Computervision International Corp. - Page 23

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               as shipments for revenue.  CV will give Sun written                    
               notice of the date of the first shipment of such First                 
               Generation RWC for revenue within 30 days after such                   
               shipment.                                                              
                    *      *      *      *      *      *      *                       
                                      ANNEX II                                        
                      10,000 Shares Series F/G Preferred Stock                        
                    *      *      *      *      *      *      *                       
                          Preferred Stock Purchase Warrant                            
                    SUN MICROSYSTEMS, INC. ("Sun"), a California                      
          corporation, hereby certifies that, for value received,                     
          COMPUTERVISION CORPORATION ("CV"), or permitted assigns, is                 
          entitled, subject to the terms set forth below, to purchase from            
          Sun at any time or from time to time after the Initial Exercise             
          Date and before * * * the Expiration Date, 10,000 fully paid and            
          nonassessable shares of Series F/G Preferred Stock of Sun, at the           
          purchase price per share of [$120/150] * * *  The number and                
          character of such shares of Preferred Stock and the purchase                
          price per share are subject to adjustment as provided herein.               
                    This Warrant is one of the Preferred Stock Purchase               
               Warrants (the "Warrants") issued in connection with an                 
               Agreement Relating to Investments by Computervision                    
               Corporation in Sun Microsystems, Inc. dated November                   
               21, 1983, (the "Investment Agreement").  The Warrants                  
               evidence rights to purchase an aggregate of 10,000                     
               shares of Series F Preferred Stock and 10,000 shares of                
               Series G Preferred Stock of Sun * * *                                  
               CV had not invested in a supplier prior to the transaction             
          with Sun described above.  CV did not make a practice of                    
          investing in its suppliers and did not view the warrants as an              
          investment in Sun.                                                          
               The linking of CV’s ability to exercise the warrants to the            
          dollar volume of business CV transacted with Sun served as an               







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Last modified: May 25, 2011