STOCK OPTION AGREEMENT
THE TRANSFER OF THIS AGREEMENT IS SUBJECT TO CERTAIN
PROVISIONS CONTAINED HEREIN AND TO RESALE RESTRICTIONS
UNDER THE SECURITIES ACT OF 1933, AS AMENDED AND APPLICABLE
STATE SECURITIES LAWS AND MAY NOT BE TRANSFERRED
WITHOUT REGISTRATION OR AN EXEMPTION THEREFROM
STOCK OPTION AGREEMENT, dated April 14, 1997, between KURZWEIL APPLIED
INTELLIGENCE, INC., a Delaware corporation ("Issuer"), and LERNOUT & HAUSPIE
SPEECH PRODUCTS N.V., a Belgian corporation ("Grantee").
W I T N E S S E T H:
WHEREAS, Grantee and Issuer have entered into an Agreement and Plan of
Merger of even date herewith (the "Merger Agreement"), which agreement has been
executed by the parties hereto simultaneously with this Agreement. All
capitalized terms not otherwise defined herein shall have the meanings ascribed
to such terms in the Merger Agreement.
WHEREAS, as a condition to Grantee's entering into the Merger Agreement
and in consideration therefor, Issuer has agreed to grant Grantee the Option (as
hereinafter defined).
NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants and agreements set forth herein and in the Merger Agreement, the
parties hereto agree as follows:
l. (a) Issuer hereby grants to Grantee an unconditional, irrevocable
option (the "Option") to purchase, subject to the terms hereof, up to 1,454,076
fully paid and nonassessable shares of Issuer's Common Stock, par value $.01 per
share ("Common Stock"), at a price of $5.25 per share (the "Option Price");
provided further that in no event shall the number of shares of Common Stock for
which this Option is exercisable exceed 16% of the Issuer's issued and
outstanding shares of Common Stock. The number of shares of Common Stock that
may be received upon the exercise of the Option and the Option Price are subject
to adjustment as herein set forth.
(b) In the event that any additional shares of Common Stock
are issued or otherwise become outstanding after the date of this Agreement
(other than pursuant to this Agreement), the number of shares of Common Stock
subject to the Option shall be increased so that, after such issuance, it equals
16% (less such number previously acquired upon exercise hereof) of the number of
shares of Common Stock then issued and outstanding without giving effect to any
shares subject or issued pursuant to the Option. Nothing contained in this
Section l(b) or elsewhere in this Agreement shall be deemed to authorize Issuer
or Grantee to breach any provision of the Merger Agreement.
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STOCK OPTION AGREEMENT Page 1
2. (a) The Holder (as hereinafter defined) may exercise the Option, in
whole or in part, at any time or from time to time for a period (the "Exercise
Period") commencing upon the satisfaction of all of the conditions set forth in
Section 2(b)(i), (ii), (iii) and (iv), and ending on the later to occur of (i)
twelve (12) months from the date of the termination of the Merger Agreement,
(ii) ninety (90) days following the consummation of a Business Combination
Transaction effected during the twelve (12) month period referred to in clause
(i), or (iii) ninety (90) days following the consummation of a Business
Combination Transaction effected after the twelve (12) month period referred to
in clause (i), but with respect to which the Issuer or any of its Subsidiaries
or Affiliates has entered into a definitive agreement with a third party within
said twelve (12) month period. The term "Holder" shall mean the holder or
holders of the Option.
(b) The obligation of the Issuer to sell shares of
Common Stock subject to this Option is subject to the satisfaction of all of the
following conditions:
(i) The conditions requiring the Issuer to pay
the Grantee the Termination Fee pursuant to Section 6.5 of the Merger Agreement
shall have occurred;
(ii) Prior to or within twelve (12) months after
the termination of the Merger Agreement, the Issuer or any of its Subsidiaries,
or any Company Affiliate shall have entered into a definitive agreement with a
third party with respect to a Business Combination Transaction or a Business
Combination Transaction shall have been effected;
(iii) There shall be no preliminary or permanent
injunction or other order, decree or ruling issued by a court of competent
jurisdiction or by a governmental, regulatory or administrative agency or
commission, nor any statute, rule, regulation or order promulgated or enacted by
any governmental authority, prohibiting or otherwise restraining such exercise
of the Option; and
(iv) The representations and warranties of
Grantee contained in Section 12 hereof shall be true and correct in all material
respects on the date thereof as if made on such date.
This Option shall terminate, and the Grantee shall have no rights hereunder in
the event that (a) the Merger contemplated by the Merger Agreement is
consummated, (b) the Merger Agreement is terminated under circumstances that
could not give rise to the satisfaction of the conditions set forth in clause
2(b)(i) of this Option, or (c) Holder fails to exercise the Option prior to the
expiration of the Exercise Period.
(c) Issuer shall notify Grantee promptly in writing of the occurrence
of an event described in clause 2(b)(ii) (a "Triggering Event"), it being
understood that the giving of such notice by Issuer shall not be a condition to
the right of the Holder to exercise the option.
(d) In the event the Holder is entitled to and wishes to exercise the
Option, it shall send to Issuer a written notice (the date of which being herein
referred to as the "Notice Date")
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STOCK OPTION AGREEMENT Page 2
specifying (i) the total number of shares it will purchase pursuant to such
exercise and (ii) a place in the Eastern United States and date not earlier than
three (3) business days nor later than thirty (30) days from the Notice Date for
the closing of such purchase (the "Closing Date"); provided that if prior
notification to or approval of any regulatory agency is required in connection
with such purchase, the Holder and, to the extent required, the Issuer shall
promptly file the required notice or application for approval and shall
expeditiously process the same and the period of time that otherwise would run
pursuant to this sentence shall run instead from the date on which any required
notification periods have expired or been terminated or such approvals have been
obtained and any requisite waiting period or periods shall have passed. Any
exercise of the Option shall be deemed to occur on the Notice Date relating
thereto.
(e) At the closing referred to in subsection (d) of this Section 2, the
Holder shall pay to Issuer the aggregate purchase price for the shares of Common
Stock purchased pursuant to the exercise of the Option in immediately available
funds by wire transfer to a bank account designated by Issuer. The failure or
refusal of Issuer to designate a bank account for deposit of the purchase price
shall not preclude the Holder from exercising the Option.
(f) At such closing, simultaneously with the delivery of immediately
available funds, Issuer shall deliver to the Holder a certificate or
certificates representing the number of shares of Common Stock purchased by the
Holder and, if the Option should be exercised in part only, a new Option
evidencing the rights of the Holder thereof to purchase the balance of the
shares purchasable hereunder, and the Holder shall deliver to issuer the
original executed copy of this Agreement and a letter agreeing that the Holder
will not offer to sell or otherwise dispose of such shares in violation of
applicable law or the provisions of this Agreement.
(g) Certificates for Common Stock delivered at a closing hereunder may
be endorsed with a restrictive legend that shall read substantially as follows:
"'The transfer of the shares represented by this certificate is
subject to certain provisions of an agreement between the
registered holder hereof and Trappist, Inc. and to resale
restrictions arising under the Securities Act of 1933, as amended,
and applicable state law. A copy of such agreement is on file at
the principal office of Trappist, Inc. and will be provided to the
holder hereof without charge upon receipt by Trappist, Inc. of a
written request therefor."
It is understood and agreed that: (i) the reference to the resale
restrictions of the Securities Act of 1933, as amended (the "1933 Act"), in the
above legend shall be removed by delivery of substitute certificate(s) without
such reference if the Holder shall have delivered to Issuer a copy of a letter
from the staff of the SEC, or an opinion of counsel, in form and substance
reasonably satisfactory to Issuer to the effect that such legend is not required
for purposes of the 1933 Act; (ii) the reference to the provisions of this
Agreement in the above legend shall be removed by delivering of substitute
certificate(s) without such reference if shares have been sold or transferred in
compliance with the provisions of this Agreement and under circumstances that do
not require the retention of such reference; and (iii) the legend shall be
removed in its entirety if
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STOCK OPTION AGREEMENT Page 3
the conditions in the preceding clauses (i) and (ii) are both satisfied. In
addition, such certificates shall bear any other legend as may be required by
law.
(i) Upon the giving by the Holder to Issuer of the irrevocable written
notice of exercise of the Option provided for under subsection (d) of this
Section 2 and the tender of the applicable purchase price, the Holder shall be
deemed to be the holder of record of the shares of Common Stock issuable upon
such exercise, notwithstanding that the stock transfer books of Issuer shall
then be closed or that certificates representing such shares of Common Stock
shall not then be actually delivered to the Holder. Issuer shall pay all
expenses, and any and all United States federal, state and local taxes and other
charges that may be payable by the Issuer in connection with the preparation,
issue and delivery of stock certificates under this Section 2 in the name of the
Holder.
3. Issuer agrees: (i) that it shall at all times maintain, free from
preemptive rights, sufficient authorized but unissued or treasury shares of
Common Stock so that the Option may be exercised without additional
authorization of Common Stock after giving effect to all other options,
warrants, convertible securities and other rights to purchase Common Stock, (ii)
that it will not, by charter amendment or through reorganization, consolidation,
merger, dissolution or sale of assets, or by any other voluntary act,
intentionally avoid or seek to avoid the observance or performance of any of the
covenants, stipulations or conditions to be observed or performed hereunder by
Issuer; and (iii) promptly to take all action as may from time to time be
required (including complying with all premerger notification reporting and
waiting period requirements specified in 15 U.S.C. 18a and regulations
promulgated thereunder in order to permit the Holder to exercise the Option and
the Issuer to duly and effectively issue shares of Common Stock pursuant hereto.
4. This Agreement (and the Option granted hereby) are exchangeable,
without expense, at the option of the Holder, upon presentation and surrender of
this Agreement at the principal office of Issuer, for other Agreements providing
for Options of different denominations entitling the holder thereof to purchase,
on the same terms and subject to the same conditions as are set forth herein, in
the aggregate the same number of shares of Common Stock purchasable hereunder.
The terms "Agreement" and "Option" as used herein include any Stock Option
Agreements and related Options for which this Agreement (and the Option granted
hereby) may be exchanged. Upon receipt by Issuer of evidence reasonably
satisfactory to it of the loss, theft, destruction or mutilation of this
Agreement, and (in the case of loss, theft or destruction) of reasonably
satisfactory indemnification, and upon surrender and cancellation of this
Agreement, if mutilated, Issuer will execute and deliver a new Agreement of like
tenor and date.
5. In addition to the adjustment in the number of shares of Common
Stock that are purchasable upon exercise of the Option pursuant to Section 1 of
this Agreement, the number of shares of Common Stock purchasable upon the
exercise of the Option and the Option Price shall be subject to adjustment from
time to time as provided in this Section 5. In the event of any change in, or
distributions in respect of, the Common Stock by reason of stock dividends,
split-ups, mergers, recapitalizations, combinations, subdivisions, conversions,
exchanges of shares,
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STOCK OPTION AGREEMENT Page 4
or the like, the type and number of shares of Common Stock purchasable upon
exercise hereof and the Option Price shall be appropriately adjusted in such
manner as shall fully preserve the economic benefits provided hereunder and
proper provision shall be made in any agreement governing any such transaction
to provide for such proper adjustment and the full satisfaction of the Issuer's
obligations hereunder.
6. Upon the occurrence of a Triggering Event that occurs prior to the
end of the Exercise Period, Issuer shall, at the request of Grantee delivered
within 90 days of such Triggering Event, promptly prepare, file and keep current
a shelf registration statement under the 1933 Act covering any shares issued and
issuable pursuant to this Option and shall use its reasonable best efforts to
cause such registration statement to become effective and remain current in
order to permit the sale or other disposition of any shares of Common Stock
issued upon total or partial exercise of this Option ("Option Shares") in
accordance with any plan of disposition requested by Grantee. Issuer will use
its reasonable best efforts to cause such registration statement first to become
effective and then to remain effective for such period not in excess of 180 days
from the day such registration statement first becomes effective or such shorter
time as may be reasonably necessary to effect such sales or other dispositions.
Grantee shall have the right to demand only one such registration. The foregoing
notwithstanding, if, at the time of any request by Grantee for registration of
the Option Shares as provided above, Issuer is in registration with respect to
an underwritten public offering of shares of Common Stock, and if in the good
faith judgment of the managing underwriter or managing underwriters, or, if
none, the sole underwriter or underwriters, of such offering the inclusion of
the Holder's Option Shares would interfere with the successful marketing of the
shares of Common Stock offered by Issuer, the number of Option Shares otherwise
to be covered in the registration statement contemplated hereby may be reduced;
and provided, however, that after any such required reduction the number of
Option Shares to be included in such offering for the account of the Holder
shall constitute at least 25% of the total number of shares to be sold by the
Holder and Issuer in the aggregate; and provided further, however, that if such
reduction occurs, then the Issuer shall file a registration statement for the
balance as promptly as practical and no reduction shall thereafter occur. Each
such Holder shall provide all information reasonably requested by Issuer for
inclusion in any registration statement to be filed hereunder. If requested by
any such Holder in connection with such registration, Issuer shall become a
party to any underwriting agreement relating to the sale of such shares, but
only to the extent of obligating itself in respect of representations,
warranties, indemnities and other agreements customarily included in such
underwriting agreements for the Issuer. As a condition to the Company's
obligations under this paragraph the Holder shall either first exercise this
Option or irrevocably agree to exercise this Option upon or prior to the
effective date of the Registration Statement.
7. (a) (i) At any time following the date on which this Option became
exercisable and (ii) at or within 30 days following the exercise of the Option,
either in whole or in part, upon request of the Issuer, Holder shall in the case
of clause (i) tender the Option, and in the case of clause (ii) tender the
Option Shares to the Issuer for repurchase with respect to the Option (the
"Option Repurchase Price") at a repurchase price equal to the product obtained
by multiplying (1) the number of shares as to which this Option is then
exercisable by (2) the
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STOCK OPTION AGREEMENT Page 5
difference between the market offer price (defined below) and the exercise price
per share, and with respect to the Option Shares at a price (the "Option Share
Repurchase Price") equal to the market/offer price (as defined below) multiplied
by the number of Option Shares to be repurchased. The term "market/offer price"
shall mean the highest of (i) the price per share of Common Stock at which a
tender offer or exchange offer therefor has been made, (ii) the price per share
of Common Stock to be paid by any third party pursuant to an agreement with
Issuer contemplating a Business Combination, (iii) the highest closing price per
share of the Common Stock for the thirty (30) trading days immediately preceding
the Issuer's election hereunder; or (iv) in the event of a sale of all or a
substantial portion of Issuer's assets, the sum of the price paid in such sale
for such assets and the current market value of the remaining net assets of
Issuer, divided by the number of shares of Common Stock of Issuer outstanding at
the time of such sale. In determining the market/offer price, the value of
consideration other than cash shall be determined by a nationally recognized
investment banking firm selected by the Holder and reasonably acceptable to the
Issuer.
(b) Upon Issuer's request pursuant to Section 7(a), Holder shall
surrender to Issuer, at its principal office, certificates for the Option Shares
to be repurchased. Within five business days after the surrender of the
certificates representing Option Shares to be repurchased, Issuer shall deliver
or cause to be delivered to the Holder the Option Share Repurchase Price
therefor.
8. (a) In the event that prior to the expiration of the Exercise
Period, Issuer shall enter into an agreement (i) to consolidate with or merge
into any person, other than Grantee or one of its Subsidiaries, and Issuer shall
not be the continuing or surviving Corporation of such consolidation or merger,
(ii) to permit any person, other than Grantee or one of its Subsidiaries, to
merge into Issuer and Issuer shall be the continuing or surviving corporation,
but, in connection with such merger, the then outstanding shares of Common Stock
shall be changed into or exchanged for stock or other securities of any other
person or cash or any other property or the then outstanding shares of Common
Stock shall after such merger represent less than 50% of the outstanding voting
shares and voting share equivalents of the merged company, or (iii) to sell or
otherwise transfer all or substantially all of its assets to any person, other
than Grantee or one of its Subsidiaries, then, and in each such case, the
agreement governing such transaction shall make proper provision so that the
Issuer's obligation under this Option shall, upon the consummation of any such
transaction and upon the terms and conditions set forth herein, be converted
into, or exchanged for, an option (the "Substitute Option"), at the election of
the Holder, of either (x) the Acquiring Corporation (as hereinafter defined) or
(y) any person that controls the Acquiring Corporation (as defined below).
(b) The following terms have the meanings indicated:
(1) "Acquiring Corporation" shall mean (i) the continuing
or surviving corporation of a consolidation or merger
with Issuer (if other than Issuer), (ii) Issuer in a
merger in which Issuer is the continuing or surviving
person, and (iii) the transferee of all or
substantially all of Issuer's assets.
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STOCK OPTION AGREEMENT Page 6
(2) "Substitute Common Stock" shall mean the common stock
issued by the issuer of the Substitute Option upon
exercise of the Substitute Option.
(c) The Substitute Option shall have the same terms as the
Option, provided, that if the terms of the Substitute Option cannot, for legal
reasons, be the same as the Option, such terms shall be as similar as possible
and in no event less advantageous to the Holder. The issuer of the Substitute
Option shall also enter into an agreement with the then Holder or Holders of the
Substitute Option in substantially the same form as this Agreement, which shall
be applicable to the Substitute Option.
(d) The Substitute Option shall be exercisable for such number
of shares of Substitute Common Stock as is equal to the market/offer price
multiplied by the number of shares of Common Stock for which the Option is then
exercisable, divided by the Average Price (which shall mean the average closing
price of a share of the Substitute Common Stock for the thirty (30) trading days
immediately preceding the consolidation, merger or sale in question). The
exercise price of the Substitute Option per share of Substitute Common Stock
shall then be equal to the Option Price multiplied by a fraction, the numerator
of which shall be the number of shares of Common Stock for which the Option is
then exercisable and the denominator of which shall be the number of shares of
Substitute Common Stock for which the Substitute Option is exercisable.
(e) In no event, pursuant to any of the foregoing paragraphs,
shall the Substitute Option be exercisable for more than 16% of the shares of
Substitute Common Stock outstanding prior to exercise of the Substitute Option.
In the event that the Substitute Option would be exercisable for more than 16%
of the shares of Substitute Common Stock outstanding prior to exercise but for
this clause (e), the excess shall be canceled.
(f) Issuer shall not enter into any transaction described in
subsection (a) of this Section 8 unless the Acquiring Corporation and any person
that controls the Acquiring Corporation assume in writing all the obligations of
Issuer hereunder.
9. (a) At any time after the issuance of the Substitute Option or at or
within thirty days after exercise of the Substitute Option, either in whole or
in part, upon request of the Substitute Option Issuer, the Substitute Option
Holder shall tender the Substitute Option or the Substitute Option Shares to the
Substitute Option Issuer for repurchase at a price with respect to the
Substitute Option (the "Substitute Option Repurchase Plan") equal to the number
of shares under the Substitute Option multiplied by the difference between the
highest closing price (as defined below) and the exercise price, and with
respect to the Substitute Option Shares (the "Substitute Option Share Repurchase
Price") equal to the highest closing price (as defined below) multiplied by the
number of Substitute Option Shares to be repurchased. The term "highest closing
price" shall mean the highest closing price for shares of Substitute Common
Stock within the thirty (30) trading day period immediately preceding the date
the Substitute Option Issuer gives notice of the required repurchase of the
Substitute Option or the Substitute Option Shares to be repurchased.
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STOCK OPTION AGREEMENT Page 7
(b) Upon the Substitute Option Issuer's request, the
Substitute Option Holder shall surrender to the Substitute Option Issuer, at its
principal office the Substitute Option or the certificates for the Substitute
Option Shares to be repurchased. As promptly as practicable, and in any event
within five business days after the surrender of the certificates representing
Substitute Option Shares to be repurchased the Substitute Option Issuer shall
deliver or cause to be delivered to the Substitute Option Holder the Substitute
Option Repurchase Price or the Substitute Option Share Repurchase Price as
applicable.
10. The period for exercise of certain rights under Sections 2 and 6
shall be extended: (i) to the extent necessary to obtain all regulatory
approvals for the exercise of such rights, and for the expiration of all
statutory waiting periods; and (ii) to the extent necessary under Section 16(b)
of the 1934 Act by reason of such exercise.
11. Issuer hereby represents and warrants to Grantee as follows:
(a) Issuer has full corporate power and authority to execute
and deliver this Agreement and to consummate the transactions contemplated
hereby. The execution and delivery of this Agreement and the consummation of the
transactions contemplated hereby have been duly and validly authorized by the
Board of Directors of Issuer and no other corporate proceedings on the part of
Issuer are necessary to authorize this Agreement or to consummate the
transactions so contemplated. This Agreement has been duly and validly executed
and delivered by Issuer.
(b) Issuer has taken all necessary corporate action to
authorize and reserve and to permit it to issue, and at all times from the date
hereof through the termination of this Agreement in accordance with its terms
will have reserved for issuance upon the exercise of the Option, that number of
shares of Common Stock equal to the maximum number of shares of Common Stock at
any time and from time to time issuable hereunder, and all such shares, upon
issuance pursuant hereto, will be duly authorized, validly issued, fully paid,
nonassessable, and will be delivered free and clear of all claims, liens,
encumbrances and security interests created by the Issuer or the Acquiring
Corporation (as applicable) and not subject to any preemptive rights.
(c) Issuer has taken and will take all action so that the
entering into of this Option Agreement, the acquisition of shares of Common
Stock hereunder and the other transactions contemplated hereby do not and will
not result in the grant of any preemptive, anti-dilution or other similar rights
to any person under any other agreement.
12. Grantee hereby represents and warrants to Issuer that:
(a) Grantee has all requisite corporate power and authority to
enter into this Agreement and, subject to any approvals or consents referred to
herein, to consummate the transactions contemplated hereby. The execution and
delivery of this Agreement and the
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STOCK OPTION AGREEMENT Page 8
consummation of the transactions contemplated hereby have been duly authorized
by all necessary corporate action on the part of Grantee. This Agreement has
been duly executed and delivered by Grantee.
(b) The Option is not being, and any shares of Common Stock or
other securities acquired by Grantee upon exercise of the Option will not be,
acquired with a view to the public distribution thereof and will not be
transferred or otherwise disposed of except in a transaction registered or
exempt from registration under the Securities Act.
13. Neither of the parties hereto may assign any of its rights or
obligations under this Option Agreement or the Option created hereunder to any
other person, without the express written consent of the other party.
14. Each of Grantee and Issuer will use its best efforts to make all
filings with, and to obtain consents of, all third parties and governmental
authorities necessary to the consummation of the transactions contemplated by
this Agreement, including without limitation making application to list the
shares of Common Stock issuable hereunder on the Nasdaq National Market, or any
other exchange or market upon which the Issuer's securities are traded, upon
official notice of issuance
15. The parties hereto acknowledge that damages would be an inadequate
remedy for a breach of this Agreement by either party hereto and that the
obligations of the parties hereto shall be enforceable by either party hereto
through injunctive or other equitable relief.
16. If any term, provision, covenant or restriction contained in this
Agreement is held by a court or a federal or state regulatory agency of
competent jurisdiction to be invalid, void or unenforceable, the remainder of
the terms, provisions and covenants and restrictions contained in this Agreement
shall remain in full force and effect, and shall in no way be affected, impaired
or invalidated. If for any reason such court or regulatory agency determines
that the Holder is not permitted to acquire, or Issuer is not permitted to
repurchase pursuant to Section 7 or 9, the full number of shares of Common Stock
provided in Section 1(a) hereof (as adjusted pursuant to Section 1(b) or 5
hereof), it is the express intention of Issuer to allow the Holder to acquire or
to allow the Issuer to repurchase such lesser number of shares as may be
permissible, without any amendment or modification hereof.
17. All notices, requests, claims, demands and other communications
hereunder shall be deemed to have been duly given when delivered in person, by
telecopy, or by registered or certified mail (postage prepaid, return receipt
requested) or reputable overnight (two business days for international
deliveries) courier at the respective addresses of the parties set forth in the
Merger Agreement.
18. This 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 principles of conflicts of laws thereof.
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STOCK OPTION AGREEMENT Page 9
19. This Agreement may be executed in two or more counterparts, each of
which shall be deemed to be an original, but all of which shall constitute one
and the same agreement.
20. Except as otherwise expressly provided herein, each of the parties
hereto shall bear and pay all costs and expenses incurred by it or on its behalf
in connection with the transactions contemplated hereunder, including fees and
expenses of its own financial consultants, investment bankers, accountants and
counsel.
21. Except as otherwise expressly provided herein or in the Merger
Agreement, this Agreement contains the entire agreement between the parties with
respect to the transactions contemplated hereunder and supersedes all prior
arrangements or understandings with respect thereof, written or oral. The terms
and conditions of this Agreement shall inure to the benefit of and be binding
upon the parties hereto and their respective successors and permitted assigns.
Nothing in this Agreement, expressed or implied, is intended to confer upon any
party, other than the parties hereto, and their respective successors and
permitted assigns, any rights, remedies, obligations or liabilities under or by
reason of this Agreement, except as expressly provided herein.
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STOCK OPTION AGREEMENT Page 10
IN WITNESS WHEREOF, each of the parties has caused this Agreement to be
executed on its behalf by its officers thereunto duly authorized, all as of the
date first above written.
LERNOUT & HAUSPIE SPEECH PRODUCTS N.V.
By: /s/ Jo Lernout
Name: Jo Lernout
Title: Managing Director
KURZWEIL APPLIED INTELLIGENCE, INC.
By: /s/ Thomas E. Brew, Jr.
Name: Thomas E. Brew, Jr.
Title: President
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STOCK OPTION AGREEMENT Page 11