Exhibit
4.4.1


 


EXHIBIT A


 


RIGHT CERTIFICATE

MOSYS, INC.


 


	
  Certificate
  No. R-

  	
  Rights

  



 


NOT
EXERCISABLE AFTER NOVEMBER 10, 2020 OR EARLIER IF REDEMPTION OR EXCHANGE
OCCURS.  THE RIGHTS ARE SUBJECT TO
REDEMPTION AT $0.01 PER RIGHT AND TO EXCHANGE ON THE TERMS SET FORTH IN THE
RIGHTS AGREEMENT.


 


This
certifies that
                                                      ,
or registered assigns, is the registered owner of the number of Rights set
forth above, each of which entitles the owner thereof, subject to the terms,
provisions and conditions of the Rights Agreement, dated as of November 10,
2010 (the “Rights Agreement”), between
MoSys, Inc., a Delaware corporation (the “Company”),
and Wells Fargo Bank, NA (the “Rights Agent”), to purchase from the
Company at any time after the Distribution Date (as such term is defined in the
Rights Agreement) and prior to 5:00 P.M., Santa Clara time, on November 10,
2020 at the principal office of the Rights Agent, or at the office of its
successor as Rights Agent, one one-thousandths of a fully paid non-assessable
share of Series AA Preferred Stock (the “Preferred
Shares”), of the Company, at a purchase price of $48.00 per one
one-thousandth of a Preferred Share (the “Purchase Price”),
upon presentation and surrender of this Right Certificate with the Form of
Election to Purchase duly executed.  The
number of Rights evidenced by this Right Certificate (and the number of one
one-thousandths of a Preferred Share which may be purchased upon exercise
hereof) set forth above, and the Purchase Price set forth above, are the number
and Purchase Price as of the Record Date (as such term is defined in the Rights
Agreement) based on the Preferred Shares as constituted at such date.  As provided in the Rights Agreement, the
Purchase Price and the number of one one-thousandths of a Preferred Share which
may be purchased upon the exercise of the Rights evidenced by this Right
Certificate are subject to modification and adjustment upon the happening of
certain events.


 


This
Right Certificate is subject to all of the terms, provisions and conditions of
the Rights Agreement, which terms, provisions and conditions are hereby
incorporated herein by reference and made a part hereof and to which Rights
Agreement reference is hereby made for a full description of the rights,
limitations of rights, obligations, duties and immunities hereunder of the
Rights Agent, the Company and the holders of the Right Certificates.  Copies of the Rights Agreement are on file at
the principal executive offices of the Company and the above-mentioned offices
of the Rights Agent.


 


This
Right Certificate, with or without other Right Certificates, upon surrender at
the principal office of the Rights Agent, may be exchanged for another Right
Certificate or Right Certificates of like tenor and date evidencing Rights
entitling the holder to purchase a like aggregate number of Preferred Shares as
the Rights evidenced by the Right Certificate or Right Certificates surrendered
shall have entitled such holder to purchase. 
If this Right Certificate 


 

















 


shall
be exercised in part, the holder shall be entitled to receive upon surrender
hereof another Right Certificate or Right Certificates for the number of whole
Rights not exercised.


 


Subject
to the provisions of the Rights Agreement, the Rights evidenced by this
Certificate (i) may be redeemed by the Company at a redemption price of
$0.01 per Right or (ii) may be exchanged in whole or in part for Preferred
Shares or shares of the Company’s Common Stock, $0.01 par value per share.


 


The
Company shall not be required to issue fractions of Preferred Shares (other
than fractions which are integral multiples of one one-thousandth of a
Preferred Share) upon exercise of the Rights. Fractions of Preferred Shares in
integral multiples of one one-thousandth of a Preferred Share may, at the
election of the Company, be evidenced by depositary receipts, pursuant to an
appropriate agreement between the Company and a depositary selected by it.  In lieu of fractional Preferred Shares that
are not integral multiples of one one-thousandth of a Preferred Share, the
Company shall pay to the registered holders of Right Certificates at the time
such Rights are exercised as herein provided an amount in cash equal to the
same fraction of the current market value of one Preferred Share, as provided
in the Rights Agreement.


 


No
holder of this Right Certificate shall be entitled to vote, receive dividends
or be deemed for any purpose the holder of the Preferred Shares or of any other
securities of the Company which may at any time be issuable on the exercise
hereof, nor shall anything contained in the Rights Agreement or herein be
construed to confer upon the holder hereof, as such, any of the rights of a
stockholder of the Company or any right to vote for the election of directors
or upon any matter submitted to stockholders at any meeting thereof, or to give
or withhold consent to any corporate action, or to receive notice of meetings
or other actions affecting stockholders (except as provided in the Rights Agreement),
or to receive dividends or subscription rights, or otherwise, until the Right
or Rights evidenced by this Right Certificate shall have been exercised as
provided in the Rights Agreement.


 


This
Right Certificate shall not be valid or obligatory for any purpose until it
shall have been countersigned by the Rights Agent.


 


WITNESS
the facsimile signature of the proper officers of the Company and its corporate
seal.  Dated as of
                    
    , 20    .


 


	
  ATTEST:

  	
   

  	
  MOSYS, INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
   

  
	
   

  	
   

  	
   

  
	
  Countersigned:

  	
   

  	
   

  
	
  [                                                ]

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By

  	
   

  	
   

  	
   

  
	
  Authorized
  Signature

  	
   

  	
   

  



 


A-2

















 


Form of Reverse Side of Right Certificate


 


FORM OF ASSIGNMENT


 


(To be executed by the registered holder if such 

holder desires to transfer the Right Certificate.)


 


FOR
VALUE RECEIVED


hereby sells, assigns and transfers unto


 


	
   

  
	
  (Please
  print name and address of transferee)

  



 


this Right Certificate, together with all
right, title and interest therein, and does hereby irrevocably constitute and
appoint
                                        
Attorney, to transfer the within Right Certificate on the books of the
within-named Company, with full power of substitution.


 


Dated: 
                        ,
20    .


	
   

  	
   

  
	
   

  	
  Signature

  



 


Signature
Medallion Guaranteed:


 


Signatures
must be guaranteed by a member firm of a registered national securities
exchange, a member of the Financial Industry Regulatory Authority, or a
commercial bank or trust company having an office or correspondent in the
United States.


 


The
undersigned hereby certifies that the Rights evidenced by this Right
Certificate are not beneficially owned by an Acquiring Person or an Affiliate
or Associate thereof (as defined in the Rights Agreement).


 


	
   

  	
   

  
	
   

  	
  Signature

  



 


A-3

















 


Form of Reverse Side of Right Certificate — continued


 


FORM OF ELECTION TO PURCHASE


 


(To be executed by the registered holder if such 

holder desires to transfer the Right Certificate.)


 


To
MOSYS, INC.:


 


The
undersigned hereby irrevocably elects to exercise
                              
Rights represented by this Right Certificate to purchase the Preferred Shares
issuable upon the exercise of such Rights and requests that certificates for
such Preferred Shares be issued in the name of:


 


Please
insert social security or other identifying number


 


	
   

  
	
  (Please
  print name and address)

  



 


If
such number of Rights shall not be all the Rights evidenced by this Right
Certificate, a new Right Certificate for the balance remaining of such Rights
shall be registered in the name of and delivered to:


 


Please
insert social security or other identifying number


 


	
   

  
	
  (Please
  print name and address)

  



 


Dated: 
                        ,
        .


 


	
   

  	
   

  
	
   

  	
  Signature

  



 


Signature
Medallion Guaranteed:


 


Signatures
must be guaranteed by a member firm of a registered national securities
exchange, a member of the Financial Industry Regulatory Authority, or a
commercial bank or trust company having an office or correspondent in the
United States.


 


The
undersigned hereby certifies that the rights evidenced by this Right
Certificate are not beneficially owned by an Acquiring Person or an Affiliate
or Associate thereof (as defined in the Rights Agreement).


 


	
   

  	
   

  
	
   

  	
  Signature

  



 


A-4

















 


NOTICE


 


The
signature in the foregoing Forms of Assignment and Election must conform to the
name as written upon the face of this Right Certificate in every particular,
without alteration or enlargement or any change whatsoever.


 


In
the event the certification set forth above in the Form of Assignment or
the Form of Election to Purchase, as the case may be, is not completed,
the Company and the Rights Agent will deem the beneficial owner of the Rights
evidenced by this Right Certificate to be an Acquiring Person or an Affiliate
or Associate thereof (as defined in the Rights Agreement) and such Assignment
or Election to Purchase will not be honored.


 


A-5