AMENDMENT NO. 3 TO RIGHTS AGREEMENT
This Amendment No. 3 (this "Amendment"), dated as of May 15, 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, as amended by Amendment No. 1, dated
September 9, 2002, and Amendment No. 2, dated March 17, 2003 (as amended, the
"Agreement");
WHEREAS, capitalized terms used but not otherwise defined in this
Amendment shall have the meaning given them in the Agreement;
WHEREAS, the board of directors of the Company has approved a certain
Agreement and Plan of Merger and Reincorporation (the "Merger Agreement") by and
between the Company and YDI Wireless, Inc., a Delaware corporation ("YDI
Wireless"), pursuant to which the Company will be merged with and into YDI
Wireless (the "Merger") and the stockholders of the Company will become
stockholders of YDI Wireless;
WHEREAS, the Company desires to terminate the Agreement in connection with
the Merger; and
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. Sections 7(a) and 7(b) of the Agreement are hereby deleted and
replaced in their entirety by the following:
(a) Subject to Section 7(e) and except as otherwise provided
herein (including Section 11), each Right shall entitle the registered
holder thereof, upon exercise thereof as provided herein, to purchase for
the Purchase Price, at any time after the Distribution Date and at or
prior to the earliest of (i) the Close of Business on the 10th anniversary
of the date of this Rights Agreement (the Close of Business on such date
being the "Expiration Date"), (ii) the Redemption Date, and (iii) one
minute prior to the effectiveness of the merger of the Company and YDI
Wireless, Inc., a Delaware corporation, one one-thousandth (1/1000th) of a
Preferred Share, subject to adjustment from time to time as provided in
Sections 11 and 12.
(b) The registered holder of any Right Certificate may exercise
the Rights evidenced thereby (except as otherwise provided herein) in
whole or in
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part at any time after the Distribution Date, upon surrender of the Right
Certificate, with the form of election to purchase on the reverse side
thereof duly executed, to the Rights Agent at the office of the Rights
Agent in Cranford, New Jersey, together with payment of the Purchase Price
for each one-thousandth (1/1000th) of a Preferred Share as to which the
Rights are exercised, at or prior to the earliest of (i) the Expiration
Date, (ii) the Redemption Date, and (iii) one minute prior to the
effectiveness of the merger of the Company and YDI Wireless, Inc., a
Delaware corporation.
2. 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. 3
to be duly executed as of the date first above written.
TELAXIS COMMUNICATIONS CORPORATION
By: /s/ Xxxxx X. Xxxxxxx
-------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Vice President
REGISTRAR AND TRANSFER COMPANY
By: /s/ Xxxxxxx X. Tatler
-------------------------------------
Name: Xxxxxxx X. Tatler
Title: Vice President
[THIS AMENDMENT MAY BE EXECUTED IN COUNTERPARTS]
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