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
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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
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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
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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.
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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.
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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
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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
8
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,
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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.]
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
XIOX CORPORATION
By: /s/ Xxxxxxx X. Xxxxxxx
--------------------------------
Its: Chairman/CEO
-------------------------------
Print Name: Xxxxxxx X. Xxxxxxx
------------------------
Address: 000 Xxxxxxx Xxxx., Xxxxx 000
Xxxxxxxxxx, XX 00000
INTEL CORPORATION
By: /s/ Xxxxxx Xxxxxxx
--------------------------------
Its: Vice President and Treasurer
-------------------------------
Print Name: Xxxxxx Xxxxxxx
------------------------
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: /s/ Xxxxxx Xxxxxxxxx
--------------------------------
Name: Xxxxxx Xxxxxxxxx
Its General Manager
Date Signed: September 21, 1998
-----------------------
Address: Xxxxxxxxxxxxxxxxx 0
0000 Xxxxx, Xxxxxxx
**** Right of First Refusal and Co-Sale Agreement ****
11
/s/ Xxxxxxx X. 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
/s/ Xxxxxxx X. 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
THE XXXXXXX, XXXXXXX PROFIT SHARING
TRUST (XXXXXXX X. XXXXXXX, TRUSTEE),
By: /s/ Xxxxxxx X. Xxxxxxx
----------------------------------
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: /s/ Xxxxxxx X. Xxxxxxx
----------------------------------
Xxxxxxx X. Xxxxxxx, Trustee
By: /s/ Xxxxxxx X. Xxxxxxx
----------------------------------
Xxxxxxx X. Xxxxxxx, Trustee
**** Right of First Refusal and Co-Sale Agreement ****
12
Address: Xxxxxxx X. Xxxxxxx
c/o Xiox Corporation
000 Xxxxxxx Xxxx., Xxxxx 000
Xxxxxxxxxx, XX 00000
Fax Number: (000) 000-0000
THE TRUST FOR THE BENEFIT OF XXXXX X.
XXXXXXX (XXXXX XXXXXXX, TRUSTEE),
By: /s/ Xxxxx Xxxxxxx, Trustee
--------------------------------
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: /s/ Xxxxxxx X. Xxxxxxx
--------------------------------
Xxxxxxx X. Xxxxxxx, Trustee
By: /s/ Xxxxxxx X. Xxxxxxx
--------------------------------
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 ****
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/s/ Xxxxxx Xxxx
--------------------------------------
Xxxxxx Xxxx
Address: 000 Xxxx Xxxxxx Xxxx
X.X. Xxx 000
Xxxxxx, XX 00000-0000
**** Right of First Refusal and Co-Sale Agreement ****
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