0000891554-01-501360 Sample Contracts

EXHIBIT 4.1
Rights Agreement • March 12th, 2001 • Geoworks /Ca/ • Services-prepackaged software • New York
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EXHIBIT 3.2
Rights Agreement • March 12th, 2001 • Geoworks /Ca/ • Services-prepackaged software

This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Geoworks Corporation, a Delaware corporation (the "Company") and Mellon Investor Services, LLC (the "Rights Agent"), dated as of March 9, 2001 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or any Affiliate or Associates thereof (as such terms

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