AMENDMENT NO. 2 TO RIGHTS AGREEMENT
This Amendment No. 2 (this "Amendment"), dated as of March 17, 2003, is
by and between Telaxis Communications Corporation, a Massachusetts corporation
(the "Company"), and Registrar and Transfer Company (the "Rights Agent").
WHEREAS, the Company and the Rights Agent are parties to the Rights
Agreement, dated as of May 18, 2001 (the "Agreement");
WHEREAS, the Rights Agreement was amended by Amendment Xx. 0 xx Xxxxxx
Xxxxxxxxx ("Xxxxxxxxx Xx. 0") dated September 9, 2002 between the Company and
the Rights Agent;
WHEREAS, capitalized terms used but not otherwise defined in this Amendment
shall have the meaning given them in the Agreement;
WHEREAS, the Company desires to rescind Amendment No. 1;
WHEREAS, the board of directors of the Company has approved a certain
Agreement and Plan of Merger (the "Merger Agreement") by and between the Company
and Young Design, Inc., a Virginia corporation (the "Target"), at a meeting of
the board of directors of the Company held on March 17, 2003 (the "Meeting"),
pursuant to which a to-be-formed Virginia corporation and wholly owned
subsidiary of the Company ("Merger Sub") will be merged with and into the Target
(the "Merger"), and the stockholders of the Target will become stockholders of
the Company;
WHEREAS, Concorde Equity, LLC, a Delaware limited liability company, and
Xxxxxxx X. Xxxxx (the "Target Stockholders") collectively own all of the
outstanding common stock of Target;
WHEREAS, upon the effectiveness of the Merger, the Target Stockholders,
collectively and/or individually, will acquire more than 15% of the outstanding
shares of the Company's Common Stock, par value $0.01 per share (the "Company
Common Stock");
WHEREAS, the acquisition of more than 15% of the outstanding shares of the
Company Common Stock would result in the acquiring entity or entities being
deemed to be an "Acquiring Person" under the Rights Agreement, which would
trigger certain events pursuant to the terms of the Rights Agreement;
WHEREAS, at the Meeting the board of directors of the Company determined
that it is in the best interest of the Company to amend the Rights Agreement
prior to the Company entering into the Merger Agreement so that none of the
Target Stockholders, Target and Merger Sub will thereby become an Acquiring
Person under the Rights Agreement; and
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WHEREAS, pursuant to Section 26 of the Agreement, this Amendment is being
executed by the Company and the Rights Agent for the purpose of amending the
Agreement as set forth below.
NOW THEREFORE, in consideration of the mutual covenants and conditions
contained herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
1. Amendment No. 1 is hereby rescinded and shall have no further force
and effect.
2. The first subparagraph of Section 1, definition of "Acquiring
Person," is hereby amended by addition thereto of the following final
sentence:
Notwithstanding anything to the contrary in this paragraph, the term
"Acquiring Person" shall not include Merger Sub (as that term is
defined in the Merger Agreement (defined below)), Young Design, Inc.,
a Virginia corporation ("Target"), Concorde Equity, LLC, a Delaware
limited liability company, Xxxxxxx X. Xxxxx or any Affiliate or
Associate of any of them (collectively, the "Excluded Parties"), if
and only if, one or more of such Excluded Parties, individually or
collectively, shall become the Beneficial Owner of 15% or more of the
Common Shares of the Company then outstanding as a result of the
execution of the Agreement and Plan of Merger (the "Merger Agreement")
by and between the Company and Target authorized and approved by the
Board of Directors of the Company at the meeting of the Board of
Directors held on March 17, 2003, as it may be amended from time to
time, or the consummation of the transactions contemplated thereby, or
any agreements or arrangements entered into by the Company and any of
the Excluded Parties in connection therewith.
3. Except as specifically amended by this Amendment, the Agreement
shall remain in full force and effect.
[Remainder of Page Intentionally Left Blank]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 2
to be duly executed as of the date first above written.
TELAXIS COMMUNICATIONS CORPORATION
By: /s/ Xxxxx X. Xxxxxxx
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Name: Xxxxx X. Xxxxxxx
Title: Vice President
REGISTRAR AND TRANSFER COMPANY
By: /s/ Xxxxxxx X. Tatler
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Name: Xxxxxxx X. Tatler
Title: Vice President
[THIS AMENDMENT MAY BE EXECUTED IN COUNTERPARTS]
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