Voting And Exchange Trust Agreement

VOTING AND EXCHANGE TRUST AGREEMENT


MEMORANDUM OF AGREEMENT made as of the 15th day of June, 1995.


BETWEEN:
SILICON GRAPHICS, INC.,
a corporation subsisting under the laws
of the State of Delaware,


(hereinafter referred to as the "Parent"),


OF THE FIRST PART,


-and-


SILICON GRAPHICS CANADA LIMITED,
a corporation subsisting under the laws
of the Province of Ontario,


(hereinafter referred to as the "Corporation"),


OF THE SECOND PART,


-and-


SILICON GRAPHICS MANUFACTURING S.A.
a corporation subsisting under the laws
of Switzerland,


(hereinafter referred to as "Swissco"),


OF THE THIRD PART,


-and-


MONTREAL TRUST COMPANY OF CANADA,
a trust company incorporated under the
laws of Canada,


(hereinafter referred to as the "Trustee"),


OF THE FOURTH PART.


WHEREAS pursuant to an agreement and plan of acquisition and arrangement dated as of February 6, 1995, by and among the Parent, Alias Research Inc. ("Alias"), Swissco and 1103707 Ontario Inc. (such agreement, as amended, is hereinafter referred to as the "Combination Agreement"), the parties agreed that on the Effective Date (as such term is defined in the Combination Agreement), the Parent, Swissco, the Corporation and a Canadian trust company would execute and deliver a Voting and Exchange Trust Agreement containing the terms and conditions set forth in Exhibit D to the Combination Agreement together with such other terms and conditions as may be agreed to by the parties to the Combination Agreement acting reasonably;


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AND WHEREAS pursuant to the arrangement effected by articles of arrangement dated June 15, 1995 (the "Arrangement") filed pursuant to the BUSINESS CORPORATIONS ACT (Ontario), Alias, Silicon Graphics Canada, Inc. and 1103707 Ontario Inc. amalgamated to continue as the Corporation;


AND WHEREAS pursuant to the Arrangement and immediately following the above-mentioned amalgamation each issued and outstanding unit consisting of one Class E voting preferred share of the Corporation and one Class F voting preferred share of the Corporation, other than those held by the Parent, Swissco and affiliates of the Parent, was exchanged by the holder thereof with Swissco for 0.90 issued and outstanding shares of Common Stock of the Parent (the "Parent Common Shares") and each issued and outstanding Class B non-voting common share of the Corporation was converted into 0.90 issued and outstanding Exchangeable Non-Voting Shares of the Corporation (the "Exchangeable Shares");


AND WHEREAS the above-mentioned articles of arrangement set forth the rights, privileges, restrictions and conditions (collectively the "Exchangeable Share Provisions") attaching to the Exchangeable Shares;


AND WHEREAS Swissco is the registered and beneficial owner of all of the issued and outstanding Class A voting common shares of the Corporation, Class E voting preferred shares of the Corporation and Class F voting preferred shares of the Corporation, Swissco is a subsidiary of the Parent, and the Parent is the registered and beneficial owner of all of the issued and outstanding Class C voting preferred shares of the Corporation;


AND WHEREAS pursuant to the Arrangement and the terms and conditions of the Exchangeable Shares the Parent is to provide voting rights in the Parent to each holder (other than the Parent, its subsidiaries and Affiliates) from time to time of Exchangeable Shares, such voting rights per Exchangeable Share to be equivalent to the voting rights per Parent Common Share;


AND WHEREAS pursuant to the Arrangement and the terms and conditions of the Exchangeable Shares Swissco is to grant to and in favour of the holders (other than the Parent, its subsidiaries and Affiliates) from time to time of Exchangeable Shares the right, in the circumstances set forth herein, to require Swissco to purchase from each such holder all or any part of the Exchangeable Shares held by the holder;


AND WHEREAS the parties desire to make appropriate provision and to establish a procedure whereby voting rights in the Parent shall be exercisable by holders (other than the Parent, its subsidiaries and Affiliates) from time to time of Exchangeable Shares by and through the Trustee, which will hold legal title to one share of Parent Series E Preferred Stock to which voting rights attach for the benefit of such holders, and whereby the right to require Swissco to purchase Exchangeable Shares from the holders thereof (other than the Parent, its subsidiaries and Affiliates) shall be exercisable by such holders from time to time of Exchangeable Shares by and through the Trustee, which will hold legal title to such right for the benefit of such holders;


AND WHEREAS these recitals and any statements of fact in this trust agreement are made by the Parent, Swissco and the Corporation and not by the Trustee;


Now THEREFORE in consideration of the respective covenants and agreements provided in this trust agreement and for other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the parties agree as follows:


ARTICLE 1
DEFINITIONS AND INTERPRETATION


1.1 DEFINITIONS. In this trust agreement, the following terms shall have the following meanings:


"AFFILIATE" of any person means any other person directly or
indirectly controlled by, or under common control of, that person. For
the purposes of this definition, "control" (including, with correlative


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meanings, the terms "controlled by" and "under common control of"), as
applied to any person, means the possession by another person, directly or
indirectly, of the power to direct or cause the direction of the management
and policies of that first mentioned person, whether through the ownership
of voting securities, by contract or otherwise.


"AUTOMATIC EXCHANGE RIGHTS" means the benefit of the obligation of
Swissco to effect the automatic exchange of Parent Common Shares for
Exchangeable Shares pursuant to section 5.12.


"BENEFICIARIES" means the registered holders from time to time of
Exchangeable Shares, other than the Parent, its subsidiaries and
Affiliates.


"BENEFICIARY VOTES" has the meaning ascribed thereto in section 4.2.


"BOARD OF DIRECTORS" means the Board of Directors of the
Corporation.


"BUSINESS DAY" means a day other than a Saturday, Sunday or a day
when banks are not open for business in either or both of San Francisco,
California or Toronto, Ontario.


"CANADIAN DOLLAR EQUIVALENT" means in respect of an amount expressed
in a foreign currency (the "Foreign Currency Amount") at any date the
product obtained by multiplying (a) the Foreign Currency Amount by (b)
the noon spot exchange rate on such date for such foreign currency
expressed in Canadian dollars as reported by the Bank of Canada or, in
the event such spot exchange rate is not available, such exchange rate on
such date for such foreign currency expressed in Canadian dollars as may
be deemed by the Board of Directors to be appropriate for such purpose.


"CURRENT MARKET PRICE" means, in respect of a Parent Common Share on
any date, the Canadian Dollar Equivalent of the average of the closing
prices of Parent Common Shares on the New York Stock Exchange on each of
the thirty (30) consecutive trading days ending not more than five
trading days before such date, or, if the Parent Common Shares are not
then quoted on the New York Stock Exchange, on such other stock exchange
or automated quotation system on which the Parent Common Shares are
listed or quoted, as the case may be, as may be selected by the Board of
Directors for such purpose; provided, however, that if there is no public
distribution or trading activity of Parent Common Shares during such
period then the Current Market Price of a Parent Common Share shall be
determined by the Board of Directors based upon the advice of such
qualified independent financial advisors as the Board of Directors may
deem to be appropriate, and provided further that any such selection,
opinion or determination by the Board of Directors shall be conclusive
and binding.


"EXCHANGE RIGHT" has the meaning ascribed thereto in Section 5.1.


"INSOLVENCY EVENT" means the institution by the Corporation of any
proceeding to be adjudicated a bankrupt or insolvent or to be dissolved
or wound up, or the consent of the Corporation to the institution of
bankruptcy, insolvency, dissolution or winding up proceedings against it,
or the filing of a petition, answer or consent seeking dissolution or
winding up under any bankruptcy, insolvency or analogous laws, including
without limitation the Companies Creditors' Arrangement Act (Canada) and
the Bankruptcy and Insolvency Act (Canada), and the failure by the
Corporation to contest in good faith any such proceedings commenced in
respect of the Corporation within 15 days of becoming aware thereof, or
the consent by the Corporation to the filing of any such petition or to
the appointment of a receiver, or the making by the Corporation of a
general assignment for the benefit of creditors, or the admission in
writing by the Corporation of its inability to pay its debts generally as
they become due, or the Corporation not being permitted, pursuant to
solvency requirements of applicable law, to redeem any Retracted Shares
pursuant to Section 6.6 of the Exchangeable Share Provisions.


"LIQUIDATION CALL RIGHT" has the meaning ascribed thereto in the
Plan of Arrangement.


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"LIQUIDATION EVENT" has the meaning ascribed thereto in section
5.13(b).


"LIQUIDATION EVENT EFFECTIVE DATE" has the meaning ascribed thereto
in section 5.13(c).


"LIST" has the meaning ascribed thereto in section 4.6.


"OFFICER'S CERTIFICATE" means, with respect to the Parent, Swissco
or the Corporation, as the case may be, a certificate signed by any one
of the Chairman of the Board, the Vice-Chairman of the Board, the
President, any Vice-President or any other senior officer of the Parent,
Swissco or the Corporation, as the case may be.


"PARENT CONSENT" has the meaning ascribed thereto in section 4.2.


"PARENT MEETING" has the meaning ascribed thereto in section 4.2.


"PARENT SUCCESSOR" has the meaning ascribed thereto in section
11.1(a).


"PERSON" includes an individual, partnership, corporation, company,
unincorporated syndicate or organization, trust, trustee, executor,
administrator and other legal representative.


"PLAN OF ARRANGEMENT" means the plan of arrangement of Alias
Research Inc. providing for the Arrangement.


"REDEMPTION CALL RIGHT" has the meaning ascribed thereto in the Plan
of Arrangement.


"RETRACTED SHARES" has the meaning ascribed thereto in section 5.7.


"RETRACTION CALL RIGHT" has the meaning ascribed thereto in the
Exchangeable Share Provisions.


"SUPPORT AGREEMENT" means that certain support agreement made as of
even date hereof between the Corporation, Swissco and the Parent.


"TRUST" means the trust created by this agreement.


"TRUST ESTATE" means the Voting Share, any other securities, the
Exchange Right, the Automatic Exchange Rights and any money or other
property which may be held by the Trustee from time to time pursuant to
this trust agreement.


"TRUSTEE" means Montreal Trust Company of Canada and, subject to the
provisions of Article 10, includes any successor trustee.


"VOTING RIGHTS" means the voting rights attached to the Voting
Share.


"VOTING SHARE" means the one share of Parent Series E Preferred
Stock, U.S.$0.001 par value, issued by the Parent to and deposited with
the Trustee, which entitles the holder of record to a number of votes at
meetings of holders of Parent Common Shares equal to that number of votes
that the holders of the Exchangeable Shares outstanding from time to time
other than Exchangeable Shares held by the Parent, its subsidiaries and
Affiliates would be entitled to if such Exchangeable Shares were
exchanged for Parent Common Shares.


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1.2 INTERPRETATION NOT AFFECTED BY HEADINGS, ETC. The division of this trust agreement into articles, sections and paragraphs and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this trust agreement.


1.3 NUMBER, GENDER, ETC. Words importing the singular number only shall include the plural and vice versa. Words importing the use of any gender shall include all genders.


1.4 DATE FOR ANY ACTION. If any date on which any action is required to be taken under this trust agreement is not a Business Day, such action shall be required to be taken on the next succeeding Business Day.


ARTICLE 2


PURPOSE OF AGREEMENT


2.1 ESTABLISHMENT OF TRUST. The purpose of this trust agreement is to create the Trust for the benefit of the Beneficiaries, as herein provided. The Trustee will hold the Voting Share in order to enable the Trustee to exercise the Voting Rights and will hold the Exchange Right and the Automatic Exchange Rights in order to enable the Trustee to exercise such rights, in each case as trustee for and on behalf of the Beneficiaries as provided in this trust agreement.


ARTICLE 3


VOTING SHARE


3.1 ISSUE AND OWNERSHIP OF THE VOTING SHARE. The Parent hereby issues to and deposits with the Trustee the Voting Share to be hereafter held of record by the Trustee as trustee for and on behalf of, and for the use and benefit of, the Beneficiaries and in accordance with the provisions of this trust agreement. During the term of the Trust and subject to the terms and conditions of this trust agreement, the Trustee shall possess and be vested with full legal ownership of the Voting Share and shall be entitled to exercise all of the rights and powers of an owner with respect to the Voting Share, provided that the Trustee shall:


(a) hold the Voting Share and the legal title thereto as trustee
solely for the use and benefit of the Beneficiaries in accordance with
the provisions of this trust agreement; and


(b) except as specifically authorized by this trust agreement, have
no power or authority to sell, transfer, vote or otherwise deal in or
with the Voting Share and the Voting Share shall not be used or disposed
of by the Trustee for any purpose other than the purposes for which this
Trust is created pursuant to this trust agreement.


3.2 LEGENDED SHARE CERTIFICATES. The Corporation will cause each certificate representing Exchangeable Shares to bear an appropriate legend notifying the Beneficiaries of their right to instruct the Trustee with respect to the exercise of the Beneficiary Votes.


3.3 SAFE KEEPING OF CERTIFICATE. The certificate representing the Voting Share shall at all times be held in safe keeping by the Trustee.


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ARTICLE 4


EXERCISE OF VOTING SHARE


4.1 VOTING SHARE. The Trustee, as the holder of record of the Voting Share, shall be entitled to all of the Voting Rights, including the right to consent to or to vote in person or by proxy the Voting Share, on any matter, question or proposition whatsoever that may properly come before the shareholders of the Parent at a Parent Meeting or in connection with a Parent Consent (in each case, as hereinafter defined). The Voting Rights shall be and remain vested in and exercised by the Trustee. Subject to section 7.15 hereof, the Trustee shall exercise the Voting Rights only:


(a) on the basis of instructions received pursuant to this Article 4
from Beneficiaries entitled to instruct the Trustee as to the voting
thereof at the time at which the Parent Consent is effective or the
Parent Meeting is held; or


(b) to the extent that no instructions are received from a
Beneficiary with respect to the Voting Rights to which such Beneficiary
is entitled, the Trustee shall not exercise or permit the exercise of
such Voting Rights.


4.2 NUMBER OF VOTES. With respect to all meetings of shareholders of the Parent at which holders of Parent Common Shares are entitled to vote (a "Parent Meeting") and with respect to all written consents sought by the Parent from its shareholders including the holders of Parent Common Shares (a "Parent Consent"), each Beneficiary shall be entitled to instruct the Trustee to cast and exercise one of the votes comprised in the Voting Rights for each Exchangeable Share owned of record by such Beneficiary on the record date established by the Parent or by applicable law for such Parent Meeting or Parent Consent, as the case may be (the "Beneficiary Votes") in respect of each matter, question or proposition to be voted on at such Parent Meeting or to be consented to in connection with such Parent Consent.


4.3 MAILINGS TO SHAREHOLDERS. With respect to each Parent Meeting and Parent Consent, the Trustee will mail or cause to be mailed (or otherwise communicate in the same manner as the Parent utilizes in communications to holders of Parent Common Shares) to each of the Beneficiaries named in the List on the same day as the initial mailing or notice (or other communication) with respect thereto is given by the Parent to its shareholders:


(a) a copy of such notice, together with any related materials to be
provided to shareholders of the Parent;


(b) a statement that such Beneficiary is entitled to instruct the
Trustee as to the exercise of the Beneficiary Votes with respect to such
Parent Meeting or Parent Consent, as the case may be, or, pursuant to
section 4.7, to attend such Parent Meeting and to exercise personally the
Beneficiary Votes thereat;


(c) a statement as to the manner in which such instructions may be
given to the Trustee, including an express indication that instructions
may be given to the Trustee to give:


(i) a proxy to such Beneficiary or his designee to exercise
personally the Beneficiary Votes; or


(ii) a proxy to a designated agent or other representative of
the management of the Parent to exercise such Beneficiary Votes;


(d) a statement that if no such instructions are received from the
Beneficiary, the Beneficiary Votes to which such Beneficiary is entitled
will not be exercised;


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(e) a form of direction whereby the Beneficiary may so direct and
instruct the Trustee as contemplated herein; and


(f) a statement of the time and date by which such instructions must
be received by the Trustee in order to be binding upon it, which in the
case of a Parent Meeting shall not be earlier than the close of business
on the second Business Day prior to such meeting, and of the method for
revoking or amending such instructions.


For the purpose of determining the Beneficiary Votes to which a Beneficiary is entitled in respect of any such Parent Meeting or Parent Consent, the number of Exchangeable Shares owned of record by the Beneficiary shall be determined at the close of business on the record date established by the Parent or by applicable law for purposes of determining shareholders entitled to vote at such Parent Meeting or to give written consent in connection with such Parent Consent. The Parent will notify the Trustee of any decision of the Board of Directors of the Parent with respect to the calling of any such Parent Meeting or the seeking of any such Parent Consent and shall provide all necessary information and materials to the Trustee in each case promptly and in any event in sufficient time to enable the Trustee to perform its obligations contemplated by this section 4.3.


4.4 COPIES OF SHAREHOLDER INFORMATION. The Parent will deliver to the Trustee copies of all proxy materials, (including notices of Parent Meetings but excluding proxies to vote Parent Common Shares), information statements, reports (including without limitation all interim and annual financial statements) and other written communications that are to be distributed from time to time to holders of Parent Common Shares in sufficient quantities and in sufficient time so as to enable the Trustee to send or cause to be sent those materials to each Beneficiary at the same time as such materials are first sent to holders of Parent Common Shares. The Trustee will mail or otherwise send to each Beneficiary, at the expense of the Parent, copies of all such materials (and all materials specifically directed to the Beneficiaries or to the Trustee for the benefit of the Beneficiaries by the Parent) received by the Trustee from the Parent at the same time as such materials are first sent to holders of Parent Common Shares. The Trustee will also make available for inspection by any Beneficiary at the Trustee's principal corporate trust office in the city of Toronto all proxy materials, information statements, reports and other written communications that are:


(a) received by the Trustee as the registered holder of the Voting
Share and made available by the Parent to the holders of Parent Common
Shares; or


(b) specifically directed to the Beneficiaries or to the Trustee for
the benefit of the Beneficiaries by the Parent.


4.5 OTHER MATERIALS. Immediately after receipt by the Parent or any shareholder of the Parent of any material sent or given to the holders of Parent Common Shares by or on behalf of a third party, including without limitation dissident proxy and information circulars (and related information and material) and tender and exchange offer circulars (and related information and material), the Parent shall use its best efforts to obtain and deliver to the Trustee copies thereof in sufficient quantities so as to enable the Trustee to forward such material (unless the same has been provided directly to Beneficiaries by such third party) to each Beneficiary as soon as possible thereafter. As soon as practicable after receipt thereof, the Trustee will mail or otherwise send to each Beneficiary, at the expense of the Parent, copies of all such materials received by theTrustee from the Parent. The Trustee will also make available for inspection by any Beneficiary at the Trustee'sprincipal corporate trust office in the city of Toronto copies of all such materials.


4.6 LIST OF PERSONS ENTITLED TO VOTE. The Corporation shall, (a) prior to each annual, general and special Parent Meeting or the seeking of any Parent Consent and (b) forthwith upon each request made at any time by the Trustee in writing, prepare or cause to be prepared a list (a "List") of the names and addresses of the Beneficiaries arranged in alphabetical order and showing the number of Exchangeable Shares held of record by each such Beneficiary, in each case at the close of business on the date specified by the Trustee in such request or, in the case of a List prepared in connection with a Parent Meeting or a Parent Consent, at the close of business on the


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record date established by the Parent or pursuant to applicable law for determining the holders of Parent Common Shares entitled to receive notice of and/or to vote at such Parent Meeting or to give consent in connection with such Parent Consent. Each such List shall be delivered to the Trustee promptly after receipt by the Corporation of such request or the record date for such meeting or seeking of consent, as the case may be, and in any event within sufficient time as to enable the Trustee to perform its obligations under this Agreement. The Parent agrees to give the Corporation notice (with a copy to the Trustee) of the calling of any Parent Meeting or the seeking of any Parent Consent, together with the record dates therefor, sufficiently prior to the date of the calling of such meeting or seeking of such consent so as to enable the Corporation to perform its obligations under this section 4.6.


4.7 ENTITLEMENT TO DIRECT VOTES. Any Beneficiary named in a List prepared in connection with any Parent Meeting or any Parent Consent will be entitled (a) to instruct the Trustee in the manner described in section 4.3 with respect to the exercise of the Beneficiary Votes to which such Beneficiary is entitled or (b) to attend such meeting and personally to exercise thereat (or to exercise with respect to any written consent), as the proxy of the Trustee, the Beneficiary Votes to which such Beneficiary is entitled except, in each case, to the extent that such Beneficiary has transferred the ownership of any Exchangeable Shares in respect of which such Beneficiary is entitled to Beneficiary Votes after the close of business on the record date for such meeting or seeking of consent.


4.8 VOTING BY TRUSTEE, AND ATTENDANCE OF TRUSTEE REPRESENTATIVE, AT MEETING.


(a) In connection with each Parent Meeting and Parent Consent, the
Trustee shall exercise, either in person or by proxy, in accordance with
the instructions received from a Beneficiary pursuant to section 4.3, the
Beneficiary Votes as to which such Beneficiary is entitled to direct the
vote (or any lesser number thereof as may be set forth in the
instructions); provided, however, that such written instructions are
received by the Trustee from the Beneficiary prior to the time and date
fixed by it for receipt of such instructions in the notice given by the
Trustee to the Beneficiary pursuant to section 4.3.


(b) The Trustee shall cause such representatives as are empowered by
it to sign and deliver, on behalf of the Trustee, proxies for Voting
Rights to attend each Parent Meeting. Upon submission by a Beneficiary
(or its designee) of identification satisfactory to the Trustee's
representatives, and at the Beneficiary's request, such representatives
shall sign and deliver to such Beneficiary (or its designee) a proxy to
exercise personally the Beneficiary Vo ...