EXHIBIT 10.10
March 18, 2004
Xxx Xxxxxx
Senior Director
Corporate Development and Strategy
Microsoft Corporation
Xxx Xxxxxxxxx Xxx
Xxxxxxx, XX 00000-6399
Re: Redemption and Waiver of Payments
Dear Xxx:
Immersion and Microsoft entered into a Series A Preferred Stock Purchase
Agreement dated as of July 25, 2003 (the "Purchase Agreement"), pursuant to
which Microsoft purchased 2,185,792 shares of the Company's Series A Redeemable
Convertible Preferred Stock (the "Series A Preferred Stock"). The parties also
entered into a Registration Rights Agreement dated as of July 25, 2003 (the
"Registration Rights Agreement"). Under the Registration Rights Agreement,
Immersion agreed to file a registration statement to register those shares of
Immersion common stock to be issued upon conversion of the Series A Preferred
Stock (the "Registration Statement"). Pursuant to Article 7(a) of Immersion's
Certificate of Designation of the Series A Preferred Stock (the "Certificate of
Designation"), Immersion has the option to redeem all of the shares of the
Series A Preferred Stock under certain circumstances.
Microsoft hereby agrees that it irrevocably waives its rights to (a) dividends
that would otherwise accrue after the Registration Statement becomes effective
and be payable to Microsoft pursuant to Section 2 of the Certificate of
Designation, and (b) any amounts that may be payable by Immersion under Section
3(l)(iii) of the Registration Rights Agreement, in connection with the
requirement that Immersion obtain the effectiveness of the Registration
Statement within one hundred eighty (180) days of its filing with the Securities
and Exchange Commission.
Immersion hereby agrees (c) that between the date on which Microsoft receives a
Redemption Notice and the applicable Redemption Date (as defined in Section 7(c)
of the Certificate of Designation), Microsoft shall have the right to convert
its shares of the Series A Preferred Stock into shares of Immersion Common
Stock, as set forth in Section 5 of the Certificate of Designation, (d) that,
solely with respect to Microsoft, the number of shares to be surrendered to
Immersion pursuant to the second sentence of Section 7(d) of the Certificate of
Designation shall be the number of shares of Series A Preferred Stock that
Microsoft has not converted into shares of Immersion Common Stock as of the
applicable Redemption Date, and (e) to continue to work diligently and in good
faith to obtain the effectiveness of the Registration Statement.
If Microsoft agrees to the foregoing, please have this letter agreement executed
below by an authorized Microsoft representative, and fax or send a pdf copy of
the executed document to the attention of Xxxxxxx Xxxxxxx at Immersion. His fax
number is 000.000.0000, and his email address is xxxxxxxx@xxxxxxxxx.xxx. Upon
execution by Microsoft, this letter agreement shall be effective as of the date
first set forth above.
Very truly yours,
IMMERSION CORPORATION
/s/ Xxxxxx Xxxxxx
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Xxxxxx Xxxxxx
President, CEO and CFO
AGREED AND ACCEPTED
MICROSOFT CORPORATION
BY: /s/ Xxxx X. Xxxxxxxx
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PRINT NAME: Xxxx X. Xxxxxxxx
TITLE: Assistant Secretary
DATE: ______________________
