EXHIBIT 10.3
June 14, 1999
Unisys Corporation
Unisys Way
Blue Bell, Pennsylvania 19424
PulsePoint Communications
6307 Carpinteria Avenue
Carpinteria, California 93013
Ladies and Gentlemen:
The undersigned gives this letter in connection with the proposed merger
(the "Merger") of PulsePoint Communications, a California corporation
("PulsePoint") with and into a wholly-owned subsidiary of Unisys Corporation, a
Delaware corporation ("Unisys"). As an inducement and condition to Unisys'
willingness to enter into the Agreement and Plan of Merger between Unisys,
PulsePoint and Shellco Inc. (the "Merger Agreement"), the undersigned gives this
letter agreement in favor of Unisys and PulsePoint.
1. The undersigned agrees, subject to the satisfaction of the conditions
set forth in paragraph 2 hereof and upon receipt of written notice delivered to
the undersigned at the address set forth below (by facsimile or overnight
courier) to the effect that such conditions have been satisfied, to promptly
convert that percentage of its holdings of PulsePoint Series B Convertible
Preferred Stock, no par value (the "Preferred Stock") that is equal to the
lesser of (i) the percentage of Preferred Stock held by the Oak Entities (as
such term is defined below) agreed to be converted by the Oak Entities pursuant
to a substantially identical letter agreement dated as of the date hereof or
(ii) thirty-seven percent (37%), such conversion to occur in accordance with the
terms of the Certificate of Determination of Rights, Preferences, Privileges and
Restrictions of Series B Convertible Preferred Stock of PulsePoint (the
"Certificate of Determination") prior to the record date (the "Record Date")
established for the special meeting of PulsePoint shareholders at which the
Merger will be considered (the "Special Meeting").
2. The obligations of the undersigned set forth in paragraph 1 hereof
shall be conditioned upon the satisfaction or waiver of each of the following
conditions precedent: (1) the registration statement containing the Proxy
Statement/Prospectus to be prepared with respect to the Special Meeting will, in
the reasonable judgment of PulsePoint and Unisys, be declared effective (such
date, the "Effective Date") by the Securities and Exchange Commission (the
"SEC") on or before July 30, 1999, and (2) the registration statement containing
such Proxy Statement/Prospectus identifies a proposed closing date for the
Merger to occur on or before August 31, 1999, and such Merger is reasonably
expected to be consummated on or before such date.
3. Unless otherwise agreed by the undersigned, Unisys and PulsePoint, if
the Effective Date occurs or will occur on or before July 30, 1999, the Record
Date shall be no later than July 30, 1999 and will not, in any case, be more
than seven (7) calendar days prior to the date agreed upon by PulsePoint and
Unisys as the likely date on which the registration statement containing the
Proxy Statement/Prospectus will be declared effective by the SEC. In the event
that the Effective Date is later than July 30, 1999, the undersigned shall no
longer be required to convert its shares of Preferred Stock and the Record Date
may be a date later than July 30, 1999.
4. The undersigned has been informed that each of Oak Investment Partners
V, Limited Partnership; Oak Investment Partners VII, Limited Partnership; Oak
Investment Partners III, A Limited Partnership; Oak VII Affiliates Fund, Limited
Partnership; Oak V Affiliates Fund, Limited Partnership; Bandel L. Carano
(collectively, the "Oak Entities"); Citiventure 96 Partnership, L.P.; Chancellor
Private Capital Offshore Partners II, L.P.; Chancellor Private Capital Partners
III, L.P.; Chancellor Private Capital Offshore Partners I, C.V.; Microsoft
Corporation and Frederick J. Warren have executed a letter agreement similar to
that given hereto and gives this letter agreement in reliance thereon.
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Unisys Corporation
PulsePoint Communications
June 14, 1999
Page 2
5. The shares of PulsePoint Common Stock, no par value (the "Common
Stock") received upon conversion of the shares of Preferred Stock shall continue
to be subject to the terms of the Voting Agreement dated as of the date hereof
by and between Unisys and the undersigned (the "Voting Agreement").
6. This letter agreement shall be governed by and construed in accordance
with the laws of the State of Delaware regardless of the laws that might
otherwise govern under applicable principals of conflict of laws. The provisions
of Section 5.12 of the Voting Agreement shall apply to this letter agreement.
7. The undersigned agrees that irreparable damage would occur in the event
that any of the provisions of this letter agreement were not performed in
accordance with its specified terms or were otherwise breached. The undersigned
accordingly agrees that Unisys and PulsePoint shall be entitled to an injunction
or injunctions to prevent breaches of this letter agreement and to specific
performance of the terms and provisions hereof in addition to any other remedy
to which they are entitled at law or in equity.
By:_________________________
Name:_______________________
Title:______________________
Address for notices:
____________________________
____________________________
____________________________
Attn: ______________________
Telephone: ________________
Facsimile: ________________
ACKNOWLEDGED AND AGREED TO BY:
UNISYS CORPORATION, a Delaware
corporation
By:___________________________
Name:_________________________
Title:________________________
PULSEPOINT COMMUNICATIONS,
a California corporation
By:___________________________
Name:_________________________
Title:________________________
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