(INCLUDING ALL DOCUMENTS FILED WITH THE SEC
IN CONNECTION THEREWITH) STOCKHOLDER'S IDENTITY AND OWNERSHIP OF THE SHARES AND
THE NATURE OF STOCKHOLDER'S COMMITMENTS, ARRANGEMENTS AND UNDERSTANDINGS UNDER
THIS AGREEMENT AND THE PROXY.
9.
TERMINATION.
THIS AGREEMENT AND THE PROXY SHALL TERMINATE AND
SHALL HAVE NO FURTHER FORCE OR EFFECT AS OF THE EXPIRATION DATE.
10.
COMPANY COVENANTS.
THE COMPANY AGREES TO MAKE A NOTATION ON ITS
RECORDS AND GIVE INSTRUCTIONS TO ITS TRANSFER AGENT(S) TO NOT PERMIT, DURING THE
TERM OF THIS AGREEMENT, THE TRANSFER OF ANY SHARES.
11.
LEGENDING OF SHARES.
STOCKHOLDER AGREES THAT, IF SO REQUESTED BY
PARENT, CERTIFICATES EVIDENCING THE SHARES SHALL BEAR THE FOLLOWING LEGEND:
THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN
VOTING AND TRANSFER RESTRICTIONS PURSUANT TO THAT CERTAIN VOTING AGREEMENT,
DATED AS OF NOVEMBER 15, 2005, BY AND AMONG NOKIA INC., INTELLISYNC CORPORATION
AND STOCKHOLDER AND AN IRREVOCABLE PROXY, DATED AS OF NOVEMBER 15, 2005, IN
FAVOR OF NOKIA INC.
ANY TRANSFER OF SUCH SHARES OF COMMON STOCK IN VIOLATION OF
THE TERMS AND PROVISIONS OF SUCH VOTING AGREEMENT SHALL BE NULL AND VOID AND
HAVE NO FORCE OR EFFECT WHATSOEVER.
THE COMPANY AGREES, IF SO REQUESTED BY PARENT, TO PLACE (OR TO CAUSE THE
TRANSFER AGENT FOR THE COMPANY TO PLACE) THE ABOVE-REFERENCED LEGEND ON ANY AND
ALL CERTIFICATES EVIDENCING ANY SHARES.
SUBJECT TO THE TERMS OF SECTION 2
HEREOF, STOCKHOLDER AGREES THAT STOCKHOLDER SHALL NOT TRANSFER ANY SHARES (TO
THE EXTENT ANY TRANSFER IS PERMITTED UNDER THIS AGREEMENT) WITHOUT FIRST HAVING
THE AFOREMENTIONED LEGEND AFFIXED TO THE CERTIFICATES REPRESENTING THE SHARES.
5
12.
ACQUISITION PROPOSALS
(A)
NO SOLICITATION.
STOCKHOLDER AGREES THAT IT SHALL NOT, AND THAT
IT SHALL USE ALL REASONABLE EFFORTS TO CAUSE STOCKHOLDER'S EMPLOYEES, AGENTS AND
REPRESENTATIVES (INCLUDING ANY INVESTMENT BANKER, ATTORNEY OR ACCOUNTANT
RETAINED BY STOCKHOLDER) TO NOT (AND SHALL NOT AUTHORIZE OR PERMIT ANY OF THEM
TO), DIRECTLY OR INDIRECTLY: (I) SOLICIT, INITIATE, ENCOURAGE, KNOWINGLY
FACILITATE OR INDUCE ANY INQUIRY WITH RESPECT TO, OR THE MAKING, SUBMISSION OR
ANNOUNCEMENT OF, ANY ACQUISITION PROPOSAL, (II) PARTICIPATE OR ENGAGE IN ANY
DISCUSSIONS OR NEGOTIATIONS REGARDING, OR FURNISH TO ANY PERSON ANY NONPUBLIC
INFORMATION WITH RESPECT TO, OR TAKE ANY OTHER ACTION TO FACILITATE OR ENCOURAGE
ANY INQUIRIES OR THE MAKING OF ANY PROPOSAL THAT CONSTITUTES OR COULD REASONABLY
BE EXPECTED TO LEAD TO, ANY ACQUISITION PROPOSAL, (III) APPROVE, ENDORSE,
RECOMMEND OR MAKE OR AUTHORIZE ANY STATEMENT, RECOMMENDATION OR SOLICITATION IN
SUPPORT OF ANY ACQUISITION PROPOSAL, (IV) WITHDRAW, AMEND OR MODIFY, OR PROPOSE
TO WITHDRAW, AMEND OR MODIFY IN A MANNER ADVERSE TO PARENT ITS RECOMMENDATION IN
FAVOR OF THE ADOPTION OF THE MERGER AGREEMENT OR (V) EXECUTE OR ENTER INTO, OR
PROPOSE TO EXECUTE OR ENTER INTO, ANY LETTER OF INTENT OR SIMILAR DOCUMENT OR
ANY CONTRACT, AGREEMENT OR COMMITMENT CONTEMPLATING OR OTHERWISE RELATING TO ANY
ACQUISITION PROPOSAL OR TRANSACTION CONTEMPLATED THEREBY, EXCEPT IN THE CASE OF
CLAUSES (II), (III), (IV) OR (V) TO THE EXTENT STOCKHOLDER OR HIS EMPLOYEE,
AGENT AND REPRESENTATIVE (INCLUDING