EXHIBIT 2.23
OPTION AGREEMENT
This OPTION AGREEMENT (this "Agreement"), dated as of the 13th day of
August, 1999, by and between INTERSIL CORPORATION, a corporation organized under
the laws of Delaware ("INTERSIL"), and INTERSIL PRISM, LLC, a limited liability
company organized under the laws of the State of Delaware (the "OPTIONEE").
BACKGROUND
INTERSIL is acquiring from Xxxxxx (as defined below) and will own a certain
business that is engaged in the definition, design, development, manufacture and
sale of semiconductor solutions for the high-speed wireless local area
networking market (the "Prism Business"). OPTIONEE desires to obtain an option
from INTERSIL to acquire certain assets relating to the Prism Business. INTERSIL
desires to grant to OPTIONEE an option to acquire the Transferred Prism Assets
(as defined below)and assume the Assumed Liabilities in connection therewith, on
the terms and conditions set forth below.
NOW, THEREFORE, in consideration of the respective covenants,
representations, warranties and agreements set forth herein, the parties hereto
agree as follows:
ARTICLE I
DEFINITIONS
1.1 "Affiliate" means, as to any Person any other Person that directly, or
indirectly, through one or more intermediaries, is in control of, is controlled
by or is under common control with such Person. For purposes of this definition,
"control" of a Person and, with correlative meanings, the terms "controlled by"
and "under common control with" means, directly or indirectly, the power to
direct or cause the direction of the management or policies of a Person, whether
through the ownership of voting securities, by contract, resolution, regulation
or otherwise.
1.2 "Assumed Liabilities" shall mean the liabilities of the Prism Business
relating to the Transferred Prism Assets (to be identified by OPTIONEE) that
OPTIONEE will assume at the closing of the Definitive Agreement.
1.3 "Base Price" shall mean that portion of the purchase price paid under
the MTA (as hereinafter defined) allocable to the Transferred Prism Assets,
subject to written verification from INTERSIL within thirty (30) calendar days
after completion of final verification pursuant to Section 3.3 (and any other
relevant provision) of the MTA of the Transferred Prism Assets as of the
Effective Date plus the amount of capital expenditures and research and
development expenses incurred by INTERSIL that are primarily related to the
Transferred Prism Assets incurred by INTERSIL from and after the Effective Date
until the closing of the Definitive Agreement.
1.4 "Best Efforts" shall mean that the obligated party makes a diligent,
commercially reasonable and good faith effort to accomplish the applicable
objective. Such obligation, however, shall not require any significant
expenditure of funds or the incurrence of any significant liability on the part
of the obligated party, nor the incurrence of any expenditure or liability which
is unreasonable in light of the related objective, nor does it require that the
obligated party act in a manner that would otherwise be contrary to prudent
business judgment or normal commercial practices in order to accomplish the
objective. The fact that the objective is not actually accomplished is not an
indication that the obligated party did not in fact utilize its Best Efforts in
attempting to accomplish the objective.
1.5 "Business Day" shall mean a day which is not a Saturday, Sunday or a
statutory or civic holiday in the State of New York or any other day on which
the principal offices of either INTERSIL or OPTIONEE are closed or become closed
prior to 2:00 p.m. local time whether in accordance with established company
policy or as a result of unanticipated events including adverse weather
conditions.
1.6 "Definitive Agreement" shall have the meaning set forth in Section 3.1.
1.7 "Effective Date" shall mean the date first above written.
1.8 "Excluded Assets" shall mean the types of assets described on SCHEDULE
2 to this Agreement.
1.9 "Extension Payment" shall have the meaning set forth in Section 2.2 of
this Agreement.
1.10 "Xxxxxx" shall mean Xxxxxx Corporation, a Delaware corporation and a
party to the MTA.
1.11 "Holding" shall mean Intersil Holding Corporation, formerly known as
HSS Holding Corporation, a Delaware Corporation of which INTERSIL is a
wholly-owned subsidiary.
1.12 "HSR Act" shall have the meaning set forth in Section 2.2 of this
Agreement.
1.13 "Indenture" shall have the meaning set forth in Section 3.1(b) of this
Agreement.
1.14 "Improvement" shall mean, with respect to a product or technology, all
discoveries and modifications relating thereto, whether or not patentable,
including, without limitation, any enhancements in the formulation, ingredients,
preparation, presentation, means of delivery or packaging thereof.
1.15 "Licensed Technology" shall mean the manifestation in tangible or
physical form of all types of technical information and data including, but not
limited to, inventions, works of authorship, know-how; product definitions and
designs; research and development, engineering, manufacturing, assembly,
process, test, quality control, procurement, and service specifications
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procedures, standards, and reports, maskworks; blueprints; drawings; material
specifications, procedures, standards and lists; catalogs; technical information
and data relating to marketing and sales activities; and formulae, in each case
that is owned by or licensed to INTERSIL or any of its Affiliates and is
primarily related to the Prism Business or the Prism Assets.
1.16 "INTERSIL" shall mean Intersil Corporation.
1.17 "Mask" or "Mask Set" shall mean an individual photolithographic plate,
with a corresponding pelllicle, capable or being used to manufacture one level
or layer of an integrated circuit wafer or set thereof capable of being used to
manufacture an integrated circuit wafer.
1.18 "Option" shall have the meaning set forth in Section 2.1 of this
Agreement.
1.19 "Option Payment" shall have the meaning set forth in Section 2.1 of
this Agreement.
1.20 "OPTIONEE" has the meaning set forth in the introductory paragraph of
this Agreement.
1.21 "Option Period" shall mean the eighteen (18) month period from the
Effective Date, as the same may be extended pursuant to Section 2.2 of this
Agreement.
1.22 "Person" shall mean an individual, sole proprietorship, partnership,
limited partnership, limited liability partnership, corporation, limited
liability company, business trust, joint stock company, trust, unincorporated
association, joint venture or other similar entity or organization, including,
without limitation, a government or political subdivision, department or agency
of a government.
1.23 "Preferred Stock" shall mean Holding's 12% Cumulative Compounding
Preferred Stock, stated value $1,000.00 per share.
1.24 "Prism Business" shall have the meaning set forth in the Background
paragraph to this Agreement.
1.25 "Prism Assumed Contracts" shall mean, collectively, all obligations
under any legally binding agreement, contract, contractual rights, commitments,
purchase orders, licenses, leases, warranty rights, sales orders and other
instruments or arrangements (other than Excluded Assets) (a) by which the
Transferred Prism Assets are bound as of the Effective Date in relation to the
conduct of the Prism Business, and (b) that arise from the conduct of the Prism
Business between the Effective Date and the closing of the Definitive Agreement
to the extent that such obligations primarily relate to the Transferred Prism
Assets or the Assumed Liabilities.
1.26 "Prism Intellectual Property" shall mean the Prism Patents, any and
all United States and foreign any and all United States and foreign copyright
registrations and applications therefor and unregistered copyrights, any and all
United States and foreign maskwork registrations and applications therefor
covering Masks or Mask Sets used in the manufacture of the Products, in any
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way relating, directly or indirectly, to the Prism Business any and all
developments related thereto or arising in connection therewith.
1.27 "Prism Inventory" shall mean raw materials, work in process, finished
goods, packaging materials, labels and supplies associated with or related to
the Products or the Transferred Prism Assets.
1.28 "Prism Patents" shall mean any and all issued patents and patent
applications, including United States and foreign patents and patent
applications therefor, xxxxx patents, patents of importation, divisions,
reissues, continuations, continuations-in-part, renewals, and extensions of any
of the foregoing; certificates of addition and utility models and utility model
applications, in which INTERSIL or any of its Affiliates has an ownership or
licensable interest as of the Effective Date or acquires such interest during
the term of this Agreement, and which relate in any manner to the Prism Assets
or the Prism Business. A list of the Prism Patents as of the Effective Date is
attached as SCHEDULE 3 hereto.
1.29 "Prism Subsidiary" shall mean Choice Microsystems, Inc., a Kansas
corporation, of which INTERSIL owns all of the capital stock, including any
successor thereto.
1.30 "Prism Subsidiary Stock" shall mean all of the capital stock of the
Prism Subsidiary.
1.31 "Product" shall mean any and all products of the Prism Business
relating to the Transferred Prism Assets produced as of the Effective Date or
after the Effective Date and on or prior to the closing of the Definitive
Agreement by INTERSIL or its Affiliates, (including the Prism Subsidiary)
including without limitation, discreet semiconductor devices, integrated
circuits and hybrid products, that utilize or embody any of the Licensed
Technology, whether or not in combination with other technologies.
1.32 "Purchase Price" shall have the meaning set forth in Section 4.3 of
this Agreement.
1.33 "Senior Sub Notes" shall have the meaning set forth in Section 3.1(b)
of this Agreement.
1.34 "Senior Sub Notes Consent" shall have the meaning set forth in Section
3.1(b) of this Agreement.
1.35 "Subsidiary" shall mean and refers to any corporation, association or
business entity of which more than fifty percent (50%) of the issued and
outstanding shares of capital stock or equity interest is owned or controlled,
directly or indirectly, by INTERSIL and in which INTERSIL has the power,
directly or indirectly, to elect a majority of the directors.
1.36 "Transferred Prism Assets" shall mean the types of assets described on
SCHEDULE 1 hereto, including without limitation, the Prism Intellectual
Property, the Licensed Technology and any Improvements thereto arising during
the term of this Agreement, the Subsidiary Stock of Prism Subsidiary, the Prism
Inventory, Prism Assumed Contracts, and the Products that as of the
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Effective Date are principally located at INTERSIL's facilities in Palm Bay,
Florida, but shall not include the Excluded Assets, of the types set forth in
SCHEDULE 2.
ARTICLE II
OPTION GRANT
2.1 Grant of Option. In consideration of the payment made by OPTIONEE
pursuant to Section 5.1 hereof, INTERSIL hereby grants to OPTIONEE an exclusive,
irrevocable option to purchase and acquire, during the Option Period, the
Transferred Prism Assets, as OPTIONEE may determine, in its sole discretion (the
"Option").
2.2 Extension of the Option Period. OPTIONEE may extend the Option Period,
in its sole discretion, for an additional eighteen (18) months, by written
notice to INTERSIL; provided, however, that the Option Period shall be extended
automatically, without payment of any fee, including the Extension Payment, for
periods equal to (a) the duration of any delays in the completion by INTERSIL of
its obligations under Section 3.1(b), and (b) the duration of any waiting period
under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvement Act of 1976, as amended (the
"HSR Act"), that may be applicable to the transactions contemplated in this
Agreement or any other approval required or necessary from any Federal, State,
local or foreign governmental authority as described in Section 5.4 hereof.
2.3 Disclosures by INTERSIL. During the Option Period, INTERSIL agrees not
to (a) provide to any third party any non-public information relating to the
Prism Assets or the Prism Business, (b) license or permit any third party to use
any Licensed Technology, or (c) solicit or accept any offer from any third party
to negotiate or otherwise discuss the possible acquisition, directly or
indirectly, by such third party of the Prism business.
2.4 Ownership of Intellectual Property. As between the parties hereto,
INTERSIL shall own all right, title and interest in and to the Licensed
Technology and the Prism Intellectual Property unless and until the closing of
the Definitive Agreement.
ARTICLE III
EXERCISE; DEFINITIVE AGREEMENT
3.1 Exercise of the Option.
(a) During the Option Period or any extension thereof, OPTIONEE may
exercise the Option at any time by providing written notice thereof to INTERSIL.
(b) Upon receipt of OPTIONEE's notice of exercise, INTERSIL shall (i)
promptly, and in no event later than twenty (20) Business Days thereafter,
commence solicitation of the necessary and appropriate consents, waivers and
approvals to the sale of the Transferred Prism Assets, as contemplated herein
from (X) the banks under the Credit Facility (as hereinafter defined), (Y) the
holders of INTERSIL's 13 1/4% Senior Subordinated Notes due 2009 (the "Senior
Sub Notes") in accordance with the Indenture dated as of August 13, 1999 (the
"Indenture"), and
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(Z) any Federal, state, local or foreign governmental authority or third parties
under any contracts, where the failure to do so would have, in the aggregate, a
material adverse effect on INTERSIL; and (ii) use its Best Efforts to obtain the
requisite consents, waivers and/or approvals from (X) the banks under the Credit
Facility (the "Bank Consent"), (Y) the holders of the Senior Sub Notes as may be
required under the terms of the Indenture (the "Senior Sub Notes Consent"), and
(Z) any Federal, state, local or foreign governmental authority or third parties
under any contracts ( the "Other Material Consents" and together with the Bank
Consent and the Senior Sub Notes Consent, collectively the "Consents"), in order
to permit the sale of the Transferred Prism Assets to OPTIONEE to be consummated
as contemplated herein.
3.2 Definitive Agreement.
(a) Immediately following OPTIONEE'S notification of exercise of the
Option, the parties shall negotiate in good faith a definitive agreement for the
acquisition of the Transferred Prism Assets and the assumption of the Assumed
Liabilities by OPTIONEE from INTERSIL, which agreement shall include, without
limitation the terms, conditions, provisions, representations, warranties,
covenants, agreements and indemnities customarily found in such agreements (the
"Definitive Agreement"), as the same may be modified as contemplated in Section
3.2(d) hereof. INTERSIL shall deliver to OPTIONEE such other instruments of
assignment, conveyance or transfer or other documents of further assurance as
OPTIONEE may reasonably request in connection with consummation of the
Definitive Agreement and the transactions contemplated thereby.
(b) If the OPTIONEE elects to exercise the Option, and the parties,
after good faith negotiations, are unable to agree on the terms and conditions
of the Definitive Agreement ninety (90) calendar days after the later to occur
of (i) expiration of the HSR Act waiting period or (ii) receipt of the Senior
Notes Consent then either party may submit the matter to arbitration in
accordance with Section 7.4. For a period of one year after the end of the
Option Period, INTERSIL may not enter into an agreement with a third party with
respect to the sale of the Prism Assets and/or the Prism Business on more
favorable terms than those last offered to OPTIONEE by INTERSIL, without the
prior written consent of OPTIONEE.
(c) OPTIONEE shall be entitled to conduct a comprehensive due diligence
investigation of the Transferred Prism Assets the Assumed Liabilities and the
Prism Business, as OPTIONEE in its sole discretion deems advisable, and the
closing of the Definitive Agreement shall be conditioned upon, among other
things, OPTIONEE's complete satisfaction with the results of such due diligence.
(d) INTERSIL, Holding and Xxxxxx are parties to a certain Master
Transaction Agreement dated as of June 2, 1999, as amended (the "MTA"), pursuant
to which INTERSIL and Holding have agreed to purchase and acquire from Xxxxxx,
certain assets comprising the Xxxxxx Semiconductor Sector (as defined in the
MTA), including the Prism Business and Prism Assets, and assume certain
liabilities with respect thereto. Subject to the additional terms and provisions
of this Agreement, the rights and protections set forth in the Definitive
Agreement shall be no less than and the obligations and liabilities shall be no
more, with respect to the Prism Assets and the
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Assumed Liabilities, on the one hand, than they are with respect to the
remaining assets, liabilities and businesses of Xxxxxx acquired pursuant to the
MTA by INTERSIL and Holding, on the other hand (including with respect to
post-closing covenants of Xxxxxx in the MTA by INTERSIL and Holding, such as
employee benefit matters, if any); except that (i) the dollar amounts and
limitations for indemnification referred to in Section 13.2 of the MTA shall be
adjusted proportionately to reflect the difference in dollar value between the
transaction contemplated herein and the transactions contemplated in the MTA,
and (ii) INTERSIL shall have no conditions to closing of the Definitive
Agreement other than (Y) the expiration of the waiting periods and/or clearances
under the HSR Act, and (Z) the receipt of the Consents referred to in Section
3.1(b)(i) hereof. INTERSIL hereby acknowledges and agrees and shall use its Best
Efforts to obtain the acknowledgment and agreement of Holding and Xxxxxx in the
Definitive Agreement, that OPTIONEE shall have all rights of INTERSIL and
Holding with respect to the indemnification by Xxxxxx, to the extent related to
the Transferred Prism Assets, the Prism Business and/or the Assumed Liabilities,
as if OPTIONEE were a party to the MTA.
ARTICLE IV
COMPENSATION
4.1 Option Payment. In consideration of the option granted by INTERSIL in
Section 2.1, OPTIONEE shall pay INTERSIL, by wire transfer of immediately
available funds to an account designated in writing by INTERSIL, the sum of One
Million Dollars (US $1,000,000.00) (the "Option Payment") upon the execution of
this Agreement.
4.2 Extension Payment. In consideration of the extension of the Option
Period contemplated in Section 2.2, if exercised, OPTIONEE shall pay INTERSIL
the sum of Two Million Dollars (US $2,000,000.00) (the "Extension Payment"),
within five (5) Business Days after the written notice by OPTIONEE of its intent
to extend the Option Period. OPTIONEE may pay the Extension Payment as it may
elect by (a) wire transfer of the Extension Payment in immediately available
funds to an account designated in writing by INTERSIL; (b) delivery to INTERSIL
of a full recourse promissory note made by OPTIONEE in favor of INTERSIL, in the
principal amount of the Extension Payment (the "Note"), which Note shall bear
interest at the rate of ten percent (10%) per annum, compounded quarterly,
payable at maturity, and shall have a term of one (1) year from the date of
issuance; (c) delivery of other non-cash consideration or property with a fair
market value equal to the amount of the Extension Payment, including without
limitation shares of the Preferred Stock with an aggregate stated value equal to
the Extension Payment subject to INTERSIL's approval; or (d) any combination of
the foregoing.
4.3 Purchase Price. In the event that OPTIONEE exercises the Option, the
purchase price payable by OPTIONEE at the closing of the Definitive Agreement
shall be the Base Price increased by an interest factor of ten percent (10%) per
annum, compounded quarterly, from the Effective Date until the closing of the
Definitive Agreement (the "Purchase Price").
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ARTICLE V
REPRESENTATIONS AND WARRANTIES; COVENANTS
5.1 General Representations and Warranties. Each party represents and
warrants to the other party as follows: (a) it is a duly organized and validly
existing corporation or limited liability company under the laws of its
jurisdiction of organization; (b) it has full power and authority, corporate or
otherwise and has taken all corporate or other action necessary to enter into
and perform this Agreement; (c) the execution and delivery of this Agreement and
the transactions contemplated herein do not violate, conflict with, or
constitute a default under its certificate of incorporation or similar
organizational document, its bylaws, or the terms or provisions of any material
agreement or other instrument to which it is a party or by which it is bound, or
any order, award, judgment or decree to which it is a party or by which it is
bound; and (d) this Agreement is its legal, valid and binding obligation,
enforceable in accordance with the terms and conditions hereof.
5.2 INTERSIL Representations and Warranties. INTERSIL represents and
warrants to OPTIONEE that (a) it owns all right, title, and interest in and to
the Transferred Prism Assets; (b) the Transferred Prism Assets are free and
clear of any liens, charges and encumbrances, except liens and security
interests granted by INTERSIL in favor of Credit Suisse First Boston, as
administrative agent for the banks under a certain credit agreement to secure
borrowing by INTERSIL (the "Credit Facility"); (c) the rights granted to
OPTIONEE in Section 2.1 are valid and enforceable, and INTERSIL has not made any
inconsistent grants of rights to any other person; (d) there have been no
judgments or settlements relating to the Transferred Prism Assets, and there are
no claims pending or threatened relating thereto; (e) INTERSIL is not aware,
after due inquiry, of any infringement of its rights in the Licensed Technology;
and (f) the exercise by OPTIONEE of its rights under this Agreement will not
infringe any patents, copyrights, masks, maskworks, trade secrets or other
proprietary rights of any third party.
5.3 HSR Act Filing; Other Governmental Filings and Approvals.
(a) Within ten (10) Business Days after the date of OPTIONEE's notice
to exercise the Option and pursuant to the applicable requirements of the HSR
Act, and the rules and regulations thereunder, the parties shall cause to be
filed with the Federal Trade Commission and the Antitrust Division of the United
States Department of Justice all requisite documents and notifications in
connection with transactions contemplated by this Agreement. Each of the parties
shall diligently and expeditiously comply with the HSR Act in connection with
securing all necessary approvals or waivers thereunder and shall use its
reasonable Best Efforts to obtain early termination of the applicable waiting
period.
(b) The parties shall cooperate with one another (i) in determining
whether any other action by or in respect of, or filing with any Federal, state,
local or foreign governmental authority is required, or any actions, consents,
approvals or waivers are required to be obtained from parties to any of the
Prism Assumed Contracts, in connection with the consummation of the transactions
contemplated upon the exercise of the Option and the closing of the Definitive
Agreement, and (ii) in taking such actions or making any such filings, in
furnishing such information as may be required in connection therewith, and in
seeking timely to obtain such actions, consents, approvals and waivers.
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5.4 Further Assurances; Cooperation.
(a) The parties will use their respective Best Efforts (a) to obtain
prior to the earlier of the date required (if so required) or the closing date
of the Definitive Agreement, all authorizations, consents, permits or approvals
of, or notices to, or filings, registrations or qualifications with any Federal,
state, local or foreign governmental authority and any other Person or entity
that are required on their respective parts, for the consummation of the
transactions contemplated upon exercise of the Option; (b) to defend, consistent
with applicable principles and requirements of law, any lawsuit or other legal
proceeding, whether judicial or administrative, whether brought derivatively or
on behalf of third Persons ( including any Federal, state, local or foreign
governmental authority) challenging this Agreement, the grant of the Option by
INTERSIL, the exercise of the Option, the Definitive Agreement and any of the
transactions contemplated herein or therein; (c) to reasonably assist each other
as necessary with respect to the determination of contract or order close-outs
or other issues that affect the Prism Assumed Contracts, to notify OPTIONEE of
any additional disallowances or potential adverse audit findings, and to consult
and reach agreement with respect to advanced coordination of negotiating
positions, offers of compromise, or final agreements or settlements, all such
cooperation to be without charge to the parties to this Agreement; and (d) to
furnish the other parties such information and assistance as may be reasonably
requested in connection with any of the foregoing.
(b) Each party shall execute such other instruments, give such further
assurances and perform such acts which are or may become necessary or
appropriate to effectuate and carry out the provisions of this Agreement.
Subject to the terms and conditions of this Agreement, each party agrees, from
the Effective Date and, in the event that the Option is exercised, continuing
after the closing of the Definitive Agreement to use all commercially reasonable
efforts to take, or cause to be taken, all actions and to do, or cause to be
done, all things necessary to consummate the transactions contemplated in this
Agreement, including the execution and delivery of any further instruments or
documents of any kind that are reasonably requested by a party or its counsel to
any party signatory hereto in order to evidence or facilitate the consummation
of the transactions contemplated hereby.
5.5 Confidentiality. OPTIONEE and INTERSIL agree that all information
relating to the Prism Business, the Prism Assets, the Licensed Technology, the
terms of this Agreement, or any activities conducted in connection with or
pursuant to this Agreement and disclosed by either party in accordance with this
Agreement shall be used by the receiving party only for the purposes
contemplated by this Agreement and the Definitive Agreement and shall be
maintained by the receiving party in secrecy, and the receiving party shall use
all reasonable diligence to prevent disclosure thereof; provided, however, that
the receiving party may disclose such information to its own employees and, in
the case of OPTIONEE, the employees of its Affiliates, to the extent necessary
or appropriate in connection with the performance of their respective duties.
OPTIONEE's and INTERSIL's obligations under this Section 5.6 shall survive for a
period of five (5) years from the later to occur of the expiration or
termination of this Agreement or until the closing of the Definitive Agreement.
The parties shall not have any obligation of confidentiality with respect to any
information that is: (a) in the public domain, other than by a breach of this
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Agreement on the part of the receiving party; (b) rightfully received from a
third party without any obligation of confidentiality; (c) rightfully known to
the receiving party without any limitation on use or disclosure, prior to its
receipt from the disclosing party as documented by written records; (d)
generally made available to third parties by the disclosing party without
restriction on disclosure; or (e) independently developed by the receiving
party, as documented by written records. Any and all information received by
either party from the other shall be promptly returned to the disclosing party
by the receiving party upon the termination or expiration of this Agreement,
except that the receiving party may retain such copies as it may require for
record purposes and the exercise of its surviving rights under this Agreement
and the Definitive Agreement.
ARTICLE VI
PARTICIPATION RIGHTS
6.1 Participation Rights. In connection with OPTIONEE's exercise of the
Option, OPTIONEE shall offer each Warrant Holder (as hereinafter defined) an
opportunity to purchase a membership interest in OPTIONEE on a pro rata basis,
on terms set forth in this Article VI (the "Participation Right"). As used in
this Article VI, "Warrant Holder" shall mean (i) any holder of warrants to
purchase Holding's Class A Common Stock, par value $.01 per share (the "Common
Stock"), issued in connection with the original issuance and sale of Holding's
Senior Sub Notes (the "Note Warrants"), and (ii) the Stock Purchase Warrant for
Common Stock issued to Citicorp Mezzanine Partners, L.P. including for this
purpose any shares held upon exercise of such warrants into shares of Common
Stock (the "CMP Warrants" and together with the Note Warrants, the "Warrants"),
prior to the exercise date of the Option by OPTIONEE.
6.2 Notice of Option Exercise. OPTIONEE shall notify, within ten (10)
Business Days of the date that OPTIONEE has exercised the Option (the
"Participation Trigger Notice") each Warrant Holder. The Participation Trigger
Notice shall specify:
(a) that OPTIONEE has exercised the Option;
(b) the Warrant Holder's proportional membership interest in OPTIONEE,
assuming for this purpose that all Warrant Holders had exercised their
Participation Rights;
(c) the estimated amount of the down payment for the membership
interest based on the Warrant Holder's pro-rata share of (i) the Option Payment,
(ii) the Extension Payment, if applicable and (iii) any other capital
contributions made to OPTIONEE by members of OPTIONEE prior to the exercise of
the Option, assuming for this purpose that all Warrant Holders had exercised
their Participation Rights; and
(d) a good faith estimate of the Purchase Price.
6.3 Participation Notice. Each Warrant Holder may exercise such Warrant
Holder's Participation Right by delivery of a written notice (the "Participation
Notice") to OPTIONEE
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within ten (10) Business Days (the "Participation Period") of the date of
OPTIONEE's Option Trigger Notice. The Participation Notice shall evidence the
Warrant Holder's irrevocable election to purchase a membership interest in
OPTIONEE. If OPTIONEE does not receive a Participation Notice from a particular
Warrant Holder during the Participation Period referred to above, OPTIONEE shall
have no further obligation or liability to said Warrant Holder in respect of the
Participation Right contemplated herein. Thereafter, OPTIONEE shall provide each
Warrant Holder who has paid the Down Payment ("Member Holder") with
documentation reflecting such Warrant Holder's membership interest in OPTIONEE.
6.4 Payments for Membership Interest.
(a) Promptly after expiration of the Participation Period, OPTIONEE
shall notify, in writing (the "Down Payment Notice"), each Warrant Holder that
has elected to exercise such Warrant Holder's Participation Right in accordance
with Section 6.3, of the actual amount of the down payment (the "Down Payment")
for the membership interest to be acquired, which shall be calculated based upon
the Warrant Holder's membership interest in OPTIONEE in proportion to all
membership interests in OPTIONEE, together with wire transfer instructions.
Warrant Holders shall have ten (10) Business Days from the date of the Down
Payment Notice to pay the Down Payment to OPTIONEE.
(b) No less than ten (10) Business Days prior to the projected date for
closing the Definitive Agreement, OPTIONEE shall notify, in writing (the
"Closing Notice") , each Member Holder of the amount of the closing payment (the
"Closing Payment") in respect of such Member Holder's membership interest in
OPTIONEE, which shall be a percentage of the Purchase Price equal to such Member
Holder's membership interest in OPTIONEE in proportion to all membership
interests in OPTIONEE.
(c) Each Member Holder shall be required to remit the Closing Payment
by wire transfer of immediately available funds to OPTIONEE no later than one
(1) Business Day prior to the date specified for closing of the Definitive
Agreement in the Closing Notice. Failure of any Member Holder to make the
Closing Payment as prescribed in clause (b) above shall result in an adjustment
of such Member Holder's membership interest in OPTIONEE.
6.5 Other Participation Rights. Nothing in this Article VI shall prohibit
OPTIONEE from (a) selling membership interests to other Persons, or (b) granting
in the future membership participation rights to other Persons (including other
holders of Common Stock); and in each such instance, such Persons will (a) have
substantially the same opportunity to participate as provided to the Warrant
Holders, and (b) be included in the calculation of the pro rata basis upon which
Warrant Holders may participate.
6.6 Termination. The obligations of OPTIONEE set forth in this Article VI,
with respect to any individual Warrant Holder shall terminate upon the earliest
of (i) the date that said Warrant Holder disposes of ownership interest in the
Warrant or the shares of Common Stock issued upon exercise of the Warrant , (ii)
the failure of the Warrant Holder to provide the
11
Participation Notice required pursuant to Section 6.3, or (iii) the expiration
of the Option Period without OPTIONEE's exercise of the Option.
ARTICLE VII
MISCELLANEOUS
7.1 Term and Termination.
(a) This Agreement shall take effect upon the Effective Date and, unless
earlier terminated pursuant to Section 7.1(b), shall expire, as the case may be,
(i) upon the end of the Option Period as the same may be extended pursuant to
Section 2.2 hereof, in the event that OPTIONEE shall not exercise the Option,
(ii) upon the execution of the Definitive Agreement, (iii) upon the thirty-first
day after the end of the Option Period, in the event that (X) OPTIONEE exercises
the Option, (Y) the parties fail to enter into a Definitive Agreement by the end
of the Option Period, and (Z) neither party initiates an arbitration pursuant to
Section 8.4 within thirty (30) calendar days after the end of the Option Period,
or (iv) upon the conclusion of the implementation by the parties of the results
of arbitration proceedings, in the event that an arbitration shall be commenced
pursuant to Section 7.4.
(b) OPTIONEE may terminate this Agreement at any time, in its sole
discretion, upon written notice to INTERSIL.
7.2 Governing Law. The interpretation and construction of this Agreement,
and all matters relating hereto, shall be governed by the laws of the State of
New York, USA, without reference to principles of conflicts of laws.
7.3 Waiver. Each party shall have the right at all times to enforce the
provisions of this Agreement in strict accordance with the terms hereof
notwithstanding any conduct or custom on its part in refraining from doing so at
any time. The failure of any party at any time to enforce its rights hereunder
strictly in accordance with the same shall not be construed as having created a
custom contrary to the specific provisions hereof or as having in any way
modified or waived the same.
7.4 Arbitration.
(a) Disputes under this Agreement (other than specific enforcement of
obligations of confidentiality) shall be settled by arbitration by a board of
arbitrators consisting of an arbitrator appointed by OPTIONEE, an arbitrator
appointed by INTERSIL and a third arbitrator chosen by the mutual agreement of
the arbitrators appointed by OPTIONEE and INTERSIL. Arbitration may be commenced
at any time by either party hereto giving written notice to the other party that
a dispute has been referred to arbitration. In the event that either party shall
so notify the other party, then each party shall appoint its arbitrator, and
such arbitrators shall use reasonable efforts to agree as to the selection of
the third arbitrator, within thirty (30) calendar days after their appointment.
If the arbitrators cannot agree on the third arbitrator within such thirty (30)
day period, the third
12
arbitrator shall be appointed in accordance with the then-current Commercial
Arbitration Rules of the American Arbitration Association.
(b) In the event of an arbitration pursuant to Section 4.2, the
arbitrators shall determine, as to each disputed term of the Definitive
Agreement, which party's proposal is the more reasonable, in light of customary
practice in the industry, the relative contributions of OPTIONEE and the
INTERSIL to the development of the Licensed Technology with respect to the
Covered Indication(s), the extent of the market for the Products in the
Territory, the competitive advantages that the Products are expected to achieve,
and such other factors as the arbitrators may consider reasonable in the
circumstances. Upon completion of such arbitration, the parties shall enter into
a Definitive Agreement incorporating the non-disputed terms and, as to each
disputed term, the proposal of OPTIONEE or INTERSIL, as the case may be, that
the arbitrators determined to be the more reasonable.
(c) Arbitration proceedings pursuant to this Section 8.4 shall be held
in New York, New York and shall be conducted in the English language and in
accordance with the then-current Commercial Arbitration Rules of the American
Arbitration Association. The provision for arbitration shall be specifically
enforceable by the parties and the decision of the arbitrators in accordance
herewith shall be final and binding and there shall be no right of appeal
therefrom.
(d) Each party shall pay its own expenses of arbitration and the
expenses of the arbitrators shall be equally shared; provided, however, that if
in the opinion of the arbitrators any claim asserted in connection therewith or
any defense or objection thereto was unreasonable, the arbitrators may assess,
as part of their award, all or any part of the arbitration expenses of the other
party (including reasonable attorneys' fees) and of the arbitrators against the
party raising such unreasonable claim, defense or objection.
7.5 Notices. Any notice, request, demand, waiver, consent, approval or
other communication which is required or permitted hereunder shall be in writing
in English and shall be deemed given only if delivered personally or sent by a
telegram or telecopier (with transmission confirmed) or by registered or
certified mail, return receipt requested and postage prepaid, or by Federal
Express or an equivalent delivery service, addressed to the parties at their
respective addresses as have been provided previously by the parties hereto to
such other addresses of which notice of change shall have been duly given. Such
notice, request, demand, waiver, consent, approval or other communication shall
be deemed to have been given as of the date so delivered, telegraphed, or
telecopied, or on the tenth day after deposit in the mail, or on the second day
after the deposit with Federal Express or an equivalent delivery service.
7.6 Amendment and Modification. This Agreement may be amended or modified,
provided that such amendment or modification is set forth in a writing executed
by the parties hereto; provided, however, that any and all provisions of Article
VII of this Agreement, which are for the express benefit of the Warrant Holders,
cannot be amended, modified or waived unless holders of a majority of the Note
Warrants (or shares of Common Stock issued upon exercise of such Note Warrants)
and a holders of a majority of the CMP Warrants (or shares of Common Stock
issued upon exercise of such CMP Warrants), also execute such amendment or
waiver. No
13
course of dealing between or among any Persons having any interest in
this Agreement will be deemed effective to modify, amend or discharge any part
of this Agreement or any rights or obligations of any person under or by reason
of this Agreement.
7.7 Binding Effect; Assignment. This Agreement shall inure to the benefit
of and be binding upon the parties and their respective successors and permitted
assigns. INTERSIL shall not assign this Agreement or any of its rights or
obligations hereunder without the prior written consent of OPTIONEE. OPTIONEE
may assign this Agreement, in whole or in part, or any of its rights or
obligations hereunder to any other Person; provided, that the proposed assignee
or transferee of OPTIONEE shall join in this Agreement and agree to be bound by
the terms hereof as though an original party hereto.
7.8 Survival. The respective rights and obligations of the parties
hereunder shall survive the termination or expiration of this Agreement to the
extent necessary to the intended preservation of such rights and obligations.
7.9 Schedules. All Schedules referred to herein are intended to be, and
hereby are, specifically incorporated herein and made a part of this Agreement.
7.10 Counterparts. This Agreement may be executed in one or more
counterpart copies, each of which shall be deemed an original and all of which
taken together shall be deemed to constitute one and the same instrument. This
Agreement shall become binding when each party shall have executed and delivered
one or more counterparts.
7.11 Press Releases. Except as required by applicable law, the parties
shall not give notice to any third party or otherwise make any public statement
or releases concerning this Agreement or the transactions contemplated hereby
without obtaining the prior written consent of the other parties to this
Agreement as to the contents and manner of presentation and publication thereof,
which consent shall not be unreasonably withheld.
7.12 Severability. If any one or more provisions of this Agreement (other
than Sections 2.2 and 2.3) shall be held to be invalid, illegal or
unenforceable, the validity, legality or enforceability of the remaining
provisions hereof shall not in any way be affected or impaired thereby. To the
extent permitted by applicable law, each party waives any provision of law,
which renders any provision of this Agreement invalid, illegal or unenforceable
in any respect. In the event any provision shall be held invalid, illegal or
unenforceable, the parties shall use their best efforts to substitute a valid,
legal and enforceable provision which, insofar as practical, implements the
purposes hereof.
7.13 Third Party Beneficiary. The parties acknowledge and agree that each
of the Warrant Holders shall be a third party beneficiary of this Agreement to
the extent provided for in Article VII and as such, the Warrant Holders shall be
entitled to enforce the provisions of Article VII of this Agreement to the full
extent provided hereunder.
14
7.14 Headings. The article and section headings herein are for reference
purposes only and shall not affect the meaning or interpretation hereof.
7.15 Entire Agreement. This Agreement constitutes the entire agreement
between the parties with respect to the subject matter hereof and all prior
agreements with respect thereto are superseded hereby and each party confirms
that it is not relying on any representations or warranties of the other parties
except as specifically set forth herein. No amendment or modifications hereof
shall be binding upon the parties unless in writing and duly executed by
authorized representatives of the parties.
15
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
by their officers thereunto duly authorized as of the Effective Date.
INTERSIL CORPORATION
By: /s/ Xxxxxx X. Xxxxxxxx
Name: Xxxxxx X. Xxxxxxxx
Title: Vice President
INTERSIL PRISM, LLC
By: /s/ Xxxxxxx X. Xxxxxxxx
Name: Xxxxxx X. Xxxxxxxx
Title: CEO
SCHEDULE 1
TRANSFERRED PRISM ASSETS
Categories and Types
1. Prism Patents
2. Licensed Technology and Improvements
3. Prism Intellectual Property
4. Prism Assumed Contracts
5. Prism Inventory
6. Subsidiary Stock
7. Products
SCHEDULE 2
EXCLUDED ASSETS
**[MANUFACUTRING FACILITIES AND EQUIPMENT]**
SCHEDULE 3
PRISM PATENTS
(as of the Effective Date)
SOURCES:
Equity
CVC 79.4
Xxxxx 0.1
CSFB 1.5
---------
Sterling 81.0
Xxxxxx -
Management
---------
81.0
Debt
CMP 30.0
CSFB (bonds) 194.0
CSFB (banks) 212.0
---------
436.0
=========
517.0
=========
USES:
Xxxxxx
Patents 4.2
Wachovia 504.8
=========
509.0
=========
Left at Intersil 8.0
(2.0) Cash to Intersil from Xxxxxx
(6.0) Remaining Expense $
---------
1
LIST OF PRISM GRANTED PATENTS
AND PENDING PATENT APPLICATIONS
---------------------------------------------------------------------------------------------------------------------
Case# SubCase Div Ref # Country Status Application # Filing Date Patent # Issue Date
---------------------------------------------------------------------------------------------------------------------
H6384 SE-1265-WR CN Published 98103623.6 09-Jan-1998
---------------------------------------------------------------------------------------------------------------------
H6384 SE-1265-WR EP Pending 97403105.6 19-Dec-1997
---------------------------------------------------------------------------------------------------------------------
H6384 SE-1265-WR JP Published 1608/98 07-Jan-1998
---------------------------------------------------------------------------------------------------------------------
H6384 SE-1265-WR KR Pending 98-397 09-Jan-1998
---------------------------------------------------------------------------------------------------------------------
H6384 SE-1265-WR TW Pending 87100211 09-Jan-1998
---------------------------------------------------------------------------------------------------------------------
H6384 SE-1265-WR US Pending 08/781736 10-Jan-1997
---------------------------------------------------------------------------------------------------------------------
H6385 SE-1266-WR CN Published 98104209.0 08-Jan-1998
---------------------------------------------------------------------------------------------------------------------
H6385 SE-1266-WR EP Pending 97402955.5 05-Dec-1997
---------------------------------------------------------------------------------------------------------------------
H6385 SE-1266-WR JP Published 1607/98 07-Jan-1998
---------------------------------------------------------------------------------------------------------------------
H6385 SE-1266-WR KR Pending 98-396 09-Jan-1998
---------------------------------------------------------------------------------------------------------------------
H6385 SE-1266-WR TW Pending 87100212 09-Jan-1998
---------------------------------------------------------------------------------------------------------------------
H6385 SE-1266-WR US Granted 08/781334 10-Jan-1997 5764113 09-Jun-1998
---------------------------------------------------------------------------------------------------------------------
------------------------------------
Title
------------------------------------
INTERPOLATOR USING A PLURALITY OF
POLYNOMINAL EQUATIONS AND
ASSOCIATED METHODS
------------------------------------
INTERPOLATOR USING A
PLURALITY OF POLYNOMINAL EQUATIONS AND
ASSOCIATED METHODS
------------------------------------
INTERPOLATOR USING A PLURALITY OF
POLYNOMINAL EQUATIONS AND
ASSOCIATED METHODS
------------------------------------
INTERPOLATOR USING A PLURALITY OF
POLYNOMINAL EQUATIONS AND
ASSOCIATED METHODS
------------------------------------
INTERPOLATOR USING A PLURALITY OF
POLYNOMINAL EQUATIONS AND
ASSOCIATED METHODS
------------------------------------
INTERPOLATOR USING A PLURALITY OF
POLYNOMINAL EQUATIONS AND
ASSOCIATED METHODS
------------------------------------
RE-SAMPLING CIRCUIT AND ASSOCIATED
METHOD
------------------------------------
RE-SAMPLING CIRCUIT AND ASSOCIATED
METHOD
------------------------------------
RE-SAMPLING CIRCUIT AND ASSOCIATED
METHOD
------------------------------------
RE-SAMPLING CIRCUIT AND ASSOCIATED
METHOD
------------------------------------
RE-SAMPLING CIRCUIT AND ASSOCIATED
METHOD
------------------------------------
RE-SAMPLING CIRCUIT AND ASSOCIATED
METHOD
------------------------------------
1
---------------------------------------------------------------------------------------------------------------------
Case# SubCase Div Ref # Country Status Application # Filing Date Patent # Issue Date
---------------------------------------------------------------------------------------------------------------------
H6388 SE-1301-WR CN Published 98105495.1 16-Mar-1998
---------------------------------------------------------------------------------------------------------------------
H6388 SE-1301-WR EP Unfiled
---------------------------------------------------------------------------------------------------------------------
H6388 SE-1301-WR JP Published 67463/98 17-Mar-1998
---------------------------------------------------------------------------------------------------------------------
H6388 SE-1301-WR KR Pending 98-9022 17-Mar-1998
---------------------------------------------------------------------------------------------------------------------
H6388 SE-1301-WR TW Pending 87102737 25-Feb-1998
---------------------------------------------------------------------------------------------------------------------
H6388 SE-1301-WR US Pending 08/819846 17-Mar-1997
---------------------------------------------------------------------------------------------------------------------
H6491 SE-1322-WR JP Pending 11-509050 01-Oct-1998
---------------------------------------------------------------------------------------------------------------------
H6491 SE-1322-WR US Granted 08/941704 01-Oct-1997 5883565 16-Mar-1999
---------------------------------------------------------------------------------------------------------------------
H6491 SE-1322-WR WO Pending 98/20699 01-Oct-1998
---------------------------------------------------------------------------------------------------------------------
H6491 A SE-1322-WR US Pending 09/246815 09-Feb-1999
---------------------------------------------------------------------------------------------------------------------
H6588 SE-1407-WR US Pending 09/231608 14-Jan-1999
---------------------------------------------------------------------------------------------------------------------
H6588 SE-1407-WR WO Pending 99/00851 14-Jan-1999
---------------------------------------------------------------------------------------------------------------------
H6696 SE-1453-WR US Pending 09/163802 30-Sep-1998
---------------------------------------------------------------------------------------------------------------------
H6756 SE-1492-WR US Pending 09/231184 14-Jan-1999
---------------------------------------------------------------------------------------------------------------------
------------------------------------
Title
------------------------------------
HIGH DATA RATE SPREAD SPECTRUM
TRANSCEIVER AND ASSOCIATED METHODS
------------------------------------
HIGH DATA RATE SPREAD SPECTRUM
TRANSCEIVER AND ASSOCIATED METHODS
------------------------------------
HIGH DATA RATE SPREAD SPECTRUM
TRANSCEIVER AND ASSOCIATED METHODS
------------------------------------
HIGH DATA RATE SPREAD SPECTRUM
TRANSCEIVER AND ASSOCIATED METHODS
------------------------------------
HIGH DATA RATE SPREAD SPECTRUM
TRANSCEIVER AND ASSOCIATED METHODS
------------------------------------
HIGH DATA RATE SPREAD SPECTRUM
TRANSCEIVER AND ASSOCIATED METHODS
------------------------------------
FREQUENCY DEPENDENT RESISTIVE
ELEMENT
------------------------------------
FREQUENCY DEPENDENT RESISTIVE
ELEMENT
------------------------------------
FREQUENCY DEPENDENT RESISTIVE
ELEMENT
------------------------------------
FREQUENCY DEPENDENT RESISTIVE
ELEMENT
------------------------------------
METHOD OF PERFORMING ANTENNA
DIVERSITY IN SPREAD SPECTRUM IN
WIRELESS LOCAL AREA NETWORK
------------------------------------
METHOD OF PERFORMING ANTENNA
DIVERSITY IN SPREAD SPECTRUM IN
WIRELESS LOCAL AREA NETWORK
------------------------------------
PULSED BEACON-BASED INTERFERENCE
REDUCTION MECHANISM FOR WIRELESS
COMMUNICATION NETWORKS
------------------------------------
WIRELESS LOCAL AREA NETWORK SPREAD
SPECTRUM TRANSCEIVER WITH
MULTIPATH MITIGATION
------------------------------------
2
---------------------------------------------------------------------------------------------------------------------
Case# SubCase Div Ref # Country Status Application # Filing Date Patent # Issue Date
---------------------------------------------------------------------------------------------------------------------
H6756 SE-1492-WR WO Pending 99/00852 15-Jan-1999
---------------------------------------------------------------------------------------------------------------------
H6759 SE-1479-WR US Pending 09/342583 29-Jun-1999
---------------------------------------------------------------------------------------------------------------------
H6762 SE-1482-WR US Pending 09/266386 10-Mar-1999
---------------------------------------------------------------------------------------------------------------------
H6766 SE-1500-WR US Pending 09/231228 14-Jan-1999
---------------------------------------------------------------------------------------------------------------------
H6766 SE-1500-WR WO Pending 99/00940 15-Jan-1999
---------------------------------------------------------------------------------------------------------------------
H6770 SE-1488-WR US Pending 09/261981 04-Mar-1999
---------------------------------------------------------------------------------------------------------------------
H6839 SE-1531-WR CA Pending 2154889 27-Jan-1994
---------------------------------------------------------------------------------------------------------------------
H6839 SE-1531-WR EP Pending 0 681 767 29-Apr-1998
---------------------------------------------------------------------------------------------------------------------
X0000 XX-0000-XX XX Granted 11361 29-Jan-1993 5331634 19-Jul-1994
---------------------------------------------------------------------------------------------------------------------
H6840 SE-1532-WR CA Pending 2154897 27-Jan-1994
---------------------------------------------------------------------------------------------------------------------
H6840 SE-1532-WR EP Pending 94907352.2 27-Jan-1994
---------------------------------------------------------------------------------------------------------------------
------------------------------------
Title
------------------------------------
WIRELESS LOCAL AREA NETWORK SPREAD
SPECTRUM TRANSCEIVER WITH
MULTIPATH MITIGATION
------------------------------------
RAKE RECEIVER WITH EMBEDDED
DECISION FEEDBACK EQUALIZER
------------------------------------
SUCCESSIVE APPROXIMATION
CORRECTION OF DC OFFSET IN
FILTER-BUFFER BASEBAND PATH OF
DATA RADIO
------------------------------------
SPREAD SPECTRUM TRANSCEIVER FOR
USE IN WIRELESS LOCAL AREA NETWORK
AND HAVING MULTIPATH MITIGATION
------------------------------------
SPREAD SPECTRUM TRANSCEIVER FOR
USE IN WIRELESS LOCAL AREA NETWORK
AND HAVING MULTIPATH MITIGATION
------------------------------------
FEEDBACK-CONTROLLED LOW VOLTAGE
CURRENT SINK/SOURCE
------------------------------------
TECHNIQUE FOR BRIDGING LOCAL AREA
NETWORKS HAVING NON-UNIQUE NODE
ADDRESSES
------------------------------------
TECHNIQUE FOR BRIDGING LOCAL AREA
NETWORKS HAVING NON-UNIQUE NODE
ADDRESSES
------------------------------------
TECHNIQUE FOR BRIDGING LOCAL AREA
NETWORKS HAVING NON-UNIQUE NODE
ADDRESSES
------------------------------------
MEDIUM ACCESS CONTROL PROTOCOL
FORE WIRELESS NETWORK
------------------------------------
MEDIUM ACCESS CONTROL PROTOCOL
FORE WIRELESS NETWORK
------------------------------------
3
---------------------------------------------------------------------------------------------------------------------
Case# SubCase Div Ref # Country Status Application # Filing Date Patent # Issue Date
---------------------------------------------------------------------------------------------------------------------
H6840 SE-1532-WR US Granted 11415 29-Jan-1993 5371734 06-Dec-1994
---------------------------------------------------------------------------------------------------------------------
X0000 XX-0000-XX XX Granted 551476 01-Nov-1995 5736973 07-Apr-1998
---------------------------------------------------------------------------------------------------------------------
------------------------------------
Title
------------------------------------
MEDIUM ACCESS CONTROL PROTOCOL
FORE WIRELESS NETWORK
------------------------------------
INTEGRATED BACKLIGHT DISPLAY
SYSTEM FOR A PERSONAL DIGITAL
ASSISTANT
------------------------------------
4
