THIS OPTION HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF
1933, AS AMENDED, THE SECURITIES LAWS OF ANY STATE IN THE UNITED STATES, OR ANY
SECURITIES LAWS OF GERMANY.
KONTRON EMBEDDED COMPUTERS AG
OPTION TO PURCHASE
60,000 BEARER SHARES
WITHOUT PAR VALUE
This Option is issued for value received, in consideration of the execution
and delivery of that certain Purchase and Option Agreement, dated as of June 29,
2000 (the "FWRX Agreement") by and among, Fieldworks, Incorporated, a Minnesota
corporation ("Fieldworks"), FWRKS Acquisition Corp., a wholly owned susidiary of
Kontron Embedded Computers AG, the issuer of this Option, Industrial-Works
Holding Co., LLC, a Delaware limited liability company ("Purchaser"). Purchaser
for such consideration and its successors or permitted assigns ("Holder"), is
entitled to purchase from Kontron Embedded Computers AG, a German corporation
(the "Company"), 60,000 fully paid and nonassessable no par bearer shares of the
Company (the "Kontron Shares"; the "Company Stock"), in exchange for 2,428,600
shares of Series B Convertible Preferred Stock of Fieldworks and 285,700 shares
of Series C Convertible Preferred Stock of Fieldworks held by the Purchaser,
which preferred shares are currently convertible into an aggregate of 3,000,000
shares of common stock of Fieldworks (collectively, the "Fieldworks Shares"; the
"Exercise Price").
This Option may be exercised only with respect to all 60,000 Kontron
Shares, and only in connection with the closing of the share purchase
transactions contemplated by the FWRX Agreement after the exercise of the "First
Option" under the FWRX Agreement. This Option may be exercised on or before
October 2, 2000 by the Holder at any time following the receipt by Fieldworks of
notice that the Company intends to exercise its rights to the First Option under
the FWRX Agreement; however, receipt of such notice by Fieldworks creates no
obligation on the part of the Holder to exercise this Option. If the
transactions contemplated by the FWRX Agreement fail to close on or before
November 15, 2000, or if this Option is not exercised on or prior to the Closing
Date of such transactions (as defined in the FWRX Agreement)(the "Closing
Date"), this Option shall expire and shall be null and void.
This Option is subject to the following terms and conditions:
1. Notice of Exercise. If the Holder elects to exercise its rights under
------------------
this Option, the Holder shall provide notice to the Company on or prior to
October 2, 2000 of its irrevocable intent to exercise this Option in accordance
with the procedures described below (the "Notice"). Once given, the Notice shall
be irrevocable, and, subject to Section 9, shall create a binding obligation
upon the Holder to transfer the Fieldworks Shares to the Company, and upon the
Company to issue the Kontron Shares to the Holder in
exchange for the Fieldworks Shares. Upon giving Notice to the Company, the
Holder may not take any action to transfer, pledge, or otherwise encumber or
dispose of, the Fieldworks Shares subject to the notice except in connection
with this Option, unless the transactions contemplated hereby fail to close.
2. Exercise. Following delivery of the Notice, the rights represented
--------
by this Option shall be exercised by the Holder, for the full number of the
Kontron Shares only, by delivery to the Company (or its designated
representative) on the Closing Date of payment to the Company in the form of one
or more stock certificates representing the Fieldworks Shares, with stock powers
properly endorsed and signatures guaranteed, in full payment of the Exercise
Price for the Kontron Shares. The Kontron Shares shall be deemed to be issued as
of the close of business on the Closing Date. Certificates for the Kontron
Shares shall be delivered to Holder on the later of the Closing Date and the
time Holder delivers the certificates representing the Exercise Price. If not
delivered within such time, such certificates shall at Holder's option be
replaced by cash having a value equal to the greatest value of the Kontron
Shares in the period from the Closing Date to three days after the Closing Date.
Holder may, in lieu thereof, require specific performance of Kontron's
obligation to delivery Kontron Shares.
3. Opinion of Counsel. In connection with the exercise of this
------------------
Option, on the Closing Date, (i) the Holder shall deliver to the Company an
opinion of Paul, Hastings, Xxxxxxxx & Xxxxxx LLP, counsel for the Holder,
covering the matters described on Exhibit 1; and (ii) the Company shall deliver
to the Holder an opinion of counsel to the Company, covering the matters
described on Exhibit 2, in each case reasonably satisfactory to the recipient.
4. Representations and Warranties of the Company. The Company
---------------------------------------------
represents and warrants to Purchaser as follows:
(a) Corporate Organization. The Company is a corporation duly
----------------------
organized, validly existing and in good standing under the laws of the Republic
of Germany, and has all requisite corporate power and authority to own, operate
and lease its properties and to carry on its business as and in the places where
such properties are now owned, operated and leased or such business is now being
conducted.
(b) Authorization. The Company has the necessary corporate power
-------------
and authority to enter into this Agreement and to assume and perform its
obligations hereunder. The execution and delivery of this Agreement and the
performance by the Company of its obligations hereunder have been duly
authorized by the Supervisory Board of the Company. This Agreement has been duly
executed and delivered by the Company and constitutes a legal, valid and binding
obligation of the Company enforceable against it in accordance with its terms,
except as the enforceability thereof may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium or
-2-
other similar laws affecting creditors' rights generally or by the principles
governing the availability of equitable remedies.
(c) Transferability of Shares. The Company does not believe that the
-------------------------
Kontron Shares will be subject to any restrictions on transferability by the
applicable securities laws of Germany upon issuance to the Holder. However, to
the extent that the transferability of the Kontron Shares is restricted by the
applicable securities laws of Germany, the Company shall cause such restrictions
to be removed prior to February 2001, and the Kontron Shares shall be freely
transferable on the Neuer Markt of the Frankfurter Wertpapierborse by the Holder
at that time.
5. Shares. All Kontron Shares issuable upon the exercise of the
------
rights represented by this Option shall, upon issuance, be duly authorized and
issued, fully paid and nonassessable shares. From the date this Option is issued
through the date the Option is exercised by the Holder or expires as described
above, the Company shall at all times have authorized and reserved for the
purpose of issue or transfer upon exercise of the rights evidenced by this
Option a sufficient number of shares of Company Stock to provide for the
exercise of the rights represented by this Option.
6. Adjustment. The Exercise Price shall be subject to adjustment from
----------
time to time as hereinafter provided in this Section 6:
(a) If the Company at any time after the date of this Option divides
the outstanding shares of Company Stock into a greater number of shares (whether
pursuant to a stock split, stock dividend or otherwise), and conversely, if the
outstanding shares of Company Stock are combined into a smaller number of
shares, the Exercise Price in effect immediately prior to such division or
combination shall be proportionately adjusted to reflect the reduction or
increase in the value of each such share of Company Stock
(b) If any stock dividend , capital reorganization or
reclassification of the capital stock of the Company, or consolidation or merger
of the Company with another corporation, or the sale of all or substantially all
of its assets to another corporation shall be effected in such a way that
holders of the Company Stock shall be entitled to receive stock, securities or
assets with respect to or in exchange for such common stock, then, as a
condition of such stock dividend, reorganization, reclassification,
consolidation, merger or sale, Holder shall have the right to purchase and
receive upon the basis and upon the terms and conditions specified in this
Option and in lieu of the Kontron Shares immediately theretofore purchasable and
receivable upon the exercise of the rights represented hereby, such shares of
stock, other securities or assets as would have been issued or delivered to the
Holder if Holder had exercised this Option and had received the Kontron Shares
immediately prior to such stock dividend, reorganization, reclassification,
consolidation, merger or sale. The Company shall not effect any such
consolidation, merger or sale unless prior to the consummation thereof the
successor corporation (if other than the Company) resulting from such
consolidation or merger or the corporation purchasing such assets shall assume
by written instrument executed and mailed to Holder at the last address of
Holder appearing on the books of the
-3-
Company the obligation to deliver to Holder such shares of stock, securities or
assets as, in accordance with the foregoing provisions, Holder may be entitled
to purchase.
(c) Upon any adjustment of the Exercise Price, Holder shall
thereafter be entitled to purchase, at the Exercise Price resulting from such
adjustment, the number of shares of Company Stock obtained by multiplying the
Exercise Price in effect immediately prior to such adjustment by the number of
Kontron Shares purchasable pursuant hereto immediately prior to such adjustment
and dividing the product thereof by the Exercise Price resulting from such
adjustment.
(d) Upon any adjustment of the Exercise Price in accordance with the
foregoing, the Company shall give written notice thereof to Holder, and Company
and Holder shall determine the adjusted number of shares of Company Stock that
Holder will then be entitled to purchase pursuant to this Option.
7. No Rights as Shareholder. This Option does not entitle Holder to any
------------------------
voting rights or other rights as a shareholder of the Company.
8. Transfer. This Option and all rights hereunder are transferable, in
--------
whole or in part, by the holder hereof in person or by the holder's duly
authorized attorney, upon surrender of this Option properly endorsed to any
person or entity who represents in writing that it is a Permitted Transferee who
is acquiring the Option for investment and without any view to the sale or other
distribution thereof and who is simultaneously acquiring sufficient shares of
Series B and Series C Convertible Preferred Stock of Fieldworks to exercise this
Option. Each holder of this Option, by taking or holding the same, consents and
agrees that the bearer of this Option, when endorsed, may be treated by the
Company and all other persons dealing with this Option as the absolute owner
hereof for any purpose and as the person entitled to exercise the rights
represented by this Option, or to the transfer hereof on the books of the
Company, any notice to the contrary notwithstanding; but until such transfer on
such books, the Company may treat the registered owner hereof as the owner for
all purposes. For purposes of this Agreement, "Permitted Transferee" shall mean
(a) any corporation, partnership or limited liability company all of the
outstanding securities and other interests of which are owned by the Purchaser,
or (b) any person or entity that directly or indirectly, through one or more
intermediaries, controls or is controlled by, or is under common control with
the Purchaser.
9. Conditions to Closing. Closing of the transactions contemplated by this
---------------------
Option is subject to the following conditions:
(a) Fieldworks shall have obtained from its shareholders all approvals
necessary to permit the Fieldworks Shares to be transferred to the Company
pursuant to this Option, and to the extent required, to permit the securities
issued to the Company pursuant to the FWRX Agreement to be voted by the Company,
and to be free from restrictions on transfer, in accordance with Section
302A.671 of the Minnesota Business Corporation Act;
-4-
(b) the Company and Fieldworks shall have received notice of the
termination of all waiting periods required, if any, pursuant to the Xxxx-Xxxxx-
Xxxxxx Antitrust Improvements Act of 0000 (xxx "XXX Xxx"), in connection with
the transactions contemplated by FWRX Agreement and this Option ;
(c) The Company shall have received a satisfactory valuation with respect
to the exchange ratio of the Fieldworks Shares for the Kontron Shares in
accordance with the provisions of Section 183 of the Stock Corporation Act of
Germany; and
(d) The transactions contemplated by the FWRX Agreement, including the
purchase of capital stock of Fieldworks pursuant to the FWRX Agreement, shall
close simultaneously with those contemplated hereby and all conditions to such
closings shall have been satisfied or waived by the parties entitled to waive
them.
10. Transferability of Shares. The Company does not believe that the Kontron
-------------------------
Shares will be subject to any restrictions on transferability upon issuance to
the Holder. However, to the extent that the transferability of the Shares is
restricted by the applicable securities laws of Germany, the Company shall cause
such restrictions to be removed prior to February 2001, and the Kontron Shares
shall be freely transferable on the Neuer Markt of the Frankfurter
Wertpapierborse by the Holder at that time.
11. Notices. All demands and notices to be given hereunder shall be delivered
-------
or sent by first class mail, postage prepaid; in the case of the Company,
addressed as follows:
Kontron Embedded Computers AG
Xxxxx-xxx-Xxxxxx-Xxxxxx 0, 00000
Xxxxxx, Xxxxxxx
With a copy (which shall not constitute notice) to
Xxxxxx Xxxxxxxx Frome Xxxxxxxxxx & Xxxxxxx LLP
000 Xxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxxx X. Xxxxx, Esq.
until a new address shall have been substituted by like notice; and in the case
of the Holder, addressed to the Holder at the address written below, until a new
address shall have been substituted by like notice.
Industrial-Works Holding Co. LLC
c/o Glenmount International
00000 Xxx Xxxxxx Xxxxxx, Xxxxx 000
Xxxxxx, Xxxxxxxxxx 00000
-5-
12. Governing Law. This Option shall be construed and enforced in
-------------
accordance with, and the rights of the parties shall be governed by, the laws of
the State of Delaware without reference to the conflicts of laws provisions
thereof.
13. Termination. This Option, and the rights and obligations of the
-----------
parties hereunder, shall terminate and be of no further force and effect upon
the occurrence of any of the following:
(a) the failure of Fieldworks to obtain all necessary shareholder
approval as set forth in Section 9(a), above on or before November 15, 2000;
(b) the failure of Fieldworks and the Company to obtain the
required notices of expiration of waiting periods pursuant to the HSR Act, as
described in Section 9(b), above on or before November 15, 2000;
(c) failure of the Closing to have occurred on or before November
15, 2000, provided that the party seeking to terminate this Option is not then
in breach of any of its material obligations under this Option; or
(d) either of the parties hereto becomes subject to a final and
non-applicable court order prohibiting the transactions contemplated this
Option.
14. Entire Agreement and Amendment. This Option and the FWRX Agreement
------------------------------
constitute the entire agreement between the parties hereto with respect to the
subject matter contained herein and supersedes all prior oral or written
agreements, if any, between the parties hereto with respect to such subject
matter and, except as otherwise expressly provided herein, are not intended to
confer upon any other person any rights or remedies hereunder. Any amendments
hereto or modifications hereof must be made in writing and executed by each of
the parties hereto.
[The remainder of this page intentionally is left blank, signature page follows]
-6-
[SIGNATURE PAGE TO PUT OPTION]
IN WITNESS WHEREOF, the Company has caused this Option to be executed and
delivered by a duly authorized officer.
Dated: June 29, 2000
KONTRON EMBEDDED COMPUTERS AG
By ________________________
By ________________________
Name and Address of Holder:
Industrial-Works Holding Co., LLC
00000 Xxx Xxxxxx Xxxxxx, Xxxxx 000
Xxxxxx, Xxxxxxxxxx 00000
-7-
OPTION EXERCISE AND CONTRIBUTION AGREEMENT
(To be signed only upon exercise of this Option)
The undersigned, the Holder of the foregoing Option, hereby irrevocably
elects to exercise the purchase right represented by such Option for, and to
purchase thereunder, 60,000 no par bearer shares of Kontron Embedded Computers
AG ("Kontron"; the "Kontron Shares"), to which such Option relates and herewith
makes payment therefor by contributing to the capital of Kontron 2,428,600
shares of Series B Preferred Stock and 285,700 shares of Series C Preferred
Stock of Fieldworks, Incorporated ("Fieldworks"; the "Contributed Shares"), and
are represented by the following certificates:
Class/Series Certificate Number of
of Shares Number Shares
------------ ----------- ---------
Title to the Contributed Shares shall not pass to Kontron unless and until
the Kontron Shares are properly registered in Kontron's Commercial Register
pursuant to the Stock Corporation Act of Germany. Upon fulfillment of all
conditions necessary to issue the Kontron Shares to the Holder, the Holder
requests that the certificates for the Kontron Shares be issued in the name of,
and be delivered to ______________, whose address is set forth below the
signature of the undersigned.
The undersigned undertakes to execute such documents as may be needed under
German law to contribute the Contributed Shares and subscribe for the Kontron
Shares.
Industrial-Works Holding Co., LLC
Dated: ________________ By:______________________________
________________________
________________________
________________________
________________________
Please print name and address for delivery
ASSIGNMENT
(To be signed only upon transfer of this Option)
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto __________________ the right represented by the foregoing option to
purchase no par bearer shares of Kontron Embedded Computers AG ("Kontron"), and
appoints _____________ attorney to transfer such right on the books of Kontron,
with full power of substitution in the premises.
Dated: ________________ Industrial-Works Holding Co., LLC
By:______________________________
_______________________
_______________________
_______________________
Please print name and address for delivery
EXHIBIT 1
1. IWHC is duly incorporated, validly existing and in good standing
under the laws of the State of Delaware with power and authority to execute and
deliver the Transaction Documents and perform its obligations thereunder.
2. Each of the Transaction Documents has been duly authorized,
executed and delivered by IWHC and is a valid and binding obligation of IWHC,
enforceable against it in accordance with its terms.
3. Neither the execution and delivery by IWHC of the Transaction
Documents nor the performance of its obligations thereunder will (a) result in
the violation of (i) any federal or Delaware statute or regulation applicable to
or (ii) any order or decree known to us of any court or governmental authority
binding upon IWHC or its property, (b) conflict with the IWHC's Articles of
Formation or Operating Agreement.
4. No registration with or approval by any federal or state
governmental agency is required of IWHC in connection with the execution and
delivery or the performance of the Transaction Documents to which it is a party.
5. The Series B Stock and the Series C Stock is owned of record by
IWHC and the delivery to Kontron at Closing of the certificates representing the
Series B Stock and Series C Stock, upon payment in accordance with the
Agreement, conveys and transfers title to the Series B Stock and Series C Stock
[assumptions].
-2-
EXHIBIT 2
1. Kontron is duly incorporated, validly existing and in good standing
under the laws of Germany with corporate power and authority to execute and
deliver the Option and perform its obligations thereunder.
2. The Option has been duly authorized, executed and delivered by
Kontron and is a valid and binding obligation of Kontron, enforceable against it
in accordance with it terms.
3. Kontron has taken action to issue 60,000 shares of Common Stock in
connection with the exercise of the Option. Assuming the representations and
warranties made by Purchaser in the Certificate are true and correct, the offer
and sale of the Kontron Shares to Purchaser are exempt from the registration
requirements of the Securities Act of 1933 (the "Securities Act").
4. Neither the execution and delivery by Kontron of the Option nor the
performance of its obligations thereunder will (a) result in the violation of
(i) any German regulation applicable to Kontron or (ii) any order or decree
known to us of any court or governmental authority binding upon Kontron or its
property, (b) conflict with Kontron's Articles of Incorporation or statutes.
5. The Kontron Shares have been validly authorized, duly issued, and
are fully paid and non-assessable, and the delivery to Purchaser at Closing of
the certificates representing the Kontron Shares conveys and transfers to
Purchaser, good title to the Kontron Shares, [and after February 1, 2001, will
be] [German counsel to conform to facts at Closing] free and clear of
restrictions or conditions to transfer or assignment under the applicable
securities laws of Germany.
-3-
KONTRON EMBEDDED COMPUTERS AG
Xxxxx-xxx-Xxxxxx Xxxxxxx 0
00000 Xxxxxx, Xxxxxxx
August 16, 2000
Industrial-Works Holding Co., LLC
00000 Xxx Xxxxxx Xxxxxx, Xxxxx 000
Xxxxxx, XX 00000
Gentlemen:
Re: Amendment to Option to Purchase Bearer Shares of Kontron
--------------------------------------------------------
This letter confirms our agreement with respect to the amendment of the Option
to Purchase dated as of June 29, 2000 (the "Second Option"), issued by Kontron
Embedded Computers AG (the "Company") in favor of Industrial-Works Holding Co.,
LLC ("Holder"). Terms used but not defined herein are used as defined in the
Second Option.
1. Title of Second Option. The title of the Second Option is hereby
----------------------
amended in its entirety to read as follows:
OPTION TO PURCHASE
62,000 BEARER SHARES
WITHOUT PAR VALUE
2. Increase in Number of Kontron Shares and FieldWorks Shares. The first
----------------------------------------------------------
preliminary paragraph of the Second Option is hereby amended in its
entirety to read as follows:
This Option is issued for value received, in consideration of the
execution and delivery of that certain Purchase and Option Agreement,
dated as of June 29, 2000 (the "FWRX Agreement") by and among,
Fieldworks, Incorporated, a Minnesota corporation ("Fieldworks"),
FWRKS Acquisition Corp., a wholly owned subsidiary of Kontron Embedded
Computers AG, the issuer of this Option, Industrial-Works Holding Co.,
LLC, a Delaware limited liability company ("Purchaser"). Purchaser for
such consideration and its successors or permitted assigns ("Holder"),
is entitled to purchase from Kontron Embedded Computers AG, a German
corporation (the "Company"), 62,000 fully paid and nonassessable no
par bearer shares of the Company (the "Kontron Shares"; the "Company
Stock"), in exchange for a number of shares of Series B Convertible
Preferred Stock of Fieldworks and Series C Convertible Preferred Stock
of Fieldworks held by the Purchaser, which preferred shares are
convertible into an aggregate of 3,400,000 shares of
-1-
common stock of Fieldworks (collectively, the "Fieldworks Shares"; the
"Exercise Price").
3. Partial Exercise; Extension Expiration Date. The second preliminary
-------------------------------------------
paragraph of the Second Option is hereby amended in its entirety to
read as follows: This Option may be exercised with respect to 42,000
Kontron Shares after October 1, 2000 and prior to the Closing Date
(the "First Exercise"), and with respect to the remaining 20,000
Kontron Shares on the Closing Date (the "Second Exercise"). The
Exercise Price shall be allocated between the First Exercise and the
Second Exercise in a manner consistent with the allocation of Kontron
Shares between the First Exercise and the Second Exercise. If the
transactions contemplated by the FWRX Agreement fail to close on or
before February 15, 2001, or if this Option is not exercised on or
prior to the Closing Date of such transactions (as defined in the FWRX
Agreement)(the "Closing Date"), this Option shall expire and shall
become null and void.
4. Notice of Exercise. Section 1 of the Second Option is hereby amended
------------------
in its entirety to read as follows: If the Holder elects to exercise
its rights under this Option, the Holder shall provide notice to the
Company after October 1, 2000 and on or prior to the Closing Date of
its irrevocable intent to exercise this Option in accordance with the
procedures described below (the "Notice"), which Notice shall state
whether it refers to the First Exercise or the Second Exercise. Once
given, the Notice shall be irrevocable, and, subject to Section 9,
shall create a binding obligation upon the Holder to transfer the
Fieldworks Shares specified in the Notice to the Company, and upon the
Company to issue the Kontron Shares to the Holder in exchange for such
Fieldworks Shares. Upon giving Notice to the Company, the Holder may
not take any action to transfer, pledge, or otherwise encumber or
dispose of, the Fieldworks Shares subject to the notice except in
connection with this Option, unless the transactions contemplated
hereby fail to close.
5. Exercise. Section 2 of the Second Option is hereby amended in its
--------
entirety to read as follows: Following delivery of a Notice, the
rights represented by this Option and such Notice shall be exercised
by the Holder, for the number of the Kontron Shares specified therein,
by delivery to the Company (or its designated representative) on the
date of exercise with respect to the First Exercise, and on the
Closing Date with respect to the Second Exercise, of payment to the
Company in the form of one or more stock certificates representing the
Fieldworks Shares, with stock powers properly endorsed and signatures
guaranteed, in full payment of the Exercise Price for the Kontron
Shares. The Kontron Shares shall be deemed to be issued as of the
close of business on the date of exercise with respect to the First
Exercise, and on the Closing Date with respect to the Second Exercise.
Certificates for the Kontron Shares shall be delivered to Holder on
the later of the date such Kontron Shares are deemed to be issued and
the time Holder delivers the certificates representing the Exercise
Price. If not delivered within such time, such certificates shall at
Holder's option be replaced by cash having a value equal to the
greatest value of the Kontron Shares in the period from date such
Kontron Shares are
-2-
deemed to be issued to the date three days after the Closing Date or,
if later, February 28, 2001 (the "Cash Value"). Holder may, in lieu
thereof, require specific performance of Kontron's obligation to
deliver the Kontron Shares; and Holder, in its sole discretion, may
require that Kontron deliver a bank guarantee from a major
institutional bank satisfactory to Holder that guarantees Holder that
it will receive the Cash Value on March 1, 2001, if Kontron has not
delivered the certificates for the Kontron Shares on or before
February 28, 2001.
6. Conditions to Closing. Section 9 of the Second Option is hereby
---------------------
amended to-of the Option is not subject to the conditions specified
therein, but that the closing of the transaction contemplated by the
Second Exercise of the Option is subject to the conditions specified
therein.
7. Termination. Section 13 of the Second Option is hereby amended to
-----------
extend the November 15, 2000 dates therein to February 15, 2001.
8. Entire Agreement. This letter agreement supplements the existing
----------------
Second Option, which shall continue to remain in full force and effect
except as amended hereby.
9. Binding Effect. Upon execution of this letter agreement by each of the
--------------
parties hereto, this letter shall constitute and create, and shall be
deemed to constitute and create, legally binding and enforceable
obligations on the part of each party to this letter.
-3-
If the foregoing terms and conditions are acceptable to you, please so indicate
by signing and returning this letter.
Very truly yours,
KONTRON EMBEDDED COMPUTERS AG
By:___________________________________________
Xxxxxx Xxxxxxxxxxxx
President and Member of Management Board
By:______________________________________________
Xxxx Xxxxxxxxx
Chief Technical Officer and
Member of Management Board
AGREED TO AND ACCEPTED:
INDUSTRIAL-WORKS HOLDING CO., LLC
By:______________________________
Xxxxxxx X. Xxxxxxx
Authorized Signatory
-4-
