November ___, 1996
▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇. ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇ Mellon Bank, N.A.
Shareholder Services, L.L.C. Corporate Trust Group
▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ Room 325
Overpeck Centre Two Mellon Bank Center
Ridgefield ▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Dear Messrs. ▇▇▇▇▇▇ and ▇▇▇▇▇:
Safeguard Scientifics, Inc., a Pennsylvania corporation ("Safeguard"),
▇▇▇▇▇▇▇ Computer Associates, Inc., a Pennsylvania corporation ("▇▇▇▇▇▇▇"),
Radnor Venture Partners, L.P. ("RVP"), ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ("MAS"), and ▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇ ("FRS") are offering to holders of Safeguard's outstanding common stock,
par value $.10 per share (the "Safeguard Common Shares"), of record at the close
of business on November ___, 1996 (the "Record Date"), rights to purchase
("Rights") approximately 3,030,000 shares of the common stock, no par value per
share, of ▇▇▇▇▇▇▇ (the "Common Stock") for $5.00 per share (the "Exercise
Price"), on the basis of one Right for every ten Safeguard Common Shares owned
on the Record Date, upon the terms and subject to the conditions set forth in
the prospectus as hereinafter defined (the "Rights Offering"). Also being
offered to certain persons to be designated by ▇▇▇▇▇▇▇ ("Direct Purchasers") are
151,500 additional Rights (the "Direct Rights"). A copy of the prospectus dated
November ___, 1996 ("Prospectus") is attached hereto as Exhibit A. Each Right
---------
distributed pursuant to the Rights Offering may be exercised for one share of
Common Stock, subject to the restrictions described in the Prospectus.
Of the shares of Common Stock to be offered pursuant to the Rights Offering
and the Direct Rights, 2,158,000 will be newly issued by ▇▇▇▇▇▇▇, 714,272 will
be sold by Safeguard, 178,568 will be sold by RVP, 87,106 will be sold by MAS
and 43,554 will be sold by FRS.
The Rights will be evidenced by certificates in the form attached hereto as
Exhibit B (the "Rights Certificates") and will be transferable and exercisable
---------
in accordance with the relevant provisions of the Prospectus and the Rights
Certificates. Following the expiration of the Rights Offering and the closing
under the standby underwriting agreement (as described in the Prospectus) among
▇▇▇▇▇▇▇, Safeguard, RVP, MAS and FRS, and ▇.▇. ▇▇▇▇▇▇ & Co. and Wheat First
Butcher Singer (the "Underwriters"), each individual who exercised a Right or
Rights ("Subscriber") shall receive a certificate of Common Stock of ▇▇▇▇▇▇▇
("Stock Certificate") representing the appropriate number of shares.
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The terms and conditions contained in the Prospectus, including without
limitation the section entitled "THE OFFERING," are incorporated herein by
reference and made a part hereof and shall control in the event of any conflict
with any other terms of this Agreement.
In connection with the above, Safeguard, RVP, MAS, FRS and ▇▇▇▇▇▇▇ hereby
agree with ▇▇▇▇▇▇▇▇▇▇▇ Shareholder Services, L.L.C. ("ChaseMellon") and with
Mellon Bank, N.A. ("Mellon") as follows:
1. ▇▇▇▇▇▇▇▇▇▇▇ is appointed to perform the services of "Rights Agent" in
accordance with the Prospectus and the further instructions of this letter.
▇▇▇▇▇▇ is appointed to perform the services of "Escrow Agent" as described
herein.
2. ChaseMellon will mail within two business days following the Record
Date to each holder of Safeguard Common Shares on the Record Date (regardless of
whether such holder's account has been coded as undeliverable) and to the Direct
Purchasers an envelope, with a return address to ChaseMellon, containing (a) a
Rights Certificate representing the number of Rights to which such holder is
entitled under the Rights Offering, (b) a Prospectus, (c) a return envelope
addressed to ChaseMellon and (d) a Safeguard cover letter. Prior to such
mailing, we will provide ChaseMellon with blank Rights Certificates (on which
you will designate the name of the holder of Safeguard Common Shares and the
appropriate number of Rights), Prospectuses, cover letters in sufficient numbers
to complete the mailing, and the list of names, addresses and Social Security
numbers of the Direct Purchasers who have been designated by ▇▇▇▇▇▇▇ to receive
Direct Rights.
To each broker, bank, trust company or other nominee holder of Safeguard
Common Shares, ChaseMellon will mail an envelope containing (a) a Safeguard
cover letter, (b) a Prospectus, and (c) a Rights Certificate or Certificates as
further instructed by Safeguard. Prior to such mailing, we will provide
ChaseMellon with Safeguard cover letters and Prospectuses in sufficient numbers
to complete the mailing.
With respect to the distribution of Rights Certificates to the following
nominees, please proceed as follows:
a. The Depository Trust Company (Cede & Co.) ("DTC") has been requested to
provide directly to ChaseMellon, the day after the Record Date, a listing of the
record positions of their participants on the Record Date. DTC also has been
requested to immediately telecopy the list to:
Safeguard Scientifics, Inc.
Attn: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Manager, Legal Systems
Telecopier: (▇▇▇) ▇▇▇-▇▇▇▇
The distribution of Rights to DTC will be made by ChaseMellon through
the Automated Subscription Offer Program. DTC will handle subscriptions,
transfers and guarantees on behalf of its participants. ChaseMellon will take
whatever action may be required by DTC to be certain that the shares of ▇▇▇▇▇▇▇
common stock are qualified for both certificated FAST issue and DTC
eligibibility so that shares may be delivered through DTC at closing by book
entry without issuance of physical stock certificates.
b. Philadelphia Depository Trust Company ("Philadep") has been requested
to provide directly to ChaseMellon and to Safeguard, the day after the Record
Date, a listing of the record positions of its
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participants on the Record Date. Philadep will handle subscriptions, transfers
and guarantees on behalf of its participants and has been requested to provide
ChaseMellon with a breakdown of the Rights Certificates which they require or to
make the appropriate arrangements directly with ChaseMellon for a distribution
of rights in a manner similar to the DTC Automated Subscription Offer Program.
ChaseMellon also will make available a New York processing facility for
the following services during the exercise period: a) acceptance and forwarding
to Ridgefield Park, New Jersey of exercises and transfers of Rights, b)
acceptance and clearance of guarantees of exercise of Rights and c) reissuance
of Rights Certificates, if less than all Rights evidenced by a submitted
certificate are exercised or transferred, within two business days of receipt,
unless received within one business day of the Expiration Date.
3. Promptly after ChaseMellon distributes all Rights in accordance with
Section 2 above, and all brokers, depositories and other nominee holders advise
you of the amount of additional Rights they require for rounding purposes (which
you shall distribute to them), you shall notify Safeguard, ▇▇▇▇▇▇▇ and the
Underwriters in writing of the number of Rights you have distributed (the
"Distributed Amount").
4. All questions as to the validity, form, eligibility (including time of
receipt, beneficial ownership and compliance with minimum exercise provisions)
and acceptance of any exercise of Rights except as set forth on Exhibit D will
---------
be communicated by ▇▇▇▇▇▇▇▇▇▇▇ to Safeguard, which shall provide the final and
binding determination of such questions. Safeguard reserves the right to waive
any defect in exercise of the Rights, and Safeguard's interpretations of the
terms and conditions of the Rights Offering shall be final and binding.
5. If, pursuant to the Rights Offering, Safeguard does not accept a
defective exercise of Rights, or ChaseMellon receives a Rights Certificate which
is defective in some particular and not waived by Safeguard, you shall promptly
notify the person who tendered the same by (a) telephone, if the deficiency and
necessary correction can be thereby adequately explained and a new Rights
Certificate is not needed, or (b) a mailing as soon as practicable, in any other
event, to include the Rights Certificate, a letter explaining why the tendered
Rights Certificate is being returned and directions on how to correct the
deficiency, giving said subscriber five business days from the date of the
letter to correct the deficiency, but in no event later than three business days
after the Expiration Date (as defined below) of the Rights Offering. If any
defective exercise is not waived or timely cured, you shall promptly return to
the subscriber the Rights Certificate (if not previously returned) and the
payment submitted by the subscriber with such exercise.
6. The Rights Offering shall expire at the time and on the date specified
in the Prospectus (the "Expiration Date").
7. Except as set forth below, a Right shall be deemed exercised at the
time a completed and signed subscription form on the appropriate Rights
Certificate, accompanied by payment in full and in the form indicated in the
Prospectus for all shares for which Rights have been exercised, is received by
ChaseMellon on or before the Expiration Date, provided that any check received
in payment of the Exercise Price is cleared no later than three business days
after the Expiration Date. A defective exercise of Rights accompanied by payment
shall be deemed to have been properly made upon receipt if the irregularities
have been subsequently cured within five business days of notice of defect to
the satisfaction of, or waived by, Safeguard, but not later than three business
days after the Expiration Date, and provided that all checks received in payment
of the Exercise Price are cleared no later than three business days after the
Expiration Date. A guaranteed exercise of Rights shall be deemed made at the
time payment in full in the form indicated in the Prospectus for the shares
guaranteed and a Notice
Page 4
of Guaranteed Delivery, letter or telegraphic notice is received by ▇▇▇▇▇▇▇▇▇▇▇
from a bank, trust company or member firm of the New York or American Stock
Exchange as permitted under the terms of the Rights Offering, within the
required period, all as specified in the Prospectus, subject to delivery within
three business days after the Expiration Date of a completed and signed
subscription form for the shares guaranteed.
8. All mailings that contain a Rights Certificate or a Stock Certificate
shall be insured to protect the addressee and ChaseMellon against any liability
arising out of the loss, destruction or non-delivery of such Certificate for any
cause. All Rights Certificates received by ChaseMellon, and in the case of
guaranteed exercises as permitted in the Rights Offering, all letters or
telegraphic notices when received, shall be marked to show the date and hour of
receipt and, if defective, the date and hour of any correction or waiver of the
deficiency. All mailings shall be made by first class mail, postage prepaid,
with your return address in accordance with your mail loss policy procedures and
limitations. All undeliverable mailings shall be so coded on your account
records.
9. With respect to all inquiries regarding loss or nonreceipt of Rights,
Safeguard will instruct individuals reporting a loss or nonreceipt of Rights to
telephone ChaseMellon and speak with the Reorganization Department at 1-800-973-
1028. Upon receipt of such a phone call, ▇▇▇▇▇▇▇▇▇▇▇ shall immediately put a
stop on the Rights Certificate and within two business days forward to such
individual the affidavit of non-receipt or affidavit of theft, loss or
destruction required to replace the Rights Certificate.
Each of Safeguard and ChaseMellon, in their sole discretion, shall have
the right to require that an individual reporting a loss of Rights provide
ChaseMellon with an indemnity bond prior to a replacement of the Rights
Certificate. In the event that Safeguard determines that such an indemnity bond
is appropriate, Safeguard will provide you with timely notice of its decision.
Further, you will inform the shareholder during the initial phone call
that the offering expires at 5:00 p.m., New York City time, on December ___,
1996 and of the following policies as appropriate regarding transmittal of
replacement certificates:
Lost Certificates: A replacement Rights Certificate will be placed in
-----------------
first class mail within two business days of ChaseMellon's receipt of
his/her executed affidavit and indemnity bond. If the holder would like
his/her Rights Certificate returned via overnight mail, he/she should
enclose with the letter a check payable to ChaseMellon to pay the cost
of the return overnight mailing of the replacement Rights Certificate.
Nonreceipt of Certificates: ChaseMellon will mail, within two business
--------------------------
days of receipt of a shareholder affidavit of non-receipt, a
replacement Rights Certificate via first class mail. If the holder
would like his/her Rights Certificate returned via overnight mail,
he/she should enclose with the letter a check payable to ChaseMellon to
pay the cost of the return overnight mailing of the replacement Rights
Certificate. Commencing three business days before the expiration of
the Rights Offering, ▇▇▇▇▇▇▇ will pay the expenses of overnight
delivery of replacement Rights Certificates in cases of nonreceipt.
Any shareholder who reports loss or nonreceipt of a Rights Certificate
and who wishes to exercise his/her Rights will be given the option of
--------
delivering to ChaseMellon, along
Page 5
with the affidavit of non-receipt or loss, a letter indicating his/her
intent to exercise in his/her name and enclosing a check payable to
"Safeguard Escrow Account" for the appropriate subscription. In those
cases, ChaseMellon will not replace the Rights Certificate, but rather
will proceed to process the subscription.
10. ChaseMellon shall notify by FAX at or about the close of each business
day during the pendency of the Rights Offering and for the three business days
after the Expiration Date, (a) ▇▇▇ ▇▇▇▇▇▇▇▇ of ▇▇▇▇▇▇▇ at (▇▇▇) ▇▇▇-▇▇▇▇,
(b) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ of Safeguard at (▇▇▇) ▇▇▇-▇▇▇▇, (c) ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ of
▇.▇. ▇▇▇▇▇▇ at (▇▇▇) ▇▇▇-▇▇▇▇, and ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ of Wheat First Butcher
Singer at (▇▇▇) ▇▇▇-▇▇▇▇, or their respective designates, of (i) the number of
shares for which Rights were exercised on such day, (ii) the number of shares
for which Rights were subject to guaranteed exercises on such day, (iii) the
number of shares for which Rights were subject to defective exercises received
on such day, (iv) the number of shares for which previously defective and
guaranteed exercises of Rights were cured and delivered on such day, (v) the
number of shares for which checks received with previously exercised Rights were
returned unpaid and which did not clear by the deadline for such clearance, (vi)
the number of shares for which previously defective and guaranteed exercises of
Rights lapsed or failed due to expiration of the deadline for cure or delivery,
and (vii) the cumulative number of shares for which Rights were properly
exercised to date, and furnish each of such persons with a daily written report
containing such information. ChaseMellon also shall maintain and update a
register which shall list holders who have fully or partially exercised their
Rights, holders who have transferred their Rights, their transferees, and
holders who have not exercised their Rights. Subject to Section 16(h) below,
ChaseMellon is also authorized and instructed to provide to each such person or
company such additional information relating to the transfer or exercise of
Rights as may from time to time be requested, provided however that such
information shall be consistent with the information contained in the
Prospectus.
11. ChaseMellon will deposit all checks and money orders received from
exercises of Rights in a segregated account designated as the Safeguard Escrow
Account until the earlier of clearance or two business days of receipt, at which
time the sums represented by such checks and money orders shall be wire
transferred to the Escrow Agent as follows:
Mellon Bank, N.A., Pittsburgh, PA
ABA #▇▇▇▇▇▇▇▇▇
C/A #900-9010
Attn:▇▇▇▇▇▇▇ ▇▇▇▇▇
Re: ▇▇▇▇▇▇▇ Rights Offering
Cash payments accompanying exercises of Rights will be deposited promptly by you
and wire transferred to the Escrow Agent. The Escrow Agent shall establish an
escrow account entitled "Safeguard Escrow Account" (the "Escrow Account").
Safeguard, ▇▇▇▇▇▇▇, RVP, MAS, and FRS hereby direct the Escrow Agent to invest
such funds as soon as may be practicable and keep such funds invested during the
term hereof in accordance with written directions signed by each of them,
provided that such investment shall be limited to investment companies
registered under the Investment Company Act of 1940 which invest in obligations,
or repurchase agreements secured by such obligations, of the following types:
(a) certificates of deposit, maturing within 90 days from the date of
acquisition thereof, issued by national or state banks located in the United
States of America or in any state or agency thereof; or (b) short-term
obligations of or guaranteed by the United States of America or any state or
agency thereof. These investment companies may include any for which the Escrow
Agent or affiliate perform services for a fee, whether as custodian, transfer
agent, investment advisor or otherwise, and it is
Page 6
acknowledged that such shares are not obligations of or endorsed by the Escrow
Agent and are not insured by the FDIC. Safeguard, ▇▇▇▇▇▇▇, RVP, MAS, and FRS
hereby direct Escrow Agent to invest in the Dreyfus Institutional U.S. Treasury
Money Market Fund until further written notice is given to Escrow Agent at the
address on page 1, and hereby acknowledge receipt of a prospectus for such
investment. Safeguard, ▇▇▇▇▇▇▇, RVP, MAS, and FRS agree that neither the Rights
Agent nor the Escrow Agent shall be liable for any loss with respect to
investments made in accordance with this Section 11. Escrow Agent shall wire
transfer to the Rights Agent all funds in the Escrow Account for distribution by
the Rights Agent in accordance with Section 13 hereof upon written notice from
the Rights Agent that the Closing (as defined in Section 13) will occur. If the
Escrow Agent receives notice from the Rights Agent that instead of the Closing,
distributions will be made pursuant to Section 14, Escrow Agent will wire
transfer funds to Rights Agent after deducting any unpaid fees of Escrow Agent.
12. Safeguard, ▇▇▇▇▇▇▇, RVP, MAS, and FRS will give you notice when the
Rights Offering has become effective (the "Effective Date"). Promptly following
the Effective Date, each of the selling stockholders will deposit with you stock
certificates endorsed in blank for transfer as follows:
(a) Safeguard shall cause its subsidiary, Safeguard Scientifics
(Delaware), Inc. ("Safeguard Delaware"), to deposit certificates representing an
aggregate of 714,272 shares of Common Stock;
(b) RVP will deposit certificates representing an aggregate of 178,568
shares of Common Stock;
(c) MAS will deposit certificates representing an aggregate of 87,106
shares of Common Stock; and
(d) FRS will deposite certificates representing an aggregate of 43,554
shares of Common Stock.
▇▇▇▇▇▇▇ shall direct you, in your capacity as its transfer agent, to
reserve for issuance an aggregate of 2,461,000 shares of authorized but unissued
Common Stock. The Common Stock to be reserved by you for issuance by ▇▇▇▇▇▇▇
represents 2,006,500 shares of Common Stock being offered pursuant to the Rights
Offering, 151,500 shares of Common Stock being offered pursuant to the Direct
Rights, and 303,000 shares of Common Stock subject to an option which has been
granted to the Underwriters for the purpose of covering overallotments. Such
stock certificates and reserved shares shall be held by you in escrow for
distribution as provided below.
13. The closing of the Rights Offering (the "Closing") will be held at the
time, and subject to the conditions, described in the Prospectus. Safeguard,
▇▇▇▇▇▇▇, RVP, MAS, and FRS will notify you in writing when the Closing shall
occur. Promptly upon such notification, you shall issue new stock certificates
for delivery at Closing, and/or make book transfers at closing in the manner
requested by the Underwriters prior to Closing, representing shares of Common
Stock as follows:
(i) to the Subscribers for the amount of shares for which they have
exercised their Rights;
(ii) (A) If the number of shares delivered to Subscribers pursuant to
(i) above is less than the Distributed Amount, then to certain persons to be
designated by ▇▇▇▇▇▇▇ ("Other Purchasers") for the
Page 7
number of shares equal in the aggregate to the Distributed Amount minus the
number of shares delivered to Subscribers pursuant to (i) above (the
"Unexercised Amount"), but not more than 300,000 shares;
(B) If the Unexercised Amount is greater than 300,000 shares, then
the excess of such shares (the "Excess Amount") to the Underwriters or their
designees; and
(iv) if Rights to purchase fewer than 3,030,000 shares of Common Stock
were issued to holders of Safeguard Common Shares, then to the Other Purchasers
for the shares of Common Stock subject to such undistributed Rights.
At the Closing, upon the issuance of shares of Common Stock to
Subscribers and Other Purchasers, you shall deliver to ▇▇▇▇▇▇▇ the sum of $5.00
for each of the first 2,158,000 shares issued to Subscribers, and to RVP, MAS,
FRS and Safeguard Delaware, pro rata, the sum of $5.00 for each of the next
1,023,500 shares issued to Subscribers, less such amounts that RVP, MAS, FRS,
Safeguard Delaware or ▇▇▇▇▇▇▇ may advise you to pay to the Underwriters in
accordance with the terms of the standby underwriting agreement. All income
earned on the Money Market Account shall be distributed to ▇▇▇▇▇▇▇, RVP, MAS,
FRS and Safeguard Delaware pro rata in accordance with the distribution of
principal.
Within 20 days after the Expiration Date, ▇▇▇▇▇▇▇ will notify you in
writing whether and for how many shares the Underwriters have exercised their
overallotment option, upon which ChaseMellon shall deliver stock certificates to
the Underwriters for such shares against payment by the Underwriters to ▇▇▇▇▇▇▇
of $4.65 per share.
No fees are payable by Safeguard, ▇▇▇▇▇▇▇, RVP, MAS, FRS or the
Underwriters to brokers, dealers or others who may have solicited an exercise or
transfer of Rights.
14. If Safeguard, ▇▇▇▇▇▇▇, RVP, MAS, and FRS notify ChaseMellon, in
writing, that the conditions to Closing have not been satisfied and that the
Rights Offering has been canceled, or if you do not receive written notice of
the Closing within 50 days after the Record Date for the Rights Offering, then
(a) you shall promptly return to each Subscriber, by check, the purchase price,
without interest, paid by such Subscriber for the shares of Common Stock
subscribed pursuant to the Rights Offering, (b) you shall promptly return to
Safeguard Delaware, RVP, MAS, FRS their respective stock certificates
representing the shares of Common Stock held by you in escrow pending
consummation of the Rights Offering, and (c) the reservation of shares for
issuance by ▇▇▇▇▇▇▇ and all subscription forms and Rights Certificates will be
canceled and will confer no further rights on any person. In the event of the
cancellation of the Rights Offering, you shall apply all income earned on the
Escrow Account first to the fees and expenses of the Escrow Agent, then to your
fees and expenses, as Rights Agent, and thereafter to ▇▇▇▇▇▇▇.
15. For your services as Rights Agent hereunder you shall be entitled to
the fees set forth in Exhibit C attached hereto, together with reimbursement for
your reasonable out-of-pocket expenses, as described in Exhibit C. The Escrow
Agent shall be entitled to a fee of $1,250, together with out-of-pocket
expenses. Such fees shall be paid by ▇▇▇▇▇▇▇.
16. As Rights Agent and Escrow Agent you:
(a) shall take such additional reasonable actions not hereinabove set
forth as may be requested
by ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, RVP, MAS, and FRS to consummate the distribution of the
Rights;
(b) shall have no duties or obligations other than those specifically
set forth herein, or as may subsequently be agreed to by you, Safeguard,
▇▇▇▇▇▇▇, RVP, MAS, and FRS;
(c) will be regarded as making no representations and having no
responsibilities except to act in good faith and in a careful and prudent
manner, as to the validity, sufficiency, value or genuineness of any
certificates or the shares represented thereby deposited with you hereunder and
will not be required to and will not make any representations as to the
validity, value or genuineness of the Rights Offering;
(d) shall not be obligated to take any legal action hereunder which
might in your judgment involve any expense or liability unless you have been
furnished with reasonable indemnity;
(e) may rely on, and shall be protected in acting upon, any
certificate, instrument, opinion, notice, letter, telegram or other document, or
any security, delivered to you and in good faith believed by you to be genuine
and to have been signed by the proper party or parties;
(f) may rely on and shall be protected in acting upon the oral
instructions, later confirmed in writing, of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇, or
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ of Safeguard, and such additional employees and
representatives of Safeguard as Safeguard may hereinafter designate in writing;
(g) may consult counsel satisfactory to you (including counsel for
▇▇▇▇▇▇▇ and Safeguard), and the opinion of such counsel shall be full and
complete authorization and protection in respect of any action taken, suffered
or omitted by you hereunder in good faith and in accordance with the opinion of
such counsel; and
(h) shall not be called upon at any time to, and shall not, advise any
person exercising Rights as to the wisdom of taking such action or as to the
market value or decline or appreciation in market value of the Rights or the
Common Stock.
17. ▇▇▇▇▇▇▇, Safeguard, RVP, MAS, and FRS covenant and agree to indemnify,
jointly and severally, the Rights Agent and the Escrow Agent and hold the Rights
Agent and the Escrow Agent harmless against any loss, liability or expense
incurred without negligence or bad faith on the part of the Rights Agent or
Escrow Agent arising out of or in connection with the administration of your
duties hereunder, including the cost and expenses of defending against any claim
or liability in the premises.
18. This agreement and your respective appointment as Rights Agent and
Escrow Agent shall be construed and enforced in accordance with the laws of the
Commonwealth of Pennsylvania. This agreement shall inure to the benefit of, and
the obligation and duties created hereby shall be binding upon, the successors
and assigns of the parties hereto, but this agreement may not be assigned. This
agreement shall also inure to the benefit of the Underwriters as third party
beneficiaries.
19. Notices permitted or required to be given hereunder shall be deemed
given when sent by telecopier, one business day after sent by guaranteed
overnight delivery service or overnight Express Mail, and three business days
after sent, postage prepaid, by certified or registered mail, to the following
addresses or such other address of which such party may give notice to the other
parties hereto:
Page 9
If to the Rights Agent: To the address on the first page
If to the Escrow Agent: To the address on the first page
If to Safeguard and RVP: Safeguard Scientifics, Inc.
Attn: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
800 The Safeguard Building
▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇, ▇▇ ▇▇▇▇▇-1945
Telecopier: (▇▇▇) ▇▇▇-▇▇▇▇
If to ▇▇▇▇▇▇▇, ▇▇▇, ▇▇▇▇▇▇▇ Computer Associates, Inc.
and FRS: Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Telecopier: (▇▇▇) ▇▇▇-▇▇▇▇
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If agreed to by you, please confirm acceptance of the arrangements
herein provided by signing and returning two copies of this letter agreement.
Very truly yours,
▇▇▇▇▇▇▇ COMPUTER ASSOCIATES,
INC.
By:
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Senior Vice President and
Chief Financial Officer
SAFEGUARD SCIENTIFICS, INC.
By:
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▇▇▇▇▇▇ ▇. ▇▇▇▇
▇▇. Vice President-Finance
RADNOR VENTURE PARTNERS, L.P.
By:
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▇▇▇▇▇▇ ▇. ▇▇▇▇, Vice President
SSI Management Company, Inc.
a general partner of Radnor
Venture Management Company,
the general partner
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Accepted and agreed to as of
the date first above written.
CHASEMELLON SHAREHOLDER
SERVICES, L.L.C., as Rights Agent
By:
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MELLON BANK, N.A., as Escrow Agent
