EXHIBIT 10.6
ESCROW AGREEMENT
----------------
AGREEMENT, dated as of the 27th day of January, 1997 and effective as of
the Effective Date, as defined herein, by and among American Stock Transfer &
Trust Company, a New York corporation (hereinafter referred to as the "Escrow
Agent"), Notify Corporation, a California corporation (the "Company"), and the
shareholders of the Company who have executed this agreement (hereinafter
collectively called the "Shareholders").
WHEREAS, the Company contemplates a public offering ("Public Offering") of
Units ("Units"), each Unit consisting of one share of its Common Stock, $.001
par value (the "Common Stock") one redeemable Class A Warrant (the "Class A
Warrant") and one redeemable Class B Warrant ("Class B Warrant") through X.X.
Xxxxx Investment Banking Corp. as underwriter (the "Underwriter") pursuant to a
Registration Statement (the "Registration Statement") on Form SB-2 to be filed
with the Securities and Exchange Commission ("SEC"); and
WHEREAS, the Shareholders have agreed to deposit in escrow an aggregate of
1,374,546 shares of Common Stock, upon the terms and conditions set forth
herein.
In consideration of the mutual covenants and promises herein contained, the
parties hereto agree as follows:
1. The Shareholders and the Company hereby appoint American Stock Transfer
& Trust Company as Escrow Agent and agree that the Shareholders will, prior to
the filing of the Registration Statement relating to the Public Offering,
deliver to the Escrow Agent
to hold in accordance with the provisions hereof, certificates representing an
aggregate of 1,374,545 shares of Common Stock owned of record by the
Shareholders in the respective amounts set forth on Exhibit A hereto (the
---------
"Escrow Shares"), together with stock powers executed in blank. The Escrow
Agent, by its execution and delivery of this Agreement hereby acknowledges
receipt of the Escrow Shares and accepts its appointment as Escrow Agent to hold
the Escrow Shares in escrow, upon the terms, provisions and conditions hereof.
2. This Agreement shall become effective upon the date on which the
Securities and Exchange Commission declares effective the Registration Statement
("Effective Date") and shall continue in effect until the earlier of (i) the
date specified in paragraph 4(e) hereof or (ii) the distribution by the Escrow
Agent of all of the Escrow Shares in accordance with the terms hereof (the
"Termination Date"). The period of time from the Effective Date until the
Termination Date is referred to herein as the "Escrow Period."
3. During the Escrow Period, the Escrow Agent shall receive all of the
money, securities, rights or property distributed in respect of the Escrow
Shares then held in escrow, including any such property distributed as dividends
or pursuant to any stock split, merger, recapitalization, dissolution, or total
or partial liquidation of the Company, such property to be held and distributed
as herein provided and hereinafter referred to collectively as the "Escrow
Property."
4. (a) The Escrow Shares are subject to release to the Shareholders only in
the event the conditions set forth herein are met. The Escrow Agent, upon notice
to such effect from the Company as provided in paragraph 5 hereof, shall deliver
687,273 of the Escrow
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Shares and the Escrow Property deposited in escrow with respect to such Escrow
Shares, to the respective Shareholders, if, and only if, one of the following
conditions is met:
(i) the Company's net income before provision for income
taxes and exclusive of any extraordinary earnings (all
as audited and determined by the Company's independent
public accountants) (the "Minimum Pretax Income")
amounts to at least $1.4 million for either the fiscal
year ending on September 30, 1998 or for the fiscal year
ending on September 30, 1999; or
(ii) the Minimum Pretax Income amounts to at least $2.3
million for the fiscal year ending on September 30,
2000; or
(iii) the Minimum Pretax Income amounts to at least $3.4
million for the fiscal year ending on September 30,
2001; or
(iv) the Minimum Pretax Income amounts to at least $4.5
million for the fiscal year ending on September 30,
2002; or
(v) the Minimum Pretax Income amounts to at least $6.8
million for the fiscal year ending on September 30,
2003; or
(vi) commencing at the Effective Date and ending 18 months
after the Effective Date, the Bid Price of the Company's
Common Stock shall average in excess of $12.00 per share
(subject to adjustment in the event of any reverse stock
splits or other similar events) for 30 consecutive
business days; or
(vii) commencing 18 months from the Effective Date and ending
36 months after the Effective Date, the Bid Price shall
average in excess of $15.00 per share (subject to
adjustment in the event of any reverse stock splits or
other similar events) for 30 consecutive business days.
(viii) the Company is acquired by or merged into another entity
in a transaction in which shareholders of the Company
receive per share consideration at least equal to the
level set forth in (vi) above.
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(b) The Escrow Agent, upon notice to such effect from the Company as
provided in paragraph 5 hereof, shall deliver the remaining 687,273 Escrow
Shares, together with stock powers executed in blank, and the Escrow Property
deposited in escrow with respect to such Escrow Shares, to the respective
Shareholders, if, and only if, one of the following conditions is met:
(i) the Minimum Pretax Income amounts to at least $2.3
million for either the fiscal year ending on September
30, 1998 or for the fiscal year ending on September 30,
1999; or
(ii) the Minimum Pretax Income amounts to at least $3.4
million for the fiscal year ending on September 30,
2000; or
(iii) the Minimum Pretax Income amounts to at least $4.5
million for the fiscal year ending on September 30,
2001; or
(iv) the Minimum Pretax Income amounts to at least $5.6
million for the fiscal year ending on September 30,
2002; or
(v) the Minimum Pretax Income amounts to at least $7.9
million for the fiscal year ending on September 30,
2003; and
(vi) commencing at the Effective Date and ending 18 months
after the Effective Date, the Bid Price of the Company's
Common Stock shall average in excess of $13.30 per share
(subject to adjustment in the event of any reverse stock
splits or other similar events) for 30 consecutive
business days; or
(vii) commencing 18 months from the Effective Date and ending
36 months after the Effective Date, the Bid Price shall
average in excess of $16.75 per share (subject to
adjustment in the event of any reverse stock splits or
other similar events) for 30 consecutive business days.
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(viii) the Company is acquired by or merged into another entity
in a transaction in which shareholders of the Company
receive per share consideration at least equal to the
level set forth in (vi) above.
(c) As used in this Section 4, the term "Closing Price" shall be
subject to adjustments in the event of any stock dividend, stock distribution,
stock split or other similar event and shall mean:
(i) If the principal market for the Common Stock is a
national securities exchange or the Nasdaq National
Market, the closing sales price of the Common Stock as
reported by such exchange or market, or on a
consolidated tape reflecting transactions on such
exchange or market; or
(ii) if the principal market for the Common Stock is not a
national securities exchange or the Nasdaq National
Market and the Common Stock is quoted on the Nasdaq
SmallCap Market, the closing bid price of the Common
Stock as quoted on the Nasdaq SmallCap Market; or
(iii) if the principal market for the Common Stock is not a
national securities exchange or the Nasdaq National
Market and the Common Stock is not quoted on the Nasdaq
SmallCap Market, the closing bid for the Common Stock as
reported by the National Quotation Bureau, Inc. ("NQB")
or at least two market makers in the Common Stock if
quotations are not available from NQB but are available
from market makers.
(d) The determination of Minimum Pretax Income shall be determined by
the Company's independent public accountants in accordance with U.S. generally
accepted accounting principles provided that such determination is calculated
exclusive of any extraordinary earnings or charges (including any charges
incurred by the Company in connection with the release from escrow of the Escrow
Shares and any Escrow Property in respect thereof pursuant to the provisions of
this paragraph 4).
-5-
(e) In the event of any issuance (such issuance being herein called a
"Change of Shares") of additional shares of Common Stock (or securities
convertible into or exchangeable for Common Stock without the payment of
additional consideration, referred to as "Convertible Securities") after the
Effective Date, then each of the Minimum Pretax Income amounts set forth in
subparagraph (a) above shall be increased to an amount (the "Adjusted Minimum
Pretax Income") calculated in accordance with the formula set forth in
subparagraph (ii) below.
(i) For purposes of the foregoing paragraph, a Change of
Shares shall exclude shares of Common Stock sold in the
Public Offering, Common Stock or Convertible Securities
issued in connection with a stock split or stock
dividend or distribution, and Common Stock issued upon
the exercise of options or warrants granted prior to the
effective date, but shall include any shares of Common
Stock or Convertible Securities that are issued upon the
exercise of the Class A Warrants, the Class B Warrants
or any other options or warrants granted after the
Effective Date by the Company.
(ii) Each Adjusted Minimum Pretax Income amount shall be
calculated by multiplying the applicable Minimum Pretax
Income amount prior to the Change of Shares by a
fraction, the numerator of which shall be the weighted
average number of shares of Common Stock outstanding
during the fiscal year for which the determination is
being made (including the Escrow Shares, any shares of
Common Stock issuable upon the conversion of any
Convertible Securities and any shares of Common Stock
issuable upon the exercise of warrants and options
outstanding immediately prior to the effective date, but
excluding treasury stock), and the denominator of which
shall be the sum of (x) the number of shares of Common
Stock outstanding on the Effective Date (including the
Escrow Shares and any shares of Common Stock issuable
upon the conversion of Convertible Securities or the
exercise of warrants and options outstanding immediately
prior to the Effective
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Date) plus (y) the number of shares of Common Stock sold
by the Company pursuant to the Prospectus included in
the Registration Statement, after adjustment for any
stock dividends, stock splits or similar events. The
Adjusted Minimum Pretax Income amounts shall be
calculated successively whenever such a Change of Shares
occurs.
(f) If the Escrow Agent has not received the notice provided for in
Paragraph 5 hereof on or prior to December 31, 2002, the Escrow Agent shall
deliver the certificates representing the remaining Escrow Shares, together with
stock powers executed in blank, and any related Escrow Property to the Company
to be placed in the Company's treasury for cancellation thereof as a
contribution to capital. After such date, the Shareholders shall have no
further rights as a shareholder of the Company with respect to any of the
canceled Escrow Shares.
5. Upon the occurrence or satisfaction of any of the events or
conditions specified in Paragraph 4 hereof, the Company shall promptly give
appropriate notice to the Escrow Agent, the Underwriter (and if the transfer
agent of the Company's Common Stock is different from the Escrow Agent, such
transfer agent) and present such documentation as is reasonably required by the
Escrow Agent to evidence the satisfaction of such conditions.
6. It is understood and agreed by the parties to this Agreement as
follows:
(a) The Escrow Agent is not and shall not be deemed to be a trustee
for any party for any purpose and is merely acting as a depository and in a
ministerial capacity hereunder with the limited duties herein prescribed.
(b) The Escrow Agent does not have and shall not be deemed to have any
responsibility in respect of any instruction, certificate or notice delivered to
it or of the
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Escrow Shares or any related Escrow Property other than faithfully to carry out
the obligations undertaken in this Agreement and to follow the directions in
such instruction or notice provided in accordance with the terms hereof.
(c) The Escrow Agent is not and shall not be deemed to be liable for
any action taken or omitted by it in good faith and may rely upon, and act in
accordance with, the advice of its counsel without liability on its part for any
action taken or omitted in accordance with such advice. In any event, its
liability hereunder shall be limited to liability for gross negligence, willful
misconduct or bad faith on its part.
(d) The Escrow Agent may conclusively rely upon and act in accordance
with any certificate, instruction, notice, letter, telegram, cablegram or other
written instrument believed by it to be genuine and to have been signed by the
proper party or parties.
(e) The Company agrees (i) to pay the Escrow Agent's reasonable fees
and to reimburse it for its reasonable expenses including attorney's fees
incurred in connection with duties hereunder and (ii) to save harmless,
indemnify and defend the Escrow Agent for, from and against any loss, damage,
liability, judgment, cost and expense whatsoever, including counsel fees,
suffered or incurred by it by reason of, or on account of, any misrepresentation
made to it or its status or activities as Escrow Agent under this Agreement
except for any loss, damage, liability, judgment, cost or expense resulting from
gross negligence, willful misconduct or bad faith on the part of the Escrow
Agent. The obligation of the Escrow Agent to deliver the Escrow Shares to either
the Shareholders or the Company shall be subject to the prior satisfaction upon
demand from the Escrow Agent, of the Company's obligations to so save harmless,
-8-
indemnify and defend the Escrow Agent and to reimburse the Escrow Agent or
otherwise pay its fees and expenses hereunder.
(f) The Escrow Agent shall not be required to defend any legal
proceeding which may be instituted against it in respect of the subject matter
of this Agreement unless requested to do so by the Shareholders and indemnified
to the Escrow Agent's satisfaction against the cost and expense of such defense
by the party requesting such defense. If any such legal proceeding is instituted
against it, the Escrow Agent agrees promptly to given notice of such proceeding
to the Shareholders and the Company. The Escrow Agent shall not be required to
institute legal proceedings of any kind.
(g) The Escrow Agent shall not, by act, delay, omission or otherwise,
be deemed to have waived any right or remedy it may have either under this
Agreement or generally, unless such waiver be in writing, and no waiver shall be
valid unless it is in writing, signed by the Escrow Agent, and only to the
extent expressly therein set forth. A waiver by the Escrow Agent under the term
of this Agreement shall not be construed as a bar to, or waiver of, the same or
any other such right or remedy which it would otherwise have on any other
occasion.
(h) The Escrow Agent may resign as such hereunder by giving 30 days
written notice thereof to the Shareholders and the Company. Within 20 days
after receipt of such notice, the Shareholders and the Company shall furnish to
the Escrow Agent written instructions for the release of the Escrow Shares and
any related Escrow Property (if such shares and property, if any, have not yet
been released pursuant to Paragraph 4 hereof) to a substitute Escrow Agent which
(whether designated by written instructions from the Shareholders and the
Company jointly or in the absence thereof by instructions from a court of
competent jurisdiction
-9-
to the Escrow Agent) shall be a bank or trust company organized and doing
business under the laws of the United States or any state thereof. Such
substitute Escrow Agent shall thereafter hold any Escrow Shares and any related
Escrow Property received by it pursuant to the terms of this Agreement and
otherwise act hereunder as if it were the Escrow Agent originally named herein.
The Escrow Agent's duties and responsibilities hereunder shall terminate upon
the release of all shares then held in escrow according to such written
instruction or upon such delivery as herein provided. This Agreement shall not
otherwise be assignable by the Escrow Agent without the prior written consent of
the Company.
7. The Shareholders shall have the sole power to vote the Escrow Shares
and any securities deposited in escrow under this Agreement while they are being
held pursuant to this Agreement.
8. (a) Each of the Shareholders agrees that during the term of this
Agreement he will not sell, transfer, hypothecate, negotiate, pledge, assign,
encumber or otherwise dispose of any or all of the Escrow Shares set forth
opposite his name on Exhibit A hereto, unless and until the Company shall have
---------
given the notice as provided in Paragraph 5. This restriction shall not be
applicable to transfers upon death, by operation of law, to family members of
the Shareholders or to any trust for the benefit of the Shareholders, provided
that such transferees agree to be bound by the provisions of this Agreement.
(b) The Shareholders will take any action necessary or appropriate,
including the execution of any further documents or agreements, in order to
effectuate the transfer of the Escrow Shares to the Company if required pursuant
to the provisions of this Agreement.
-10-
9. Each of the certificates representing the Escrow Shares will bear
legends to the following effect, as well as any other legends required by
applicable law:
(a) "The sale, transfer, hypothecation, negotiation, pledge,
assignment, encumbrance or other disposition of the shares
evidenced by this certificate are restricted by and are subject
to all of the terms, conditions and provisions of a certain
Escrow Agreement entered into among X.X. Xxxxx Investment
Banking Corp., Notify Corporation and its Shareholders, dated as
of January 27 , 1997, a copy of which may be obtained from the
Notify Corporation. No transfer, sale or other disposition of
these shares may be made unless specific conditions of such
agreement are satisfied.
(b) "The shares evidenced by this certificate have not been
registered under the Securities Act of 1933, as amended. No
transfer, sale or other disposition of these shares may be made
unless a registration statement with respect to these shares has
become effective under said act, or the Company is furnished
with an opinion of counsel satisfactory in form and substance to
it that such registration is not required."
Upon execution of this Agreement, the Company shall direct the
transfer agent for the Company to place stop transfer orders with respect to the
Escrow Shares and to maintain such orders in effect until the transfer agent and
the Underwriter shall have received written notice from the Company as provided
in Paragraph 5.
10. Each notice, instruction or other certificate required or permitted by
the terms hereof shall be in writing and shall be communicated by personal
delivery, fax or registered or certified mail, return receipt requested, to the
parties hereto at the addresses set forth below, or at such other address as any
of them may designate by notice to each of the others:
(i) If to the Company, to:
Notify Corporation
0000 Xxxxx Xx Xxxx Xxxx., Xxxxx 000
-00-
Xxx Xxxx, Xxxxxxxxxx 00000
Attn: Xxxx X. XxXxxx
(ii) If to the Shareholders to their respective addresses as
set forth on Exhibit A hereto.
(iii) If to the Escrow Agent, to:
American Stock Transfer & Trust Company
00 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
(iv) If to the Underwriter, to:
X.X. Xxxxx Investment Banking Corp.
00 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxxxx X. Xxxx, Esq.
Fax: 000-000-0000
All notices, instructions or certificates given hereunder to the Escrow Agent
shall be effective upon receipt by the Escrow Agent. All notices given
hereunder by the Escrow Agent shall be effective and deemed received upon
personal delivery or transmission by fax or, if mailed, five (5) calendar days
after mailing by the Escrow Agent.
A copy of all communications sent to the Company, the Shareholders or
the Escrow Agent shall be sent by ordinary mail to Xxxxxx Xxxxxxx Xxxxxxxx &
Xxxxxx, 000 Xxxx Xxxx Xxxx, Xxxx Xxxx, Xxxxxxxxxx 00000, Attention: Xxxxx X.
Xxxxxx, Xx., Esq. A copy of all communications sent to the Underwriter shall be
sent by ordinary mail to Bachner, Tally, Xxxxxxx & Xxxxxx LLP, 000 Xxxxxxx
Xxxxxx, Xxx Xxxx, XX 00000, Attention: Xxxx Xxxxxxx, Esq.
11. Except as set forth in paragraph 12 hereof, this Agreement may not be
modified, altered or amended in any material respect or cancelled or terminated
except with the prior consent of the holders of all of the outstanding shares of
Common Stock of the Company.
-12-
12. In the event that (i) the Registration Statement is not declared
effective by the SEC within one year from the date of the filing of the
Registration Statement with the SEC or (ii) the Public Offering is not
consummated within twenty-five (25) days of the Effective Date of the
Registration Statement, this Agreement shall terminate and be of no further
force and effect and the Escrow Agent, upon written notice from both the Company
and the Underwriter in accordance with paragraph 10 hereof of such termination,
will return the Escrow Shares and any Escrow Property in respect thereof to the
Shareholders.
13. This Agreement shall be governed by and construed in accordance with
the laws of New York and shall be binding upon and inure to the benefit of all
parties hereto and their respective successors in interest and assigns.
14. This Agreement may be executed in several counterparts, which taken
together shall constitute a single instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed by their duly authorized officers on the day and year first above
written.
NOTIFY CORPORATION
By: _________________________
Title: ______________________
AMERICAN STOCK TRANSFER
& TRUST COMPANY
By: _________________________
Title: ______________________
SHAREHOLDER
_____________________________
_____________________________
(Name, printed or typed)
Name and title of signatory if signatory is an entity
_____________________________
_____________________________
[SIGNATURE PAGE TO ESCROW AGREEMENT]
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EXHIBIT A
NOTIFY CORPORATION
SHAREHOLDER ESCROW SHARES ESCROW WARRANTS
Xx. Xxxxxxx Xxxxxx 18,901 0
0000 Xxxxxxxx Xxxx
Xxxxx Xxxxx, XX 00000
Xx. Xxxx Xxxx 25,201 0
0 Xxxxx Xxxx
Xxx Xxxxxx, XX 00000
Mr. Xxxx Xxxxxxx 39,712 4,154
00000 Xxxxxx Xxxx
Xxxxxxx, XX 00000
Xx. Xxxx Xxxxxxxx 1,444 414
000 Xxxx Xxx Xxxxxx, Xxx. X
Xxxxx Xxxx, XX 00000
Xx. Xxxxx Xxxxxx 29,611 0
0000 Xxxx Xxxxxxxxx
Xxxxx Xxxxx, XX 00000
Xx. Xxxx Xxxxxxxx 3,572 1,038
00000 Xxxxxxxx Xxxx
Xxx Xxxxx Xxxxx, XX 00000
Xx. Xxxxxx Blockhas 5,040 0
Xxx Xxxxx Xxxxxx, Xxxxx 00
Xxx Xxxxx, XX 00000
Xx. Xxxxxx Xxxxxxxx 3,533 1,038
000 Xxxxxx Xxxxx
Xxx Xxxx, XX 00000
Mr. Xxxxx Xxxxxx 12,600 0
Hanabusa Investments
0000 Xxxxxx Xxx.
Xxxx Xxxx, XX 00000-0000
-15-
SHAREHOLDER ESCROW SHARES ESCROW WARRANTS
UMB Bank N.A. Trustee to the 2,520 0
Xxxxxxx, Phleger & Xxxxxxxx
Retirement Savings Plan FBO
Xxxx Xxxxxxx
Xxxxxxx, Phleger & Xxxxxxxx
0000 Xxxx Xxxx
Xxxx Xxxx, XX 00000
Mr. Xxxxxxx Xxxx 6,825 0
0000 Xxx Xxx Xxxxxx
Xxx Xxxx, XX 00000
Xx. Xxxxxxx Xxxxxxxx 0 2,520
000 Xxxxxxxxx Xxxxxx
Xxx Xxxxx, XX 00000
Xx. Xxxx Xx Xxx 25,201 3,150
000 Xxxxxxxxxx Xx.
Xxxxxxxxxx, XX 00000
Xx. Xxxx XxXxxx 187,014 60,396
000 Xxxxxx Xxxx
Xxx Xxxxx, XX 00000
Xxxx X. XxXxxx 126,011 0
Xxxxx Xxxxxx as XXX Custodian
Account 504-66920-17-050
000 Xxxxxx Xxxx
Xxx Xxxxx, XX 00000
Xx. Xxxxxx Xxxxxx 18,901 0
0000 Xxxxxxxxx Xx.
Xxxxx Xxxxx, XX 00000
Xx. Xxxx Xxxxx 2,520 0
0000 Xxxxxxx Xxxxx
Xxxxxxxxx, XX 00000
Mr. Xxxx Xxxxxx 3,780 0
000 Xxxxxxx Xxx.
Xxx Xxxxx, XX 00000
-16-
SHAREHOLDER ESCROW SHARES ESCROW WARRANTS
Xx. Xxxxx Xxxxxxxxx 3,938 0
0000 Xxxxxxxx Xxxxx
Xxxxxxxxx, XX 00000
Xx. Xxxx Xxxxxx 6,300 0
0000 Xxxxx Xxxx
Xxxxxx, XX 00000
Xxxxx Xxxxxx XXX Custodian FBO 12,600 0
Xxxxxxx Xxxxx
00 Xxxxxxx Xxxx
Xxxxxxxx, XX 00000
Mr. Xxxx Xxxxxxxx 18,901 9,450
00000 Xxxxxxx Xxxxx
Xxx Xxxxx, XX 00000
Xx. Xxxxxxx La Vaute 6,300 0
00000 Xxxx Xxx
Xxx Xxxxx Xxxxx, XX 00000
Xx. Xxxxxx Xxxxxx 149,616 0
000 Xxxxxxx Xxxxx
Xxx Xxxx, XX 00000
Xx. Xxxxxx Xxxxxxx 6,300 3,150
000 Xxxxxxx Xx.
Xxxxxxxx, XX 00000
Xx. Xxxxxxx Xxxxxxxxxx 5,040 0
Atlantis Investment Inc.
000 X. Xxxx Xxxxxx
Xxxxxxxx, Xxxxxxxx 00000
Xx. Xxxxxx Xxxxxxx 9,927 1,038
0000 Xxxxxxxxxx Xx. # 000
Xxx Xxxxxxxxx, XX 00000
Mr. Xxxxx Xxxxxx 3,150 0
000 Xxxxx Xxxxx Xxxx
Xxx Xxxxx, XX 00000
-17-
SHAREHOLDER ESCROW SHARES ESCROW WARRANTS
Xxxxx X. Xxxxxx, Xx. & Xxxx Xxx 7,750 414
Xxxxxx Xxxxxx Trustees, Xxxxxx
Family Trust U/A DTD 7/6/88
00000 Xxxxxxxx Xx.
Xxx Xxxxx, XX 00000
Xx. Xxxxxxxxx XxXxxxxx 64,915 4,154
SIPPL XxxXxxxxx Ventures, L.P.
0 Xxxxx Xxxxx
Xxxxx Xxxx, XX 00000
Xx. Xxx XxXxxxxx 6,300 0
XX Xxx 000
000 Xxxxxxx Xx
Xxx Xxxxxxxxxx, XX 00000-0000
Xx. Xxxxxx XxXxx 630 0
000 Xxxxxx Xxx.
Xxxxx Xxxx, XX 00000
The Living Trust of Xxxxxxxx F. 6,300 0
Xxxxxxx DTD 9/23/94
0 Xxxxxxxxx Xx.
Xxxxxxx Xxxxxx, XX 00000
Mr. Xxxx Xxxxxxxxxx 646 41
0000 Xxx Xxxxxx Xxxxx
Xxxxx Xxxx, XX 00000
Xx. Xxxx Xxxxxx 0 544
Oakmead Investors
000 Xxx Xxxxxxx Xx.
Xxx Xxxxx, XX 00000
Mr. Xxxx Xxxxxx 5,040 0
0000 Xxxxxxxx Xxx.
Xxxxxxx, XX 00000
Xx. Xxxxxxx Xxxx 9,450 0
0000 Xxxxxxx Xxx. Xxx
Xxx Xxxx, XX 00000
-18-
SHAREHOLDER ESCROW SHARES ESCROW WARRANTS
Xx. Xxxxxx Xxxxxx 0 1,260
000 Xxxxx Xxxxx Xxxx
Xxxxxxx, XX 00000
Xx. Xxxxxxx Xxxxxx 11,927 1,306
Xxxxxx Family Limited Partnership
000 Xxxxxxxxxxx Xxxx
Xxxxxx, XX 00000-0000
Xx. Xxxx Xxxxxxx Xx. 18,901 0
0000 Xxx Xxxxxx Xxx
Xxxxx Xxxxx, XX 00000
Mr. Xxxxxxx Xxxxxx 1,890 0
000 Xxxxx Xxxxxxx Xx.
Xxxxx 000
Xxxxx Xxxx, XX 00000
Xx. Xxxxxxx Xxxxx 12,600 0
0000 Xxxxxxx Xx.
Xxxxx Xxxxx, XX 00000-0000
Xx. Xxxxxx Xxxxxx 6,300 0
00000 Xxxxxxxx Xxxx
Xxxxxxxx, XX 00000
Xxxxxxxx Xxxxxx and Xxxxx Xxxxxx, 2,520 0
as Trustees of the Ramesh Family
Trust, DTD 1/23/96
000 Xxxxxxxxxx Xxx
Xxxxxxxxx, XX 00000
Xx. Xxxxxx Xxxx 52,364 15,751
0000 Xxxxx Xxxx Xxx.
Xxxxxxx, XX 00000
Mr. Xxxxx Xxxx 630 0
0000 Xxxxxxx Xxx.
Xxxx Xxxx, XX 00000
Xx. Xxxx Xxxxx 31,502 0
0000 Xxxxxx Xx.
Xxxxxxxx, XX 00000
-19-
SHAREHOLDER ESCROW SHARES ESCROW WARRANTS
Mr. Xxxxxxx Xxxxx 32,456 2,077
00000 Xxxxxxxxxx Xxxx
Xxxxxxxx, XX 00000
Xxxxx Xxxxxxx as Custodian FBO Gene 6,300 0
F. Xxxxxxx XXX Account 560-64596
00 Xxxxxx Xxxx
Xxxxxxxx, XX 00000
Xx. Xxxxxxx Xxxxxxxxxx 6,300 0
00000 Xxxx Xxx Xx.
Xxxxxxxx, XX 00000
Xx. Xxxxxx Xxxxxxxx 2,520 0
0000 Xx. Xxxxxxx Xxx.
Xxxxxxxx, XX 00000
Xx. Xxxx Xxxxxxx 14,747 9,450
000 Xxxxxxxxxx Xx.
Xxxxxxxx Xxxx, XX 00000-0000
Wakerly Trust Agreement DTD 18,361 4,154
June 10, 1996
000 Xxxxxxxxxx Xx.
Xxxxxxxx Xxxx, XX 00000-0000
Mr. Xxxxxx Xxxxxx 0 1,260
0000 Xxx Xxxxxx Xx.
Xxx Xxxxx, XX 00000
Xx. Xxxxx Xxxxxxx 87,945 0
00 Xxxxxxxx Xxxxx
Xxxxxxx Xxxxxx, XX 00000
Xx. Xxxxxx Xxxx 42,659 0
00000 Xx Xxxxxx Xxxxx
Xxx Xxxxx Xxxxx, XX 00000
Xx. Xxxxx Xxxxxx 13,861 0
00000 Xxxxxx Xxxx
Xxx Xxxxx Xxxxx, XX 00000
-20-
SHAREHOLDER ESCROW SHARES ESCROW WARRANTS
Xx. Xxxx Xx 630 0
c/o Notify Corporation
0000 Xxxxx Xx Xxxx Xxxx., Xxxxx 000
Xxx Xxxx, XX 00000
Xx. Xxxx Xxxxxx 2,520 0
000 Xxxxx Xxxxxxx Xx.
Xxxxxxx Xxxx, XX 00000
Xx. Xxxx Xxxx 45,364 0
Bayview Investors, Ltd
Attn: Xxxxxxx Xxxxx
000 Xxxxxxxxxx Xxxxxx
Xxx Xxxxxxxxx, XX 00000
TOTALS 1,247,786 126,759
-21-
