EXHIBIT 4
SIGNATORY STOCKHOLDERS AGREEMENT
This Signatory Stockholders Agreement is made as of August 26, 1999
(the "Agreement"), among Geac Computer Systems, Inc. a Georgia corporation (the
"Buyer"), and the stockholders of the Company (as defined below) whose names
appear on Schedule I hereto (collectively, the "Signatory Stockholders").
Capitalized terms used but not defined herein shall have the meanings ascribed
to them in the Asset Agreement.
W I T N E S S E T H:
WHEREAS, contemporaneously with the execution and delivery of this
Agreement, the Buyer and Clarus Corporation, a Delaware corporation (the
"Company"), are entering into an Asset Purchase Agreement, dated as of the date
hereof (the "Asset Agreement"), which provides for, upon the terms and subject
to the conditions set forth therein, the acquisition by the Buyer of the
Acquired Assets;
WHEREAS, contemporaneously with the execution and delivery of this
Agreement, Geac Canada Limited, a Canadian corporation (the "IP Buyer") and the
Company are entering into an Intellectual Property Rights Purchase Agreement,
dated as of the date hereof (the "IP Purchase Agreement"), which provides for,
upon the terms and subject to the conditions set forth therein, the acquisition
by the IP Buyer of the Company Intellectual Property, as such term is defined in
the IP Purchase Agreement;
WHEREAS, as of the date hereof, each Signatory Stockholder owns
(beneficially and of record) the number of shares of capital stock in the
Company set forth opposite such Signatory Stockholder's name on Schedule I
hereto (all such shares so owned and which may hereafter be acquired by such
Signatory Stockholder prior to the termination of this Agreement, whether upon
the exercise of options or by means of purchase, dividend, distribution or
otherwise, being referred to herein as such Signatory Stockholder's "Subject
Shares");
WHEREAS, as a condition to their willingness to enter into the Asset
Agreement, the Buyer have requested that the Signatory Stockholders enter into
this Agreement; and
WHEREAS, in order to induce the Buyer to enter into the Asset
Agreement, the Signatory Stockholders are willing to enter into this Agreement.
NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants and agreements herein contained, and intending to be legally bound
hereby, the Buyer and the Signatory Stockholders hereby agree as follows:
ARTICLE I.
TRANSFER AND VOTING OF SUBJECT SHARES;
OTHER COVENANTS OF THE SIGNATORY STOCKHOLDERS
1.1. VOTING OF SUBJECT SHARES. From the date hereof until the
termination of this Agreement pursuant to Section 4.1 hereof (the "Term"), at
any meeting of the Signatory
Stockholders of the Company, however called, and in any action by consent of the
Signatory Stockholders of the Company, each Signatory Stockholder shall vote its
Subject Shares in favor of the approval of, and the transactions contemplated
by, the Asset Agreement and the IP Purchase Agreement (each as amended from time
to time) and the approval of the (ii) against any proposal for action or
agreement that would result in a breach of any covenant, representation or
warranty or any other obligation or agreement of the Company under the Asset
Agreement or the IP Purchase Agreement, or which is reasonably likely to result
in any of the conditions of the Company's obligations under the Asset Agreement
or the IP Purchase Agreement not being fulfilled, any change in the present
capitalization of the Company or any amendment to the Company's Certificate of
Incorporation or By-Laws, any other material change in the Company's corporate
structure of business, or any other action which in the case of each of the
matters referred to in this clause (ii) could reasonably be expected to impede,
interfere with, delay, postpone or materially adversely affect the transactions
contemplated by the Asset Agreement or the IP Purchase Agreement which is
considered at any such meeting of Stockholders or in such consent, and in
connection therewith to execute any documents which are necessary or appropriate
in order to effectuate the foregoing.
1.2. NO INCONSISTENT ARRANGEMENTS. Except as contemplated by this
Agreement and the Asset Agreement, each Signatory Stockholder shall not during
the Term (i) transfer (which term shall include, without limitation, any sale,
assignment, gift, pledge, hypothecation or other disposition), or consent to any
transfer of, any or all of such Signatory Stockholder's Subject Shares or any
interest therein, or create or permit to exist any Encumbrance (as defined
below) on such Subject Shares, (ii) enter into any contract, option or other
agreement or understanding with respect to any transfer of any or all of such
shares or any interest therein, (iii) grant any proxy, power-of- attorney or
other authorization in or with respect to such Subject Shares, (iv) deposit such
Subject Shares into a voting trust or enter into a voting agreement or
arrangement with respect to such Subject Shares, or (v) take any other action
that would in any way restrict, limit or interfere with the performance of its
obligations hereunder or the transactions contemplated hereby or by the Asset
Agreement.
1.3. PROXY. Each Signatory Stockholder hereby revokes any and all prior
proxies or powers of attorney in respect of any of such Signatory Stockholder's
Subject Shares and constitutes and appoints the Buyer, or any nominee of the
Buyer (provided that in the event the Buyer or its nominee fails to exercise the
Proxy (as defined below), Xxxxxxx X. Xxxxxxx is hereby automatically appointed
as the substitute therefor), with full power of substitution and resubstitution,
at any time during the Term, as its true and lawful attorney and proxy (its
"Proxy"), for and in its name, place and stead, to demand that the Secretary of
the Company call a special meeting of the Stockholders of the Company for the
purpose of considering any matter referred to in Section 1.1 and to vote each of
such Subject Shares as its Proxy, at every annual, special, adjourned or
postponed meeting of the Signatory Stockholders of the Company, including the
right to sign its name (as Signatory Stockholder) to any consent, certificate or
other document relating to the Company that the general corporation law of the
state of Delaware may permit or require, in favor of the approval of, and the
transactions contemplated by, the Asset Agreement and the IP Purchase Agreement
(each as amended from time to time); provided, however, that the proxy granted
in this Section 1.3 shall terminate and be of no further force or effect in the
event that the Company's Board of Directors determines in its good faith
judgment, after taking into consideration the written advice of its outside
legal counsel, that it is required in order for its members to comply with their
fiduciary duties under applicable law to withdraw its recommendation to its
stockholders of the approval of the transactions contemplated by the Asset
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Agreement and the IP Purchase Agreement, or approve or recommend or cause the
Company to enter into an agreement with respect to a Superior Proposal (as
defined in the Asset Agreement).
THE FOREGOING PROXY AND POWER OF ATTORNEY ARE IRREVOCABLE AND COUPLED WITH AN
INTEREST THROUGHOUT THE TERM.
1.4. STOP TRANSFER. Each Signatory Stockholder agrees not to request
that the Company register the transfer (book-entry or otherwise) of any
certificate or uncertificated interest representing any of such Signatory
Stockholder's Subject Shares, unless such transfer is made in compliance with
this Agreement (including the provisions of Article III hereof).
1.5. NO SOLICITATION. During the Term, each Signatory Stockholder shall
not, nor shall it permit or authorize any of its officers, directors, employees,
agents or representatives (collectively, the "Representatives") to, (i) solicit
or initiate, or encourage, directly or indirectly, any inquiries regarding or
the submission of, any proposal that would constitute a Third Party Acquisition,
(ii) participate in any discussions or negotiations regarding, or furnish to any
Person any information or data with respect to, or take any other action to
knowingly facilitate the making of any proposal that constitutes, or may
reasonably be expected to lead to, any Third Party Acquisition or (iii) enter
into any agreement with respect to any Third Party Acquisition or approve or
resolve to approve any Third Party Acquisition. Upon execution of this
Agreement, each Signatory Stockholder shall, and it shall cause its
Representatives to, immediately cease any existing activities, discussions or
negotiations with any parties conducted heretofore with respect to any of the
foregoing. Each Signatory Stockholder will promptly notify Parent of the
existence of any proposal, discussion, negotiation or inquiry received by such
Signatory Stockholder, and each Signatory Stockholder will immediately
communicate to Parent the terms of any proposal, discussion, negotiation or
inquiry which it may receive (and will promptly provide to Parent copies of any
written materials received by it in connection with such proposal, discussion,
negotiation or inquiry) and the identity of the Person making such proposal or
inquiry or engaging in such discussion or negotiation. Notwithstanding any
provision of this Section 1.5 to the contrary, if any Signatory Stockholder or
any of its Representatives is a member of the Board of Directors, such member of
the Board of Directors may take actions in such capacity to the extent permitted
by Section 4.4 of the Asset Agreement. For purposes of this Agreement, "Third
Party Acquisition" means the occurrence of any of the following events: (i) the
acquisition of the Company by merger or otherwise by any Person (which includes
a "person" as such term is defined in Section 13(d)(3) of the Exchange Act)
other than Parent, Buyer or any affiliate thereof (a "Third Party"); (ii) the
acquisition by a Third Party of assets comprising the Business, or any part
thereof, outside the ordinary course of business; (iii) the acquisition by a
Third Party of 50% or more of the outstanding capital stock of the Company and
its subsidiaries; or (iv) the adoption by the Company of a plan of partial or
complete liquidation or the declaration or payment of an extraordinary dividend.
1.6. INDEMNIFICATION OF SIGNATORY STOCKHOLDERS. The Buyer will
indemnify each Signatory Stockholder against all claims, actions, suits,
proceedings or investigations, losses, damages, liabilities (or actions in
respect thereof), costs and expenses (including reasonable fees and expenses of
counsel) arising out of or based upon the execution or delivery of this
Agreement or the performance by such Signatory Stockholder of its obligations
hereunder and in the event of any such claim, action, suit, proceeding or
investigation unless the Buyer shall have assumed the defense thereof as
provided below, (i) the Buyer shall pay as incurred the reasonable fees and
expenses of counsel selected by the Signatory Stockholder, which counsel shall
be
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reasonably satisfactory to the Buyer, promptly as statements therefor are
received, and (ii) the Buyer will cooperate in the defense of any such matter;
provided, however, that Parent shall not be liable for any settlement effected
without its prior written consent (which consent shall not be unreasonably
withheld); and provided, further, the Buyer shall not be obliged pursuant to
this Section 1.6 to pay the fees and disbursements of more than one counsel for
all Signatory Stockholders in any single action except to the extent that, in
the opinion of counsel for the Signatory Stockholders, two or more of such
Signatory Stockholders have conflicting interests in the outcome of such action.
In the event any person asserts a claim against a Signatory Stockholder for
which such Signatory Stockholder intends to seek indemnification hereunder, such
Signatory Stockholder shall give prompt notice to the Buyer, and shall permit
the Buyer to assume the defense of any such claim or any litigation resulting
therefrom with counsel selected by the Buyer, and reasonably acceptable to such
Signatory Stockholders; provided that such Signatory Stockholder may participate
in such defense at its own expense, and provided further that the failure of any
Signatory Stockholder to give notice as provided herein shall not relieve the
Buyer of its obligations under this Section 1.6 except to the extent the Buyer
is materially prejudiced thereby. The Buyer shall not, in the defense of any
such claim or litigation, except with the consent of the Signatory Stockholder
being indemnified, consent to the entry of any judgment or enter into any
settlement which does not include as an unconditional term thereof the giving by
the claimant or plaintiff to such Signatory Stockholder of a release from all
liability in respect of such claim or litigation. Each Signatory Stockholder
shall promptly furnish such information regarding itself or the claim in
question as Parent may reasonably request and as shall be reasonably required in
connection with the defense of such claim and litigation resulting therefrom.
ARTICLE II.
REPRESENTATIONS AND WARRANTIES OF THE SIGNATORY STOCKHOLDERS
Each Signatory Stockholder hereby represents and warrants to Parent and
the Buyer as follows:
2.1. DUE AUTHORIZATION, ETC. Such Signatory Stockholder has all
requisite power and authority to execute, deliver and perform this Agreement, to
appoint Parent as its Proxy and to consummate the transactions contemplated
hereby. The execution, delivery and performance of this Agreement, the
appointment of the Buyer as Signatory Stockholder's Proxy and the consummation
of the transactions contemplated hereby have been duly authorized by all
necessary action on the part of Signatory Stockholder. This Agreement has been
duly executed and delivered by or on behalf of such Signatory Stockholder and
constitutes a legal, valid and binding obligation of such Signatory Stockholder,
enforceable against such Signatory Stockholder in accordance with its terms,
except as enforcement may be limited by bankruptcy, insolvency, moratorium or
other similar laws and except that the availability of equitable remedies,
including specific performance, is subject to the discretion of the court before
which any proceeding for such remedy may be brought. There is no beneficiary or
holder of a voting trust certificate or other interest of any trust of which
such Signatory Stockholder is trustee whose consent is required for the
execution and delivery of this Agreement of the consummation by such Signatory
Stockholder of the transactions contemplated hereby.
2.2. NO CONFLICTS; REQUIRED FILINGS AND CONSENTS.
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(a) The execution and delivery of this Agreement by such
Signatory Stockholder does not, and the performance of this Agreement by such
Signatory Stockholder will not, (i) conflict with or violate any trust agreement
or other similar documents relating to any trust of which such Signatory
Stockholder is trustee, (ii) conflict with or violate any law applicable to such
Signatory Stockholder or by which such Signatory Stockholder or any of such
Signatory Stockholder's properties is bound or affected or (iii) result in any
breach of or constitute a default (or an event that with notice or lapse of time
or both would become a default) under, or give to others any rights of
termination, acceleration or cancellation of, or result in the creation of a
lien or encumbrance on any assets of such Signatory Stockholder, including,
without limitation, such Signatory Stockholder's Subject Shares, pursuant to,
any note, bond, mortgage, indenture, contract, agreement, lease, license,
permit, franchise or other instrument or obligation to which such Signatory
Stockholder is a party or by which such Signatory Stockholder or any of such
Signatory Stockholder's assets is bound or affected, except, in the case of
clauses (ii) and (iii), for any such breaches, defaults or other occurrences
that would not prevent or delay the performance by such Signatory Stockholder of
such Signatory Stockholder's obligations under this Agreement.
(b) The execution and delivery of this Agreement by such
Signatory Stockholder does not, and the performance of this Agreement by such
Signatory Stockholder will not, require any consent, approval, authorization or
permit of, or filing with or notification to, any governmental or regulatory
authority (other than any necessary filing under the HSR Act or approvals or
consents required under applicable foreign antitrust or competition laws or the
Exchange Act), domestic or foreign, except where the failure to obtain such
consents, approvals, authorizations or permits, or to make such filings or
notifications, would not prevent or delay the performance by such Signatory
Stockholder of such Signatory Stockholder's obligations under this Agreement.
2.3. TITLE TO SUBJECT SHARES. Except as indicated on Schedule 1, such
Signatory Stockholder is the sole record and beneficial owner of its Subject
Shares, free and clear of any pledge, lien, security interest, mortgage, charge,
claim, equity, option, proxy, voting restriction, voting trust or agreement,
understanding, arrangement, right of first refusal, limitation on disposition,
adverse claim of ownership or use or encumbrance of any kind ("Encumbrances"),
other than restrictions imposed by the securities laws or pursuant to this
Agreement and the Asset Agreement.
2.4. NO FINDER'S FEES. No broker, investment banker, financial advisor
or other person is entitled to any broker's, finder's, financial advisor's or
other similar fee or commission in connection with the transactions contemplated
hereby based upon arrangements made by or on behalf of such Signatory
Stockholder. Such Signatory Stockholder, on behalf of itself and its affiliates,
hereby acknowledges that it is not entitled to receive any broker's, finder's,
financial advisor's or other similar fee or commission in connection with the
transactions contemplated hereby or by the Asset Agreement.
ARTICLE III.
REPRESENTATIONS AND WARRANTIES OF
THE BUYER
The Buyer hereby represents and warrants to the Signatory Stockholders
as follows:
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3.1. DUE ORGANIZATION, AUTHORIZATION, ETC. The Buyer is duly organized,
validly existing and in good standing under the laws of their jurisdiction of
incorporation. The Buyer has all requisite corporate power and authority to
execute and deliver this Agreement and to consummate the transactions
contemplated hereby. The execution and delivery of this Agreement and the
consummation of the transactions contemplated hereby by the Buyer has been duly
authorized by all necessary corporate action on the part of the Buyer. This
Agreement has been duly executed and delivered by the Buyer and constitutes a
legal, valid and binding obligation of the Buyer, enforceable against the Buyer
in accordance with its terms, except as enforcement may be limited by
bankruptcy, insolvency, moratorium or other similar laws and except that the
availability of equitable remedies, including specific performance, is subject
to the discretion of the court before which any proceeding for such remedy may
be brought.
ARTICLE IV.
MISCELLANEOUS
4.1. TERMINATION. This Agreement shall terminate and be of no further
force and effect (i) by the written mutual consent of the parties hereto, or
(ii) automatically and without any required action of the parties hereto upon
the Closing Date or upon termination of the Asset Agreement. No such termination
of this Agreement shall relieve any party hereto from any liability for any
breach of this Agreement prior to termination.
4.2. FURTHER ASSURANCE. From time to time, at another party's request
and without consideration, each party hereto shall execute and deliver such
additional documents and take all such further action as may be necessary or
desirable to consummate and make effective, in the most expeditious manner
practicable, the transaction contemplated by this Agreement.
4.3. CERTAIN EVENTS. Each Signatory Stockholder agrees that this
Agreement and such Signatory Stockholder's obligations hereunder shall attach to
such Signatory Stockholder's Subject Shares and shall be binding upon any person
or entity to which legal or beneficial ownership of such Subject Shares shall
pass, whether by operation of law or otherwise, including, without limitation,
such Signatory Stockholder's heirs, guardians, administrators, or successors.
Notwithstanding any transfer of Subject Shares, the transferor shall remain
liable for the performance of all its obligations under this Agreement.
4.4. NO WAIVER. The failure of any party hereto to exercise any right,
power, or remedy provided under this agreement or otherwise available in respect
hereof at law or in equity, or to insist upon compliance by any other party
hereto with its obligations hereunder, any custom or practice of the parties at
variance with the terms hereof shall not constitute a waiver by such party of
its right to exercise any such or other right, power or remedy or to demand such
compliance.
4.5. SPECIFIC PERFORMANCE. Each Signatory Stockholder acknowledges that
if such Signatory Stockholder fails to perform any of its obligations under this
Agreement immediate and irreparable harm or injury would be caused to the Buyer
for which money damages would not be an adequate remedy. In such event, each
Signatory Stockholder agrees that the Buyer shall have the right, in addition to
any other rights it may have, to specific performance of this Agreement.
Accordingly, if the Buyer should institute an action or proceeding seeking
specific
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enforcement of the provisions hereof, each Signatory Stockholder hereby waives
the claim or defense that the Buyer has an adequate remedy at law and hereby
agrees not to assert in any such action or proceeding the claim or defense that
such a remedy at law exists. Each Signatory Stockholder further agrees to waive
any requirements for the securing or posting of any bond in connection with
obtaining any such equitable relief.
4.6. NOTICE. All notices and other communications given or made
pursuant hereto shall be in writing and shall be deemed to have been duly given
or made (i) as of the date delivered or sent by facsimile if delivered
personally or by facsimile; (ii) on the first business day after delivery by
overnight courier; and (iii) on the third business day after deposit in the U.S.
mail, if mailed by registered or certified mail (postage prepaid, return receipt
requested), in each case to the parties at the following addresses (or at such
other address for a party as shall be specified by like notice, except that
notices of changes of address shall be effective upon receipt):
(a) If to the Buyer:
Geac Computer Systems, Inc.
c/o Geac Computer Corporation Limited
00 Xxxxxxxx Xxxxxxx
Xxxxx 000
Xxxxxxx, Xxxxxxx
X0X 0X0
Attn: General Counsel
Fax: (000) 000-0000
With a copy to: Xxxxx Xxxxx, Esq.
Xxxxxxx Xxxxxx & Green, P.C.
00 Xxxxx Xxxxxx
Xxxxxx, XX 00000
Fax: (000) 000-0000
To the Company: Clarus Corporation
0000 Xxxxx Xxxxx Xxxxx
Xxxxx 000
Xxxxxxx, XX 00000
Attn: Xxxxxxx X. Xxxxxxx, President and CEO
Fax: (000) 000-0000
With a copy to: Xxxxxx X. XxXxxxxx, Esq.
Xxxxxx Xxxxxxx Xxxxxxxxx & Xxxx PLLC
0000 Xxxx Xxxxxxxxx Xxxxxx, XX
Xxxxx 0000
Xxxxxxx, XX 00000
Fax: (000) 000-0000
(b) If to a Signatory Stockholder, at the address set forth
below such Signatory Stockholder's name on Schedule I
hereto.
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4.7. EXPENSES. Except as otherwise expressly set forth herein, all
fees, costs and expenses incurred in connection with this Agreement and the
transactions contemplated hereby shall be paid by the party incurring such fees,
costs and expenses.
4.8. HEADINGS. The headings contained in this Agreement are for
reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.
4.9. SEVERABILITY. If any term or other provision of this Agreement 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
transactions contemplated hereby are fulfilled to the maximum extent possible.
4.10. ENTIRE AGREEMENT; NO THIRD-PARTY BENEFICIARIES. This Agreement
constitutes the entire agreement and supersede any and all other prior
agreements and undertakings, both written and oral, among the parties, or any of
them, with respect to the subject matter hereof, and this Agreement is not
intended to confer upon any other person any rights or remedies hereunder.
4.11. ASSIGNMENT. This Agreement shall not be assigned by operation of
law or otherwise.
4.12. GOVERNING LAW. This Agreement shall be governed by, and construed
in accordance with, the laws of the State of Delaware applicable to contracts
executed in and to be performed entirely within the State.
4.13. AMENDMENT. This Agreement may not be amended except by an
instrument in writing signed by the parties hereto.
4.14. WAIVER. Any party hereto may (a) extend the time for the
performance of any of the obligations or other acts of the other parties hereto,
(b) waive any inaccuracies in the representations and warranties of the other
parties hereto contained herein or in any document delivered pursuant hereto and
(c) waive compliance by the other parties hereto with any of their agreements or
conditions contained herein. Any agreement on the part of a party hereto to any
such extension or waiver shall be valid only as against such party and only if
set forth in an instrument in writing signed by such party. The failure of any
party hereto to assert any of its rights under this Agreement or otherwise shall
not constitute a waiver of those rights.
4.15. COUNTERPARTS. This Agreement may be executed in one or more
counterparts, and by the different parties hereto in separate counterparts, each
of which when executed shall be deemed to be an original but all of which shall
constitute one and the same agreement.
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IN WITNESS WHEREOF, the Buyer and the Signatory Stockholders have
caused this Agreement to be executed as of the date first written above.
GEAC COMPUTER SYSTEMS, INC.
By:
----------------------------
Name:
--------------------------
Title:
-------------------------
SIGNATORY STOCKHOLDERS:
-------------------------------
Xxxxxxx X. Xxxxxxx
-------------------------------
Xxxxxx X. Xxxxxx
-------------------------------
Xxxxxxx X. Xxxxxx, Xx.
-------------------------------
Xxxxx X. Xxxxxx
-------------------------------
Xxxxxx X. Xxxxxxx
-------------------------------
Xxxxxx X. Xxxxx, Xx.
------------------------------
Xxxxxx X. Xxxxx
------------------------------
Xxxxx Xxxx
------------------------------
Xxxxxx X. House
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------------------------------
Xxxx X. Xxxxxxx
------------------------------
Said Mohammadioun
Greylock Limited Partnership
By:
----------------------------
Name:
--------------------------
Title:
-------------------------
Xxxxxx Xxxx Ventures, a California Limited Partnership
Xxxxxx Hill Associates
By:
----------------------------
Name:
--------------------------
Title:
-------------------------
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Schedule I
----------
Number of Shares
----------------
Name and Address of Signatory Stockholder Owned
----------------------------------------- -----
Xxxxxxx X. Xxxxxxx 87,050 (1)
Xxxxxx X. Xxxxxx 8,000
Xxxxxxx X. Xxxxxx, Xx. 27,800
Xxxxx X. Xxxxxx 5,000
Xxxxxx X. Xxxxxxx 13,260
Xxxxxx X. Xxxxx, Xx. 62,754
Xxxxxx X. Xxxxx 267,543
Xxxxx Xxxx (including Xxxxxx Xxxx) 520,284
Xxxxxx X. House 76,249
Xxxx X. Xxxxxxx 8,700
Said Mohammadioun 41,750 (2)
Greylock Limited Partnership 986,381
(1) Includes the sale of 4,000 shares and the exercise of options to purchase
17,250 shares effective August 26, 1999.
(2) Includes the exercise of options to purchase 18,750 shares effective August
20, 1999.
It is acknowledged and agreed that the fact that certain of the Signatory
Stockholders are not the record holders of some or all of their Subject Shares
shall not affect such Signatory Stockholder's right, power or authority to grant
the Proxy hereunder.
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