Exhibit 2
SHAREHOLDERS AGREEMENT
This Shareholders Agreement (this "Agreement") dated as of October 5,
1999, among the persons listed on Schedule 1 hereto (each, a "Holder" and,
collectively, the "Holders"), E. I. du Pont de Nemours and Company, a Delaware
corporation ("Parent"), and DPC Newco, Inc., a Delaware corporation and a wholly
owned subsidiary of Parent ("Merger Sub").
WHEREAS, Parent, Merger Sub and CombiChem, Inc., a Delaware
corporation (the "Company"), propose to enter into an Agreement and Plan of
Merger (the "Merger Agreement") providing for the making of a tender offer by
Merger Sub (the "Offer") for shares of Common Stock, par value $0.001 per share,
of the Company (the "Common Stock"), at a purchase price of $6.75 per share and
a subsequent merger (the "Merger") between the Company and Merger Sub.
WHEREAS, each Holder owns the number of shares of Common Stock (the
"Shares") or options to purchase Common Stock (the "Stock Options" and,
collectively with the Shares, the "Optioned Securities"), or has the right to
vote the number of Shares or other securities (the "Voting Securities"), listed
opposite the name of such Holder on Schedule 1.
WHEREAS, Parent and Merger Sub have required, as a condition to
entering into the Merger Agreement, that the Holders enter into this Agreement.
WHEREAS, the Holders believe that it is in the best interest of the
Company and its stockholders to induce Parent and Merger Sub to enter into the
Merger Agreement and, therefore, the Holders are willing to enter into this
Agreement.
NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants and agreements set forth herein and such other valuable consideration
the receipt of which is hereby acknowledged, the parties hereto, intending to be
legally bound hereby, agree as follows:
1. The Option. Each Holder hereby grants Merger Sub an irrevocable
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option (the "Option") to purchase all of the Optioned Securities of such Holder
at the price of $6.75 per share (or such higher price as may be paid pursuant to
the Offer), payable in cash, without interest.
2. Exercise of the Option; Term.
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(a) On the terms and subject to the conditions of this Agreement,
Merger Sub may exercise the Option at any time after the date on which all
waiting periods under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976,
as amended (the "HSR Act"), applicable to the Merger have expired or been
terminated, by written notice to each Holder specifying a date and time for the
closing not later than thirty (30) business days from the date of such notice
(which date and time may be one day after the delivery of such notice), but only
if:
(i) (A) a bona fide Acquisition Proposal (as defined in the Merger
Agreement) shall have been made to the Company or any of its stockholders or any
person or entity shall have announced an intention (whether or not conditional)
to make an Acquisition Proposal with respect to the Company, and on or following
the date of the Merger Agreement but prior to the date that the Offer is
consummated, such Acquisition Proposal, announcement or intention is or becomes
publicly known, (B) no event shall have become publicly known prior to the time
that such Acquisition Proposal, announcement or intention is or becomes publicly
known that would have a material adverse effect on the ability of Parent or
Merger Sub to consummate the Merger (other than any event related to such
Acquisition Proposal, announcement or intention or any event related to a breach
of the Merger Agreement or this Agreement by the Company) and (C) on or
following the date on which such Acquisition Proposal, announcement or intention
is or becomes publicly known, the Merger Agreement is terminated by either the
Company or the Parent pursuant to Section 9.2(i) of the Merger Agreement, unless
Merger Sub has consummated the Offer and the Company has complied with Section
1.4 of the Merger Agreement; or
(ii) the Merger Agreement is terminated (x) by the Company pursuant to
Section 9.3(a) of the Merger Agreement, or (y) by the Parent pursuant to Section
9.4(a) of the Merger Agreement or (z) pursuant to Section 9.2(iv) of the Merger
Agreement as a result of the failure to satisfy any one of the conditions set
forth in paragraphs (c), (e) or (f) of Annex A of the Merger Agreement.
(b) As used in this Agreement, "person" shall have the meaning
specified in Sections 3(a)(9) and 13(d)(3) of the Exchange Act. Notwithstanding
any other provision of this Agreement, the Merger Agreement or the Stock Option
Agreement, any reference to a majority of the total issued and outstanding
shares or Shares, or shares or Shares outstanding on a fully diluted basis, or
similar references, shall, for purposes of such agreements, exclude from the
determination thereof any shares of Common Stock issuable upon exercise of or
subject to the Stock Option Agreement and any reference to beneficial ownership
of shares of Common Stock or similar references shall, for purposes of such
agreements, exclude from the determination thereof any shares of Common Stock
issuable upon exercise of or subject to the Stock Option Agreement and/or this
Agreement.
(c) The Option shall expire on the earliest of (1) the Effective Time
(as defined in the Merger Agreement), (2) January 31, 2000 or, if the Offer is
extended past January 31, 2000 because the waiting period applicable to the
transactions contemplated by this Agreement under the HSR Act has not terminated
or expired, immediately after the expiration of the Offer, and (3) the thirtieth
day following the termination of the Merger Agreement if prior to such thirtieth
day the events set forth in any of clauses (i) or (ii) of Section 9.5(b) of the
Merger Agreement shall not have occurred (such earliest date being referred to
in this Agreement as the "Expiration Date"); provided that, if the Option cannot
be exercised or the Optioned Securities cannot be delivered to Merger Sub upon
such exercise because (x) there shall be in effect a preliminary or permanent
injunction or other order issued by any federal or state court of competent
jurisdiction prohibiting delivery of the Optioned Securities or (y) any
applicable
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waiting periods under the HSR Act shall not have expired or been terminated,
then the Expiration Date shall be extended until thirty days after such
impediment to exercise or delivery has been removed.
3. Closing. At the closing:
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(a) against delivery of the Optioned Securities, free and clear of all
liens, claims, charges and encumbrances of any kind or nature whatsoever, Parent
shall cause Merger Sub to make payment of the aggregate price for each Holder's
Optioned Securities by wire transfer of immediately available funds to such
Holder; and
(b) each Holder shall deliver to Merger Sub a duly executed
certificate or certificates representing the number of Optioned Securities
purchased from such Holder, together with transfer powers endorsed in blank
relating to such certificates and, if requested by Merger Sub, an irrevocable
proxy duly executed by such Holder, authorizing such persons as Merger Sub shall
designate to act for such Holder as his lawful agents, attorneys and proxies,
with full power of substitution, to vote in such manner as each such agent,
attorney and proxy or his substitute shall in his sole discretion deem proper,
and otherwise act with respect to the Optioned Securities at any meeting
(whether annual or special and whether or not an adjourned meeting) of the
Company's Holders or otherwise, and revoking any prior proxies granted by such
Holder with respect to the Holder's Optioned Securities.
Notwithstanding any provision of this Agreement to the contrary, the
Holders shall validly tender their Shares pursuant to the Offer and shall not
withdraw such Shares prior to the expiration of the Offer, and their obligation
to sell any Optioned Securities shall be satisfied, solely with respect to the
Shares so tendered, upon the purchase of such Shares by Merger Sub pursuant to
the Offer.
4. Covenants of the Holders.
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(a) During the period from the date of this Agreement until the
expiration of this Agreement, except in accordance with the provisions of this
Agreement, each Holder severally and not jointly agrees that he will not:
(i) sell, sell short, transfer, pledge, hypothecate, assign or
otherwise dispose of, or enter into any contract, option, hedging arrangement or
other arrangement or understanding with respect to the sale, transfer, pledge,
hypothecation, assignment or other disposition of, any Optioned Securities or
Voting Securities;
(ii) deposit any Optioned Securities or Voting Securities into a
voting trust, or grant any proxies or enter into a voting agreement with respect
to any Optioned Securities or Voting Securities; or
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(iii) initiate, solicit or encourage, directly or indirectly, any
inquiries or the making or implementation of any proposal that constitutes, or
may reasonably be expected to lead to, any Acquisition Proposal (as defined in
the Merger Agreement) or enter into discussions or negotiate with any person or
entity in furtherance of such inquiries or to obtain an Acquisition Proposal, or
agree to or endorse any Acquisition Proposal; except that any Holder who is a
member of the board of directors of the Company may conduct himself in the
manner expressly permitted under Section 7.2 of the Merger Agreement.
(b) Any additional shares of Common Stock, warrants, options or other
securities or rights exercisable for, exchangeable for or convertible into
shares of Common Stock (collectively, "Equity Securities") acquired by any
Holder, or with respect to which any Holder obtains voting power, will become
subject to this Agreement and shall, for all purposes of this Agreement, be
considered Optioned Securities or Voting Securities, as the case may be.
(c) Each Holder agrees not to engage in any action or omit to take any
action which would have the effect of preventing or disabling such Holder from
delivering his Optioned Securities to Merger Sub or otherwise performing his
obligations under this Agreement. To the extent that any Optioned Securities
(other than Company Common Stock) may not be assigned by such Holder to Merger
Sub without exercising, exchanging or converting such Optioned Securities for or
into Company Common Stock, each Holder agrees to exercise, exchange or convert
such Optioned Securities for or into Company Common Stock prior to the closing
of the purchase of such Optioned Securities upon exercise of the Option.
5. Representations and Warranties of each Holder. Each Holder
---------------------------------------------
severally and not jointly represents and warrants to Parent and Merger Sub as
follows:
(a) (i) such Holder is the record or beneficial owner of the Optioned
Securities, or has the right to vote the Voting Securities, listed opposite the
name of such Holder on Schedule 1, (ii) such Optioned Securities or Voting
Securities are the only Equity Securities owned of record or beneficially by
such Holder or in which such Holder has any interest or which such Holder has
the right to vote, as the case may be, and (iii) such Holder does not have any
option or other right to acquire any other Equity Securities;
(b) such Holder has the right, power and authority to execute and
deliver this Agreement and to perform his obligations hereunder; the execution,
delivery and performance of this Agreement by such Holder will not require the
consent of any other person and will not constitute a violation of, conflict
with or result in a default under (i) any contract, understanding or arrangement
to which such Holder is a party or by which such Holder is bound, (ii) any
judgment, decree or order applicable to such Holder or (iii) to the Holder's
knowledge, any law, rule or regulation of any governmental body applicable to
such Holder; and this Agreement constitutes a valid and binding agreement on the
part of such Holder, enforceable in accordance with its terms, subject to
applicable bankruptcy, insolvency, moratorium or other similar laws relating to
creditors' rights and general principles of equity;
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(c) to the Holder's knowledge, any Shares included in the Optioned
Securities owned by such Holder have been validly issued and are fully paid and
nonassessable and any shares of Common Stock issuable upon exercise of the Stock
Options or Warrants, when issued and upon payment of the exercise price
therefor, will be validly issued, fully paid and nonassessable;
(d) except as set forth on Schedule 1, the Optioned Securities owned
by such Holder are now, and at all times during the term of this Agreement will
be, held by such Holder free and clear of all adverse claims, liens,
encumbrances and security interests, and none of the Optioned Securities or
Voting Securities are subject to any voting trust or other agreement or
arrangement (except as created by this Agreement) with respect to the voting or
disposition of the Optioned Securities or Voting Securities; and there are no
outstanding options, warrants or rights to purchase or acquire, or agreements
(except for this Agreement) relating to, such Optioned Securities or Voting
Securities; and
(e) upon purchase of the Optioned Securities owned by such Holder,
Merger Sub will obtain good and marketable title to such Optioned Securities,
free and clear of all adverse claims, liens, encumbrances and security interests
(except any created by Merger Sub).
6. Effect of Representations, Warranties and Covenants of Holders.
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The representations, warranties and covenants of the Holders shall be several
and not joint. The liability of each individual Holder shall extend only to the
representations, warranties and covenants of such Holder and not to any
representation, warranty or covenant of any other Holder.
7. Representations and Warranties of Parent and Merger Sub. Each of
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Parent and Merger Sub represents and warrants to each Holder that: it is a
corporation duly incorporated under the laws of the State of Delaware; it has
all requisite corporate power and authority to enter into and perform all its
obligations under this Agreement; the execution and delivery of this Agreement
and the consummation of the transactions contemplated hereby have been duly
authorized by all necessary corporate action on its part; this Agreement has
been duly executed and delivered by it; and this Agreement constitutes a valid
and binding agreement on its part, enforceable in accordance with its terms,
subject to applicable bankruptcy, insolvency, moratorium or other similar laws
relating to creditors' rights and general principles of equity.
8. Voting of Equity Securities. Each Holder hereby agrees that,
---------------------------
during the period from the date of this Agreement until the expiration of this
Agreement, at any meeting of the stockholders of the Company, however called,
and in any action by written consent of the stockholders of the Company, he
shall (a) vote all Voting Securities of such Holder in favor of the Merger; (b)
not vote any Voting Securities in favor of any action or agreement which would
result in a breach in any material respect of any covenant, representation or
warranty or any other obligation of the Company under the Merger Agreement; and
(c) vote all Voting Securities of such Holder against any action or agreement
which would impede, interfere with or attempt to
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discourage the Offer or the Merger, including, but not limited to: (i) any
proposal opposed by Parent or Merger Sub; (ii) any Acquisition Proposal (other
than the Offer and the Merger) involving the Company or any of its subsidiaries;
(iii) any change in the management or board of directors of the Company, except
as otherwise agreed to in writing by Merger Sub; (iv) any material change in the
present capitalization or dividend policy of the Company; or (v) any other
material change in the Company's corporate structure or business. Each Holder
hereby irrevocably appoints designees of Merger Sub, its attorneys, agents and
proxies, with full power of substitution, for the undersigned and in the name,
place and stead of the undersigned to vote in such manner as such attorneys,
agents and proxies or their substitutes shall in their sole discretion deem
proper and otherwise act, including the execution of written consents, with
respect to all Voting Securities of the Company which the undersigned is or may
be entitled to vote at any meeting of the Company held after the date hereof,
whether annual or special and whether or not an adjourned meeting, or in respect
of which the undersigned is or may be entitled to act by written consent. This
proxy is coupled with an interest and shall be irrevocable and binding on any
successor in interest of the undersigned. This proxy shall operate to revoke any
prior proxy as to Voting Securities heretofore granted by the Holder. Such proxy
shall terminate upon the expiration of this Agreement.
9. Adjustments. In the event of any increase or decrease or other
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change in the Optioned Securities by reason of stock dividend, stock split,
recapitalizations, combinations, exchanges of shares or the like, the number of
Optioned Securities and Voting Securities subject to this Agreement shall be
adjusted appropriately.
10. Governing Law. This Agreement shall be governed by and
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construed in accordance with the law of the State of Delaware without regard to
its rules of conflict of laws.
11. VENUE. THE PARTIES HEREBY IRREVOCABLY SUBMIT TO THE JURISDICTION
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OF THE COURTS OF THE STATE OF DELAWARE AND THE FEDERAL COURTS OF THE UNITED
STATES OF AMERICA LOCATED IN THE COUNTY OF NEW CASTLE, DELAWARE SOLELY IN
RESPECT OF THE INTERPRETATION AND ENFORCEMENT OF THE PROVISIONS OF THIS
AGREEMENT AND OF THE OTHER DOCUMENTS REFERRED TO IN THIS AGREEMENT, AND IN
RESPECT OF THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY, AND HEREBY WAIVE,
AND AGREE NOT TO ASSERT, AS A DEFENSE IN ANY ACTION, SUIT OR PROCEEDING FOR THE
INTERPRETATION OR ENFORCEMENT HEREOF OR OF ANY SUCH DOCUMENT, THAT IT IS NOT
SUBJECT THERETO OR THAT SUCH ACTION, SUIT OR PROCEEDING MAY NOT BE BROUGHT OR IS
NOT MAINTAINABLE IN SAID COURTS OR THAT THE VENUE THEREOF MAY NOT BE APPROPRIATE
OR THAT THIS AGREEMENT OR ANY SUCH DOCUMENT MAY NOT BE ENFORCED IN OR BY SUCH
COURTS, AND THE PARTIES HERETO IRREVOCABLY AGREE THAT ALL CLAIMS WITH RESPECT TO
SUCH ACTION OR PROCEEDING SHALL BE HEARD AND DETERMINED IN SUCH A DELAWARE STATE
OR FEDERAL COURT. THE PARTIES HEREBY CONSENT TO AND GRANT ANY SUCH COURT
JURISDICTION OVER THE PERSON OF SUCH PARTIES AND OVER THE SUBJECT MATTER OF SUCH
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DISPUTE AND AGREE THAT MAILING OF PROCESS OR OTHER PAPERS IN CONNECTION WITH ANY
SUCH ACTION OR PROCEEDING IN THE MANNER PROVIDED IN SECTION 16 OR IN SUCH OTHER
MANNER AS MAY BE PERMITTED BY LAW, SHALL BE VALID AND SUFFICIENT SERVICE
THEREOF.
12. Further Assurances. Each party hereto shall perform such
------------------
further acts and execute such further documents as may reasonably be required to
carry out the provisions of this Agreement.
13. Restrictions on Transfer.
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(a) As soon as practicable after the execution of this Agreement, the
following legend shall be placed on the certificates representing the Optioned
Securities:
"The Securities represented by this certificate are subject to
certain transfer and other restrictions contained in a Shareholders
Agreement, dated as of October 5, 1999, among E. I. du Pont de Nemours and
Company, a Delaware corporation, DPC Newco, Inc., a Delaware corporation,
and certain stockholders of the Corporation."
(b) The Company shall instruct its transfer agent not to permit any
transfers of the Optioned Securities in contravention of this Agreement.
14. Assignment. This Agreement may not be assigned by any party
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hereto, except that Parent may assign its rights and obligations under this
Agreement to DuPont Pharmaceuticals Company, a Delaware general partnership and
wholly owned subsidiary of Parent, or any of Parent's direct or indirect wholly
owned subsidiaries or affiliates with a net worth of more than $100,000,000.
15. Remedies. The parties agree that legal remedies for breach
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of this Agreement will be inadequate and that this Agreement may be enforced by
Parent and Merger Sub by injunctive or other equitable relief.
16. Notices. All notices or other communications required or
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permitted hereunder shall be in writing (except as otherwise provided herein)
and shall be deemed duly given if delivered in person, by confirmed facsimile
transmission or by overnight courier service, addressed as follows:
To Parent or Merger Sub:
E. I. du Pont de Nemours and Company
0000 Xxxxxx Xxxxxx
Xxxxxxxxxx, Xxxxxxxx 00000
Attention: General Counsel
Fax: (000) 000-0000
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With a copy to:
Xxxxxxx Xxxxx Xxxxxxx & Xxxxxxxxx
0000 Xxxxxx Xxxxxx, 00xx Xxxxx
Xxxxxxxxxxxx, XX 00000-0000
Attention: Xxxxxx X. Xxxxx, Esq.
Fax: (000) 000-0000
To each Holder:
At the address set forth on the
signature pages hereto
With copies to:
Xxxxxxx, Xxxxxxx & Xxxxxxxx LLP
000 Xxxx X Xxxxxx, Xxxxx 0000
Xxx Xxxxx, XX 00000
Attention: Xxxx X. Xxxxxxx, Esq.
Fax: (000) 000-0000
17. Severability. If any term or other provision of this Agreement
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is invalid, illegal or incapable of being enforced by any rule of law or public
policy, all other conditions and provisions of this Agreement shall nevertheless
remain in full force and effect so long as the economic or legal substance of
the transactions contemplated hereby is not affected in any manner adverse to
any party. Upon such determination that any term or other provision is invalid,
illegal or incapable of being enforced, the parties hereto shall negotiate in
good faith to modify this Agreement so as to effect the original intent of the
parties as closely as possible in an acceptable manner to the end that the
transactions contemplated hereby are fulfilled to the extent possible.
18. Counterparts. This Agreement may be executed in counterparts,
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each of which shall be deemed to be an original, but all of which together shall
constitute one and the same agreement.
19. Binding Effect; Benefits. This Agreement shall survive the death
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or incapacity of any Holder and shall inure to the benefit of and be binding
upon the parties hereto and their respective heirs, legal representatives,
successors and permitted assigns. Nothing in this Agreement, expressed or
implied, is intended to or shall confer on any person other than the parties
hereto and their respective heirs, legal representatives and successors and
permitted assigns any rights, remedies, obligations or liabilities under or by
reason of this Agreement.
20. Waiver of Conflicts. The Company and each Holder severally
-------------------
acknowledge and represent (i) that Xxxxxxx, Xxxxxxx & Xxxxxxxx LLP has in the
past and may continue to
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perform legal services for the Company and certain of the Holders in matters
unrelated to the transactions described in this Agreement; (ii) that Xxxxxxx,
Phleger & Xxxxxxxx LLP is representing both the Company and the Holders in the
transaction contemplated by this Agreement; (iii) that they have been given the
opportunity to ask for information relevant to the representation by Xxxxxxx,
Phleger & Xxxxxxxx LLP of both the Company and the Holders in connection with
the transaction contemplated by this Agreement. Each Holder represents that,
after such disclosure, each Holder has requested that Xxxxxxx, Phleger &
Xxxxxxxx LLP represent such Holder in connection with the transactions
contemplated by this Agreement and each of the Holders hereby gives its informed
consent to the representation by Xxxxxxx, Xxxxxx & Xxxxxxxx LLP of the Company
and the Holders in connection with the transactions contemplated hereby.
21. Termination. This Agreement shall commence on the date hereof
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and terminate upon the expiration of the Option.
[Remainder of page intentionally left blank]
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IN WITNESS WHEREOF, the Holders, Parent and Merger Sub have entered
into this Agreement as of the date first written above.
E. I. DU PONT DE NEMOURS AND
COMPANY
By: /s/ Xxxx X. Xxxxxxxx
-------------------------------------
Name: Xxxx X. Xxxxxxxx
Title: Executive Vice President and
Chief Operating Officer
DPC NEWCO, INC.
By: /s/ Xxxxxxx X. Xxxx
--------------------------------------
Name: Xxxxxxx X. Xxxx
Title: President
[Remainder of page intentionally left blank]
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HOLDERS:
First Union Trust Company,
National Association
as Voting Trustee under that Certain
Voting Trust Dated May 5, 1998
(Sprout Capital VII, L.P.)
By: /s/ Xxxxxx X. Xxxxxx
-------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President
DLJ Capital Corp.
By: /s/ Xxxxxx X. Xxxxxxxxx
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Xxxxxx X. Xxxxxxxxx
Vice President
SEQUOIA CAPITAL VI
SEQUOIA TECHNOLOGY
PARTNERS VI
SEQUOIA XXIV
SEQUOIA 1995
By: /s/ Xxxxxx X. Xxxxxxxxxx
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Name: Xxxxxx X. Xxxxxxxxxx
Title: General Partner
BVCF III, L.P.
By: X.X. Xxxx Associates, LLC,
its General Partner
Xxxxxxx Venture Management, LLC,
its Attorney-in-fact
By: Xxxxxxx Partners, Inc.,
its Managing Member
By: /s/ Xxxxx X. Xxxxx
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Xxxxx X. Xxxxx
Executive Director
Xxxxxxx Trust Company as Trustee of the
Xxxxxxx MAP Venture Capital Fund III
By: /s/ Xxxxx X. Xxxxx
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Xxxxx X. Xxxxx
Executive Director
/s/ Xxxxxxx Xxxxx, Xx.
-------------------------------------
Xxxxxxx Xxxxx, Xx.
/s/ Xxxxx X. Xxxxx
-------------------------------------
Xxxxx X. Xxxxx
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/s/ Xxxxxxx X. Xxxxxxx
-------------------------------------
Xxxxxxx X. Xxxxxxx
/s/ Xxxxxxxx X. Xxxxxxx
-------------------------------------
Xxxxxxxx X. Xxxxxxx
/s/ Xxxxxxx Xxxxx
-------------------------------------
Xxxxxxx Xxxxx
/s/ Xxxxxx Xxxxxx
-------------------------------------
Xxxxxx Xxxxxx
/s/ Xxx X. XxXxxxxxx
-------------------------------------
Xxx X. XxXxxxxxx
/s/ Xxxxx Xxxxxxxxxx
-------------------------------------
Xxxxx Xxxxxxxxxx
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SCHEDULE 1
Total
Shares Unexercised Unexercised Voting
Held Options Warrants Securities
--------- ----------- ----------- ----------
First Union Trust Company, 1,386,331 0 0 1,386,331
National Association, as
Voting Trustee Under that
Certain Voting Trust Agreement
dated May 5, 1998 (Sprout
Capital VII, L.P.)
DLJ Capital Corporation 115,398 0 0 115,398
Sequoia Capital VI 1,109,962 0 16,613 1,126,575
Sequoia Technology Partners VI 60,988 0 913 61,901
Sequoia XXIV 33,012 0 730 33,742
Sequoia 1995 15,780 0 0 15,780
BVCF III, L.P. 822,340 0 0 822,340
Xxxxxxx Trust Company, as Trustee 134,113 0 0 134,113
of the Xxxxxxx MAP Venture Capital
Fund III
Xxxxxxx Xxxxx 480,417 150,001 0 630,418
Xxxxx Xxxxx 225,000 150,001 0 375,001
Xxxxxxx Xxxxxxx 0 20,000 0 20,000
Phillippe Chambon 0 25,000 0 25,000
Xxxxxxx Xxxxx 0 25,000 0 25,000
Xxxxxx Xxxxxx 20,000 25,000 0 45,000
Xxx XxXxxxxxx 93,750 15,000 0 108,750
Xxxxx Xxxxxxxxxx 52,500 0 0 52,500
--------- ------- ------ ---------
4,549,591 410,002 18,256 4,977,849
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