procedures described in this Section 2(c).
(v) The exercise or non-exercise of the rights of
the Rightholders hereunder to participate in one or more sales
or transfers of Stock made by a Welling Entity shall not
adversely affect their rights to participate in subsequent
sales or transfers of Stock by such Welling Entity or any
other Welling Entity pursuant to this Section 2(c).
3. Xxxx Right of First Refusal and Co-Sale Exemption.
Notwithstanding anything in the foregoing to the contrary,
Xxxx may sell up to an aggregate of One Hundred Twenty-Five
Thousand (125,0000) shares of Stock in one or a series of
transactions without complying with the requirements of
Section 2, provided that Xxxx gives written notice (which
notice shall contain the same information as a Proposed Sales
Notice with respect thereto) to Intel that he has sold Stock
in accordance with this Section 3 within five (5) days after
the date of such sale.
4. Welling Transfers Exempt from Co-Sale Right.
Notwithstanding anything in the foregoing to the contrary, the
co-sale rights of the Rightholders under Section 2(c) shall
not apply to any sales or transfers of Stock by any Welling
Entity (a) that, for all Welling Entities together treated as
one Person, do not, in any ninety (90) day period, exceed the
volume limits under Rule 144 promulgated under the Securities
Act of 1933, as amended; (b) that constitute a gift to a minor
child of Welling or to a revocable trust for the benefit of
Welling; or (c) that do not exceed, in the aggregate, five
percent (5%) of the outstanding shares of Stock on an as-
converted basis (for purposes of this clause (c), any
transfers made in accordance with clause (a) or (b) of this
Section 4 shall not be included); provided, however, that in
each case (x) Welling shall inform the Rightholders of such
transfer, sale or gift within five (5) days after consummating
it and (y) such transfer or gift shall be void and not be
given effect by the Company unless the transferee or donee
shall furnish Intel, Flanders and the Company a written
agreement to be bound by and comply with all provisions of
this Agreement to which Welling is subject. Each notice
required by this Section 4 shall contain the same information
as a Proposed Sales Notice with respect thereto and shall also
state under which clause of this Section 4 the sale, transfer
or gift is being made. Such transferred Stock shall remain
"Stock" hereunder, and such transferee or donee shall be
treated as the transferor for purposes of this Agreement.
5. Prohibited Transfers.
(a) In the event that any Welling Entity should sell any
Stock in contravention of the co-sale rights of the
Rightholders under this Agreement (a "Prohibited Transfer"),
each of the Rightholders, in addition to such
other remedies as may be available at law, in equity or
hereunder, shall have the put option provided in
subsection (b) below, and such Welling Entity and Welling (in
the event that the Welling Entity is not Welling), jointly and
severally, shall be bound by the applicable provisions of such
option.
(b) In the event of a Prohibited Transfer, each of the
Rightholders shall have the right to sell to such Welling
Entity and Welling (in the event that the Welling Entity is
not Welling), which shall be jointly and severally obligated,
the type and number of shares of Stock equal to the number of
shares such party would have been entitled to transfer to the
purchaser under Section 2(c)(i) had the Prohibited Transfer
been effected pursuant to and in compliance with the terms
hereof. Such sale shall be made on the following terms and
conditions:
(i) The price per share that the Welling Entity and
Welling (in the event that the Welling Entity is not Welling),
jointly and severally, shall be obligated to pay shall equal
the price per share, if any, paid by the purchaser to the
Welling Entity in the Prohibited Transfer. Such Welling
Entity and Welling (in the event that the Welling Entity is
not Welling), jointly and severally, shall also reimburse each
Rightholder for any and all reasonable fees and expenses,
including legal fees and expenses, incurred pursuant to the
exercise or the attempted exercise of such party's rights
under Section 2(c) and this Section 5.
(ii) Within sixty (60) days after the later of the
date on which both Rightholders (A) received notice of the
Prohibited Transfer or (B) otherwise become aware of the
Prohibited Transfer, the Rightholders shall, if exercising the
put option created by this Section 5, each deliver to Welling
the respective certificate or certificates representing shares
to be sold, each certificate to be properly endorsed for
transfer.
(iii)Welling shall, concurrently with receipt of the
certificate or certificates for the shares to be sold by the
Rightholders pursuant to this Section 4(b), pay, or cause the
applicable Welling Entity to pay, the aggregate purchase price
therefor and the amount of reimbursable fees and expenses, as
specified in Section 5(b)(i), in cash or by other means
acceptable to such party.
(c) Notwithstanding the foregoing, any attempt by any
Existing Shareholder to transfer Stock in violation of this
Agreement shall be void, and the Company agrees it will not
effect such a transfer nor will it treat any alleged
transferee as the holder of such shares without the written
consent of Intel and Flanders. The Company will not be
required (x) to transfer on its books any Stock that has been
sold, donated or otherwise transferred in violation of this
Agreement, or (y) to treat as owner of such Stock, or to
accord the right to vote or pay dividends to any purchaser,
donee or other transferee to whom such Stock may have been so
transferred.
6. Transfer Agent Block.
The Company shall, promptly after the date hereof, instruct
its transfer agent to impose transfer restrictions on the
Stock held by the Existing Shareholders to enforce the
provisions of this Agreement. The transfer restrictions shall
be removed upon termination of this Agreement or upon the
written consent of Intel, which consent shall not be
unreasonably withheld.
7. Miscellaneous.
7.1 Governing Law. This Agreement shall be governed by
and construed under the laws of the State of Delaware as
applied to agreements among Delaware residents, made and to be
performed entirely within the State of Delaware.
7.2 Amendment. Any provision of this Agreement may be
amended and the observance thereof may be waived (either
generally or in a particular instance and either retroactively
or prospectively), only by the written consent of (i) as to
the Company, only by the Company, (ii) as to Intel, only by
Intel, and (iii) as to any Existing Shareholder, by such
Existing Shareholder or his respective assignee pursuant to
Section 7.3 hereof. Any amendment or waiver effected in
accordance with clauses (i), (ii) and (iii) of this paragraph
shall be binding upon Intel, the Company and each Existing
Shareholder, and their respective permitted successors and
assigns.
7.3 Assignment of Rights. The rights and obligations of
the Existing Shareholders and the Company under this Agreement
may not be assigned without the written consent of Intel. The
rights and obligations of Intel under this Agreement are fully
assignable, but only to a wholly-owned subsidiary of Intel
upon transfer to such subsidiary of Intel's entire equity
interest in the Company. Subject to the foregoing, this
Agreement and the rights and obligations of the parties
hereunder shall inure to the benefit of, and be binding upon,
their respective successors, assigns and legal
representatives.
7.4 Term. This Agreement shall terminate on the third
anniversary of the date hereof, provided, however, that as to
Xxxx this Agreement shall terminate on the first anniversary
of the date hereof, and provided further that the rights of
Flanders set forth in Section 2(c) hereof shall terminate on
June 30, 2002.
7.5 Ownership. Each of the Existing Shareholders
represents and warrants that he or it, as the case may be, is
the sole legal and beneficial owner of the shares of Stock set
forth opposite such Existing Shareholder's name on Exhibit A
attached to this Agreement and that no other Person has any
interest (other than a community property interest) in such
Stock.
7.6. Notices. Except as may be otherwise provided
herein, all notices, requests, waivers and other
communications made pursuant to this Agreement shall be in
writing and shall be conclusively deemed to have been duly
given and received (a) when hand delivered to the other party;
(b) when received when sent by facsimile at the address and
number set forth below; (c) three business days after deposit
in the U.S. mail with first class or certified mail receipt
requested postage prepaid and addressed to the other party as
set forth below; or (d) the next business day after deposit
with a national overnight delivery service, postage prepaid,
addressed to the parties as set forth below with next-business-
day delivery guaranteed, provided that the sending party
receives a confirmation of delivery from the delivery service
provider.
To Intel: To the Company:
Intel Corporation Xiox Corporation
0000 Xxxxxxx Xxxxxxx Xxxx. 000 Xxxxxxx Xxxxxxxxx, Xxxxx 000
Xxxxx Xxxxx, XX 00000 Xxxxxxxxxx, XX 00000
Attn: Treasurer Attn: Chief Financial Officer
Fax Number: (000) 000-0000 Fax Number: (000) 000-0000
With copies to: With copies to:
Intel Corporation Wilson,Sonsini,Xxxxxxxx & Xxxxxx
0000 Xxxxxxx Xxxxxxx Xxxx. Attention: Xxxxx Xxxxxxx, Jr.
Xxxxx Xxxxx, XX 00000 000 Xxxx Xxxx Xxxx
Attn: General Counsel Xxxx Xxxx, XX 00000
Fax Number: (000) 000-0000 Fax Number : (000) 000-0000
Xxxxxx, Xxxx & Xxxxxxxx LLP
Xxx Xxxxxxxxxx Xx.
Xxxxxxx Xxxxx
Xxx Xxxxxxxxx, XX 00000
Attn: Xxxxxxx X. Xxxx, Esq.
Fax Number: (000) 000-0000
To Flanders Language Valley:
Flanders Language Valley
Attention: Xxxxxx Xxxxxxxxx
Xxxxxxxxxxxxxxxxx 0
0000 Xxxxx, Xxxxxxx
Fax Number: 000-00-0-000-0000
To Welling or any other Welling Entity:
Xxxxxxx X. Xxxxxxx
c/o Xiox Corporation
000 Xxxxxxx Xxxx., Xxxxx 000
Xxxxxxxxxx, XX 00000
Fax Number: (000) 000-0000
To Xxxxxx X. Xxxx Xx.:
000 Xxxx Xxxxxx Xxxx
X.X. Xxx 000
Xxxxxx Xxxxx, XX 00000-0000
Fax Number: (000) 000-0000
Each Person making a communication hereunder by facsimile
shall promptly confirm by telephone to the Person to whom such
communication was addressed each communication made by it by
facsimile pursuant hereto but the absence of such confirmation
shall not affect the validity of any such communication.
A party may change or supplement the addresses given above, or
designate additional addresses, for purposes of this Section
7.6 by giving the other parties written notice of the new
address in the manner set forth above.
7.7 Severability. In the event one or more of the
provisions of this Agreement should, for any reason, be held
to be invalid, illegal or unenforceable in any respect, such
invalidity, illegality or unenforceability shall not affect
any other provisions of this Agreement and this Agreement
shall be construed as if such invalid, illegal or
unenforceable provision had never been contained herein.
7.8 Attorneys' Fees. In the event that any dispute
among or between any of the parties to this Agreement should
result in litigation, the prevailing party in such dispute
shall be entitled to recover from the losing party all fees,
costs and expenses of enforcing any right of such prevailing
party under or with respect to this Agreement, including
without limitation, such reasonable fees and expenses of
attorneys and accountants, which shall include, without
limitation, all fees, costs and expenses of appeals.
7.9 Counterparts. This Agreement may be executed in two
or more counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and
the same instrument.
7.10 Stock Split. All references to numbers of shares in
this Agreement shall be appropriately adjusted to reflect any
stock dividend, split, combination or other recapitalization
by the Company of its Stock occurring after the date of this
Agreement.
7.11 Aggregation of Stock. All shares of Common Stock
held or acquired by affiliated Persons shall be aggregated
together for the purpose of determining the availability of
any rights under this Agreement.
7.12 Termination of Co-Sale Agreement. Flanders, Welling
and the Company hereby agree that the Co-Sale Agreement, dated
as of June 30, 1997, by and among Flanders, Welling and the
Company, is hereby terminated pursuant to Section 4.5 thereof,
effective as of the date of this Agreement.
7.13 Welling to Cause Compliance by Welling Entities.
Welling agrees to cause each Welling Entity in which he has
sole investment power with respect to Stock to comply with the
terms of this Agreement. Welling further agrees to use his
best efforts to cause each Welling Entity in which he does not
have sole investment power with respect to Stock to comply
with the terms of this Agreement.
7.14 Section Headings and References. All Section
headings are for convenience of reference only and shall not
be given substantive effect in interpreting this Agreement.
All Section and subsection references in this Agreement are to
Sections and subsections, respectively, hereof unless
otherwise specified.
[The remainder of this page has been left
intentionally blank.]
IN WITNESS WHEREOF, the parties have executed this Agreement
as of the date first above written.
XIOX CORPORATION
By: ______________________________
Its:_______________________________
Print Name_________________________
Address:
000 Xxxxxxx Xxxx., Xxxxx 000
Xxxxxxxxxx, XX 00000
INTEL CORPORATION
By:________________________________
Its:____________________________
Print Name:_________________________
Address:
Intel Corporation
SC4-210
0000 Xxxxxxx Xxxxxxx Xxxxxxxxx
Xxxxx Xxxxx, XX 00000-0000
THE EXISTING SHAREHOLDERS:
FLANDERS LANGUAGE VALLEY C.V.A.
By: Flanders Language Valley Management N.V., Its General
Manager
By:______________________________________________
**** Right of First Refusal and Co-Sale Agreement ****
Name:Xxxxxx Xxxxxxxxx
Its General Manager
Date Signed:____________________________
Address:
Xxxxxxxxxxxxxxxxx 0
0000 Xxxxx, Xxxxxxx
________________________________
Xxxxxxx X. Xxxxxxx
Address:
Xxxxxxx X. Xxxxxxx
c/o Xiox Corporation
000 Xxxxxxx Xxxx., Xxxxx 000
Xxxxxxxxxx, XX 00000
Fax Number: (000) 000-0000
________________________________
Xxxxxxx X. Xxxxxxx
Address:
Xxxxxxx X. Xxxxxxx
c/o Xiox Corporation
000 Xxxxxxx Xxxx., Xxxxx 000
Xxxxxxxxxx, XX 00000
Fax Number: (000) 000-0000
**** Right of First Refusal and Co-Sale Agreement ****
THE XXXXXXX, WELLING PROFIT SHARING TRUST (XXXXXXX X. XXXXXXX,
TRUSTEE),
By: ________________________________
Xxxxxxx X. Xxxxxxx, Trustee
Address:
Xxxxxxx X. Xxxxxxx
c/o Xiox Corporation
000 Xxxxxxx Xxxx., Xxxxx 000
Xxxxxxxxxx, XX 00000
Fax Number: (000) 000-0000
THE WELLING FAMILY TRUST JANUARY 23, 1990 (XXXXXXX X. XXXXXXX
AND XXXXXXX X. XXXXXXX, TRUSTEES),
By: ________________________________
Xxxxxxx X. Xxxxxxx, Trustee
By: ________________________________
Xxxxxxx X. Xxxxxxx, Trustee
Address:
Xxxxxxx X. Xxxxxxx
c/o Xiox Corporation
000 Xxxxxxx Xxxx., Xxxxx 000
Xxxxxxxxxx, XX 00000
Fax Number: (000) 000-0000
**** Right of First Refusal and Co-Sale Agreement ****
THE TRUST FOR THE BENEFIT OF XXXXX X. XXXXXXX (XXXXX XXXXXXX,
TRUSTEE),
By: ________________________________
Xxxxx Xxxxxxx, Trustee
Address:
Xxxxxxx X. Xxxxxxx
c/o Xiox Corporation
000 Xxxxxxx Xxxx., Xxxxx 000
Xxxxxxxxxx, XX 00000
Fax Number: (000) 000-0000
THE SPECIAL NEEDS TRUST FOR THE BENEFIT OF XXXXXXX X. XXXXXXX
(XXXXXXX X. XXXXXXX AND XXXXXXX X. XXXXXXX, TRUSTEES)
By: ________________________________
Xxxxxxx X. Xxxxxxx, Trustee
By: ________________________________
Xxxxxxx X. Xxxxxxx, Trustee
Address:
Xxxxxxx X. Xxxxxxx
c/o Xiox Corporation
000 Xxxxxxx Xxxx., Xxxxx 000
Xxxxxxxxxx, XX 00000
Fax Number: (000) 000-0000
________________________________
Xxxxxx Xxxx
Address:
000 Xxxx Xxxxxx Xxxx
X.X. Xxx 000
Xxxxxx Xxxxx, XX 00000-0000
**** Right of First Refusal and Co-Sale Agreement ****
