Exhibit 4.4.2


 


EXHIBIT B


 


SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES


 


Each right entitles the
registered holder to purchase one one-thousandth of a share of Series AA
preferred stock, $0.01 par value per share, or the preferred shares, of MoSys, Inc.
at a price of $48.00 per one one-thousandth of a preferred share, subject to
adjustment.


 


The rights will not be
exercisable until the distribution date, which is defined as the date that is
the earlier of -


 


·                  10 days
after a public announcement that a person or group of affiliated or associated
persons have acquired beneficial ownership of 15% or more of the outstanding
shares of our common stock, other than a person or such a group that obtains
the prior written approval of the board of directors, or holders of “grandfathered
stock” as defined below, or


 


·                  10 business
days, or such later date as may be determined by action of the board of
directors prior to such time as any person acquires beneficial ownership of 15%
or more of the outstanding shares of our common stock after the commencement
of, or announcement of an intention to make, a tender offer or exchange offer
the consummation of which would result in the beneficial ownership by a person
or group of 15% or more of such outstanding shares of common stock, unless our
board of directors has approved the offer.


 


A person who, together with
any affiliates and associates of that person, beneficially owns 15% or more of
the outstanding shares of our common stock, subject to certain exceptions, is
referred to as an “acquiring person” in the rights agreement.


 


Holders of “grandfathered
stock” are subject to higher ownership thresholds prior to being deemed an
acquiring person or triggering a distribution date through their ownership of
shares of our common stock.  “Grandfathered
stock” refers to stock held by Carl E. Berg, his affiliates and associates,
heirs, legatees, personal representatives, any trusts formed for his benefit
and members of his immediate family as well as their respective affiliates and
associates.  The beneficial ownership
threshold for a holder of grandfathered stock is 20%, rather than 15% as set
forth above, for purposes of being deemed an “acquiring person” and triggering
a distribution date through beneficial ownership of our common stock.  Under the rights agreement, the firm of
Ingalls & Snyder, or I&S, and its managed account beneficial
owners collectively are not deemed to be an acquiring person as long as none of
their shares are held for the purpose of acquiring control or effecting change
or influence in control of MoSys, Inc. 
This exclusion applies only to shares of common stock for which there is
only shared dispositive power and I&S has only non-discretionary voting
power.


 


The rights agreement
provides that, until the distribution date, the rights will be transferred with
and only with the shares of common stock. 
Until the distribution date or earlier redemption or expiration of the
rights, new common stock certificates issued after the record date, upon
transfer or new issuance of shares of common stock, will contain a notation
incorporating the rights agreement by reference.  Until the distribution date or earlier
redemption or expiration of the rights, the surrender for transfer of any
certificates for shares of common stock outstanding as of the record date, even
without such notation, will also constitute the transfer of the rights
associated with the shares of common stock represented by such certificate.  As soon as practicable following the
distribution date, separate certificates evidencing the rights will be mailed
to holders of record of the shares of common stock as of the close of business
on the distribution date, and such separate right certificates alone will evidence
the rights.


 

















 


The rights will expire on November 10,
2020, unless the rights are earlier redeemed or exchanged by us, in each case
as described below.


 


Following the distribution
date, and until one of the further events described below, holders of the
rights will be entitled to receive, upon exercise and the payment of the
purchase price, one one-thousandth of a preferred share.


 


In the event that any person
or group of affiliated or associated persons becomes an acquiring person, each
holder of a right will thereafter have the right to receive upon exercise of
the right, in lieu of one one-thousandth of a preferred share, that number of
shares of our common stock having a market value of two times the exercise
price of the right.  In the event that there
are insufficient authorized shares of common stock, we may substitute
consideration such as cash, property, or other securities of our company.  Rights beneficially owned by an acquiring
person (and its affiliates, associates and certain persons to whom it transfers
shares of our common stock) will automatically become void.


 


If, following the date on
which any person or group of affiliated or associated persons becomes an
acquiring person, we are acquired in a merger or other business combination
transaction or 50% or more of its consolidated assets or earning power are
sold, each holder of a right will thereafter have the right to receive upon the
exercise of the right, in lieu of one one-thousandth of a preferred share, that
number of shares of common stock of the acquiring company (or an affiliate of
the acquiring company under certain circumstances) which at the time of such
transaction will have a market value of two times the exercise price of the
right.  The acquiring person shall also
assume our obligations under the rights agreement.


 


At any time after the
acquisition by a person or group of affiliated or associated persons of
beneficial ownership of 15% or more of the outstanding shares of common stock
and prior to the acquisition by such person or group of 50% or more of the
outstanding shares of common stock, our board of directors may exchange the
rights, other than rights owned by such person or group which have become void,
in whole or in part, at an exchange ratio of one share of common stock, or one
one-thousandth of a preferred share per right, subject to adjustment.


 


At any time before a person
becomes an acquiring person, our board of directors may redeem the rights in
whole, but not in part, at a price of $0.01 per right.  After the redemption period has expired, our
rights of redemption may be reinstated if, prior to completion of certain
recapitalizations, mergers or other business combinations, an acquiring person
reduces its beneficial ownership to less than 10% of the outstanding shares of
common stock in a transaction or series of transactions not involving us.  The redemption of the rights may be made
effective at such time, on such basis and with such conditions as the board of
directors in its sole discretion may establish. 
Immediately upon any redemption of the rights, the right to exercise the
rights will terminate and the only right of the holders of rights will be to
receive the redemption price.


 


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The purchase price payable,
and the number of preferred shares or other securities or property issuable,
upon exercise of the rights are subject to adjustment from time to time in
connection with dilutive issuances. With certain exceptions, no adjustment in
the purchase price will be required until cumulative adjustments require an
adjustment of at least 1% in such purchase price.


 


No fractional preferred
shares will be issued, other than fractions which are integral multiples of one
one-thousandth of a preferred share, which may, at our election, be evidenced
by depository receipts.  In lieu of the
issuance of fractional shares, an adjustment in cash will be made based on the
market price of the preferred shares on the last trading day prior to the date
of exercise.


 


Until a right is exercised,
the holder of a right will not, by reason of being such a holder, have rights
as a stockholder of our company, including, without limitation, the right to
vote or to receive dividends.  While the
distribution of the rights will not be taxable to our stockholders,
stockholders may, depending on the circumstances, recognize taxable income if
the rights become exercisable or upon the commencement of certain events
thereafter.


 


The terms of the rights may
be amended by our board of directors without the consent of the holders of the
rights, including an amendment to lower certain thresholds described above to
not less than the greater of any percentage greater than the largest percentage
of the outstanding shares of common stock then known to us to be beneficially
owned by any person or group of affiliated or associated persons, unless such
person or group is excluded from the effect of such reduction, and 10%, except
that from and after such time as any person becomes an acquiring person no such
amendment may adversely affect the interests of the holders of the rights.


 


Preferred shares purchasable
upon exercise of the rights shall have the following rights and preferences:


 


·                  Preferred shares will not be redeemable.


 


·                  Each one one-thousandth of a preferred share
will be entitled to a minimum preferential dividend payment equal to the
dividend declared on each share of common stock.


 


·                  In the event of liquidation, the holders of
the preferred shares will be entitled to a preferential liquidation payment per
each one-thousandth of a preferred share equal to the greater of (1) the
payment made per share of common stock and (2) $0.048, plus accrued and
unpaid dividends.


 


·                  Each one one-thousandth of a preferred share
will have one vote, voting together with the common stock.


 


·                  In the event of any merger, consolidation or
other transaction in which shares of common stock are exchanged, each one
one-thousandth of a preferred share will be entitled to receive an amount equal
to the amount received per share of common stock.


 


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·                  The rights of the preferred shares will be
protected by customary antidilution provisions.


 


Because of the nature of the
preferred shares’ dividend, liquidation and voting rights, the value of the one
one-thousandth interest in a preferred share purchasable upon exercise of each
right should approximate the value of one share of common stock.


 


The rights approved by the
board of directors are designed to protect and maximize the value of our
outstanding equity interests in the event of an unsolicited attempt by an
acquiror to take over our company, in a manner or on terms not approved by the
board of directors.  Takeover attempts
frequently include coercive tactics to deprive our board of directors and our
stockholders of any real opportunity to determine the our destiny.  The rights have been declared by the board of
directors in order to deter such tactics, including a gradual accumulation of
shares in the open market of a 15% or greater position to be followed by a
merger or a partial or two-tier tender offer that does not treat all
stockholders equally.  These tactics
unfairly pressure stockholders, squeeze them out of their investment without
giving them any real choice and deprive them of the full value of their shares.


 


The rights are not intended
to prevent a takeover of our company and will not do so.  We may redeem the rights at $0.01 per right
within ten days after the accumulation of 15% or more of our shares by a single
acquiror or group.  Accordingly, the
rights should not interfere with any merger or business combination approved by
our board of directors.


 


Issuance of the rights does
not in any way weaken our financial strength or interfere with our business
plans.  The issuance of the rights
themselves has no dilutive effect, will not affect reported earnings per share,
should not be taxable to us or to our stockholders, and will not change the way
in which our shares are presently traded. 
Our board of directors believes that the rights represent a sound and
reasonable means of addressing circumstances that might arise in the event of
an attempted takeover of MoSys, Inc.


 


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