EXHIBIT 4
STOCKHOLDERS AGREEMENT
THIS STOCKHOLDERS AGREEMENT, dated March 20, 2001, is made and entered
into by and among Citrix Systems, Inc., a Delaware corporation ("Parent"),
Soundgarden Acquisition Corp., a Delaware corporation and wholly-owned
subsidiary of Parent ("Merger Sub"), each stockholder who is a signatory hereto
(each a "Stockholder", and collectively, the "Stockholders") and Sequoia
Software Corporation, a Maryland corporation (the "Company") (being a party
solely with respect to Section 5 hereof).
W I T N E S S E T H:
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WHEREAS, concurrently with the execution and delivery of this Agreement,
Parent, Merger Sub and the Company are entering into an Agreement and Plan of
Merger (as such agreement may hereafter be amended from time to time, the
"Merger Agreement"; capitalized terms used and not defined herein have the
respective meanings ascribed to them in the Merger Agreement), pursuant to which
Merger Sub will be merged with and into the Company (the "Merger");
WHEREAS, in furtherance of the Merger, Parent and the Company desire that,
as soon as practicable after the public announcement of the execution and
delivery of the Merger Agreement, Merger Sub shall commence a cash tender offer
to purchase all outstanding shares of Company Common Stock (as defined in
Section 1), including all of the Shares (as defined in Section 2) owned
beneficially by the Stockholders; and
WHEREAS, as an inducement and a condition to entering into the Merger
Agreement, Parent has required that the Stockholders agree, and the Stockholders
have agreed, to enter into this Agreement.
NOW, THEREFORE, in consideration of the foregoing and the mutual premises,
representations, warranties, covenants and agreements contained herein, the
parties hereto, intending to be legally bound, hereby agree as follows:
SECTION 1. Definitions. For purposes of this Agreement:
(a) "Beneficially Own" or "Beneficial Ownership" with respect to any
securities shall mean having "beneficial ownership" of such securities (as
determined pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as
amended (the "Exchange Act")), including pursuant to any agreement, arrangement
or understanding, whether or not in writing. Without duplicative counting of the
same securities by the same holder, securities Beneficially Owned by a Person
shall include securities Beneficially Owned by all other Persons with whom
such Person would constitute a "group" as within the meanings of Section
13(d)(3) of the Exchange Act.
(b) "Company Common Stock" shall mean at any time the common stock,
$.001 par value, of the Company.
(c) "Person" shall mean an individual, corporation, partnership,
joint venture, association, trust, unincorporated organization or other entity.
SECTION 2. Tender of Shares.
(a) Each Stockholder hereby agrees to validly tender (and not to
withdraw) pursuant to and in accordance with the terms of the Offer, not later
than the fifth (5th) business day after commencement of the Offer pursuant to
Section 1.1 of the Merger Agreement and Rule 14d-2 under the Exchange Act, (i)
all of the shares of Company Common Stock Beneficially Owned by him or it on the
date hereof (the "Existing Shares"), and (ii) any additional shares of Company
Common Stock acquired by such Stockholder after the date hereof and prior to the
termination of the Offer (the "Additional Shares" and, together with the
Existing Shares, the "Shares"). Schedule I hereto sets forth opposite such
Stockholder's name the number of Existing Shares and the number of shares of
Company Common Stock subject to options, warrants or other securities
convertible into or exercisable for shares of Company Common Stock (the
"Options") Beneficially Owned by him or it on the date hereof. Each Stockholder
hereby acknowledges and agrees that the Merger Sub's obligation to accept for
payment and pay for Shares in the Offer, including the Shares Beneficially Owned
by such Stockholder, is subject to the terms and conditions of the Offer. Parent
acknowledges and agrees that this Agreement shall not be binding upon such
Stockholder in the event that the Merger Agreement shall be amended by the
parties thereto to lower or change the form of consideration set forth in the
definition of Offer Consideration (as defined in the Merger Agreement).
(b) Upon full payment by Parent or Merger Sub for Shares tendered,
the transfer by each Stockholder of his or its Shares to Merger Sub in the Offer
shall pass to and unconditionally vest in Merger Sub good and valid title to the
number of Shares set forth opposite such Stockholder's name on Schedule I hereto
and to any Additional Shares, free and clear of all claims, liens, restrictions,
security interests, pledges, limitations and encumbrances whatsoever.
(c) Each Stockholder hereby agrees to permit Parent and Merger Sub
to publish and disclose in the Offer Documents and, if Company Stockholder
Approval is required under applicable law, the Proxy Statement (including all
documents and schedules filed with the SEC) his or its identity and ownership of
Company Common Stock and the nature of his or its commitments, arrangements and
understandings under this Agreement.
SECTION 3. Provisions Concerning Company Common Stock.
(a) Each Stockholder hereby agrees that during the period commencing
on the date hereof and continuing until the first to occur of the Effective Time
or termination of the Merger Agreement in accordance with its terms, at any
meeting of the holders of Company Common Stock, however called, or in connection
with any written consent of the holders of Company Common Stock, such
Stockholder shall vote (or cause to be voted) the Shares held of record or
Beneficially Owned by such Stockholder, whether issued, heretofore owned or
hereafter acquired, (i) in favor of the Merger, the execution and delivery by
the Company of the Merger Agreement and the approval of the terms thereof and
each of the other actions contemplated by the Merger Agreement and this
Agreement and any actions required in furtherance thereof and hereof; (ii)
against any action or agreement that would result in a breach in any respect of
any covenant, representation or warranty or any other obligation or agreement of
the Company under the Merger Agreement or this Agreement; and (iii) except as
otherwise agreed to in writing in advance by Parent, against the following
actions (other than the Merger and the transactions contemplated by the Merger
Agreement): (A) any extraordinary corporate transaction, such as a merger,
consolidation or other business combination involving the Company or its
subsidiaries; (B) a sale, lease or transfer of a material amount of assets of
the Company or its subsidiaries, or a reorganization, recapitalization,
dissolution or liquidation of the Company or its subsidiaries; (C) (1) any
change in a majority of the persons who constitute the board of directors of the
Company; (2) any change in the present capitalization of the Company or any
amendment of the Company's Certificate of Incorporation or Bylaws; (3) any other
material change in the Company's corporate structure or business; or (4) any
other action which, in the case of each of the matters referred to in clauses C
(1), (2), (3) or (4), is intended, or could reasonably be expected, to impede,
interfere with, delay, postpone, or materially adversely affect the Merger and
the transactions contemplated by this Agreement and the Merger Agreement. Such
Stockholder shall not enter into any agreement or understanding with any person
or entity the effect of which would be inconsistent or violative of the
provisions and agreements contained in this Section 3.
(b) Each Stockholder hereby grants to Parent a proxy to vote the
Shares of such Stockholder solely as to the matters set forth in Section 3(a)
(i) through (iii). Each Stockholder intends such proxy to be irrevocable and
coupled with an interest and will take such further action or execute such other
instruments as may be necessary to effectuate the intent of this proxy and
hereby revokes any proxy previously granted by Stockholder with respect to such
Shares.
SECTION 4. Other Covenants, Representations and Warranties. Each
Stockholder hereby represents and warrants to Parent as follows:
(a) Ownership of Shares and Options. Such Stockholder is either (i)
the record and Beneficial Owner of, or (ii) the Beneficial Owner but not the
record holder of, the number of Existing Shares and Options set forth opposite
such Stockholder's name on Schedule I hereto. On the date hereof, the Existing
Shares and Options set forth opposite such Stockholder's name on Schedule I
hereto constitute all of the Shares and Options owned of record or Beneficially
Owned by such Stockholder. Such Stockholder has sole voting power and sole power
to issue instructions with respect to the matters set forth in Sections 2 and 3
hereof, sole
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power of disposition, sole power of conversion, sole power to demand appraisal
rights and sole power to agree to all of the matters set forth in this
Agreement, in each case with respect to all of the Existing Shares and Options
set forth opposite such Stockholder's name on Schedule I hereto, with no
limitations, qualifications or restrictions on such rights, subject to
applicable securities laws and the terms of this Agreement.
(b) Power; Binding Agreement. Such Stockholder has the legal
capacity, power and authority to enter into and perform all of such
Stockholder's obligations under this Agreement. The execution, delivery and
performance of this Agreement by such Stockholder will not violate any other
agreement to which such Stockholder is a party. This Agreement has been duly and
validly executed and delivered by such Stockholder and constitutes a valid and
binding agreement of such Stockholder, enforceable against such Stockholder in
accordance with its terms. There is no beneficiary or holder of a voting trust
certificate or other interest of any trust of which such Stockholder is trustee
whose consent is required for the execution and delivery of this Agreement or
the consummation by such stockholder of the transactions contemplated hereby.
(c) No Conflicts. That (i) no filing with, and no permit,
authorization, consent or approval of, any state or federal public body or
authority is necessary for the execution of this Agreement by such Stockholder
and the consummation by such Stockholder of the transactions contemplated hereby
and (ii) none of the execution and delivery of this Agreement by such
Stockholder, the consummation by such Stockholder of the transactions
contemplated hereby or compliance by such Stockholder with any of the provisions
hereof shall (A) conflict with or result in any breach of any applicable
organizational documents applicable to such Stockholder, (B) result in a
violation or breach of, or constitute (with or without notice or lapse of time
or both) a default (or give rise to any third party right of termination,
cancellation, material modification or acceleration) under any of the terms,
conditions or provisions of any note, bond, mortgage, indenture, license,
contract, commitment, arrangement, understanding, agreement or other instrument
or obligation of any kind to which such Stockholder is a party or by which such
Stockholder or any of such Stockholder's properties or assets may be bound, or
(C) violate any order, writ, injunction, decree, judgment, order, statute, rule
or regulation applicable to such Stockholder or any of such Stockholder's
properties or assets, except, in the case of clauses (B) and (C), for
violations, breaches or defaults that individually or in the aggregate would not
impair the ability of the Stockholder to perform such Stockholder's obligations
under this Agreement.
(d) No Encumbrances. Except as applicable in connection with the
transactions contemplated by Section 2 hereof, such Stockholder's Shares and the
certificates representing such Shares and such Stockholder's Options are now,
and at all times during the term hereof will be, held by such Stockholder, or by
a nominee or custodian for the benefit of such Stockholder, free and clear of
all liens, claims, security interests, proxies, voting trusts or agreements,
understandings or arrangements or any other encumbrances whatsoever, except for
any such encumbrances or proxies arising hereunder.
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(e) No Finder's Fees. No broker, investment banker, financial
adviser or other person is entitled to any broker's, finder's, financial
adviser's or other similar fee or commission in connection with the transactions
contemplated hereby based upon arrangements made by or on behalf of such
Stockholder.
(f) No Solicitation. No Stockholder shall, in his or its capacity as
such, directly or indirectly, solicit (including by way of furnishing
information) or respond to any inquiries or the making of any proposal by any
person or entity (other than Parent or any affiliate of Parent) with respect to
the Company that constitutes an Acquisition Proposal. If any Stockholder
receives any such inquiry or proposal, then such Stockholder shall promptly
inform Parent of the terms and conditions, if any, of such inquiry or proposal
and the identity of the person making such proposal. Each Stockholder will
immediately cease and cause to be terminated any existing activities,
discussions or negotiations with any parties conducted heretofore with respect
to any of the foregoing.
(g) Restriction on Transfer, Proxies and Non-Interference. Except as
applicable in connection with the transactions contemplated by Sections 2 and 3
hereof, no Stockholder shall, directly or indirectly: (i) offer for sale, sell,
transfer, tender, pledge, encumber, assign or otherwise dispose of, or enter
into any contract, option or other arrangement or understanding with respect to
or consent to the offer for sale, sale, transfer, tender, pledge, encumbrance,
assignment or other disposition of, any or all of such Stockholder's Shares or
Options or any interest therein; (ii) grant any proxies or powers of attorney,
deposit any Shares into a voting trust or enter into a voting agreement with
respect to any Shares; or (iii) take any action that would make any
representation or warranty of such Stockholder contained herein untrue or
incorrect or have the effect of preventing or disabling such Stockholder from
performing such Stockholder's obligations under this Agreement.
(h) Waiver of Appraisal Rights. Each Stockholder hereby waives any rights
of appraisal or rights to dissent from the Merger that such Stockholder may
have.
(i) Reliance by Parent. Such Stockholder understands and
acknowledges that Parent and Merger Sub are entering into the Merger Agreement
in reliance upon such Stockholder's execution and delivery of this Agreement.
(j) Further Assurances. From time to time, at the other party's
request and without further consideration, each party hereto shall execute and
deliver such additional documents and take all such further lawful action as may
be necessary or desirable to consummate and make effective, in the most
expeditious manner practicable, the transactions contemplated by this Agreement.
SECTION 5. Existing Shares; Stop Transfer.
(a) The Company represents and warrants to Parent and Merger Sub
that the aggregate number of Existing Shares set forth on Schedule I hereto
represents at least a majority
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of the outstanding shares of Company Common Stock on a fully-diluted basis (as
defined in the Merger Agreement).
(b) Each Stockholder agrees with, and covenants to, Parent that such
Stockholder shall not request that the Company and, the Company agrees that it
will not, register the transfer (book-entry or otherwise) of any certificate or
uncertificated interest representing any of such Stockholder's Shares, unless
such transfer is made in compliance with this Agreement (including the
provisions of Section 2 hereof). In the event of a stock dividend or
distribution, or any change in the Company Common Stock by reason of any stock
dividend, split-up, recapitalization, combination, exchange of shares or the
like, the term "Shares" shall be deemed to refer to and include the Shares as
well as all such stock dividends and distributions and any shares into which or
for which any or all of the Shares may be changed or exchanged.
SECTION 6. Termination. Except as otherwise provided herein, this
Agreement shall terminate upon the earlier of (i) termination of the Merger
Agreement in accordance with its terms or (ii) June 30, 2001, except that such
date shall be extended in the event that any party to the Merger Agreement is
seeking the approval of, or defending against any proceeding or claim made by, a
Governmental Entity (as defined in the Merger Agreement) until such approval,
proceeding or claim is obtained, completed, satisfied or dismissed, as
applicable.
SECTION 7. Stockholder Capacity. No person executing this Agreement who is
or becomes during the term hereof a director of the Company makes any agreement
or understanding herein in his or her capacity as such director. Each
Stockholder signs solely in his or her capacity as the record and Beneficial
Owner of, or the trustee of a trust whose beneficiaries are the Beneficial
Owners of, such Stockholder's Shares and Options.
SECTION 8. Confidentiality. The Stockholders recognize that successful
consummation of the transactions contemplated by this Agreement may be dependent
upon confidentiality with respect to the matters referred to herein. In this
connection, pending public disclosure thereof, each Stockholder hereby agrees
not to disclose or discuss such matters with anyone not a party to this
Agreement (other than such Stockholder's counsel and advisors, if any) without
the prior written consent of Parent, except for filings required pursuant to the
Exchange Act and the rules and regulations thereunder or disclosures such
Stockholder's counsel advises are necessary in order to fulfill such
Stockholder's obligations imposed by law, in which event such Stockholder shall
give notice of such disclosure to Parent as promptly as practicable so as to
enable Parent to seek a protective order from a court of competent jurisdiction
with respect thereto.
SECTION 9. Miscellaneous.
(a) Entire Agreement. This Agreement and the Merger Agreement
constitute the entire agreement between the parties with respect to the subject
matter hereof and supersedes all other prior agreements and understandings, both
written and oral, between the parties with respect to the subject matter hereof.
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(b) Certain Events. Notwithstanding any transfer of Shares or
Options, the transferor shall remain liable for the performance of all
obligations of the transferor under this Agreement.
(c) Assignment. This Agreement shall not be assigned by operation of
law or otherwise without the prior written consent of the other party, provided
that Parent may assign, in its sole discretion, its rights and obligations
hereunder to any direct or indirect wholly owned subsidiary of Parent, but no
such assignment shall relieve Parent of its obligations hereunder if such
assignee does not perform such obligations.
(d) Amendments, Waivers, Etc. This Agreement may not be amended,
changed, supplemented, waived or otherwise modified or terminated, with respect
to any one or more Stockholders, except upon the execution and delivery of a
written agreement executed by the relevant parties hereto; provided that
Schedule I hereto may be supplemented by Parent by adding the name and other
relevant information concerning any stockholder of the Company who agrees to be
bound by the terms of this Agreement without the agreement of any other party
hereto, and thereafter such added stockholder shall be treated as a
"Stockholder" for all purposes of this Agreement.
(e) Notices. All notices, requests, claims, demands and other
communications hereunder shall be in writing and shall be given (and shall be
deemed to have been duly received if so given) by hand delivery, telegram, telex
or telecopy, or by mail (registered or certified mail, postage prepaid, return
receipt requested) or by any courier service, such as Federal Express, providing
proof of delivery. All communications hereunder shall be delivered to the
respective parties at the following addresses:
If to Stockholder: At the addresses set forth on Schedule I hereto
Copies to: Fenwick & West LLP
000 Xxxxxxx Xxxxxx
Xxx Xxxxxxxxx, XX 00000
Attention: Xxxxxxx X. Xxxxx, Esq.
Telecopy: (000) 000-0000
If to Parent: Citrix Systems, Inc.
0000 XX 0xx Xxx
Xxxx Xxxxxxxxxx, XX 00000
Attention: General Counsel
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
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copies to: Xxxxx, Xxxxxxx & Xxxxxxxxx, LLP
000 Xxxx Xxxxxx
Xxxxxx, XX 00000
Attention: Xxxxxxxx X. Xxxxxxx, Esq.
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
or to such other address as the person to whom notice is given may have
previously furnished to the others in writing in the manner set forth above.
(f) Severability. Whenever possible, each provision or portion of
any provision of this Agreement will be interpreted in such manner as to be
effective and valid under applicable law but if any provision or portion of any
provision of this Agreement is held to be invalid, illegal or unenforceable in
any respect under any applicable law or rule in any jurisdiction, such
invalidity, illegality or unenforceability will not affect any other provision
or portion of any provision in such jurisdiction, and this Agreement will be
reformed, construed and enforced in such jurisdiction as if such invalid,
illegal or unenforceable provision or portion of any provision had never been
contained herein.
(g) Specific Performance. Each of the parties hereto recognizes and
acknowledges that (i) Parent will be irreparably damaged if for any reason any
Stockholder failed to tender, and not to withdraw, such Stockholder's Shares in
the Offer in accordance with this Agreement and (ii) a breach by the other party
of any covenants or agreements contained in this Agreement, in each case, will
cause the non-breaching party to sustain damages for which it would not have an
adequate remedy at law for money damages, and therefore each of the parties
hereto agrees that in the event of any such breach the aggrieved party shall be
entitled to the remedy of specific performance of such covenants and agreements
and injunctive and other equitable relief in addition to any other remedy to
which it may be entitled, at law or in equity.
(h) Remedies Cumulative. All rights, powers and remedies provided
under this Agreement or otherwise available in respect hereof at law or in
equity shall be cumulative and not alternative, and the exercise of any thereof
by any party shall not preclude the simultaneous or later exercise of any other
such right, power or remedy by such party.
(i) 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, and 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.
(j) No Third Party Beneficiaries. This Agreement is not intended to
be for the benefit of, and shall not be enforceable by, any person or entity who
or which is not a party hereto.
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(k) Governing Law. This Agreement shall be governed and construed in
accordance with the laws of the State of Delaware, without giving effect to the
principles of conflicts of law thereof.
(l) Jurisdiction. Each party hereby irrevocably submits to the
exclusive jurisdiction of the Court of Chancery in the State of Delaware in any
action, suit or proceeding arising in connection with this Agreement, and agrees
that any such action, suit or proceeding shall be brought only in such court
(and waives any objection based on forum non conveniens or any other objection
to venue therein); provided, however, that such consent to jurisdiction is
solely for the purpose referred to in this paragraph (l) and shall not be deemed
to be a general submission to the jurisdiction of said court or in the State of
Delaware other than for such purposes. Each party hereto hereby waives any right
to a trial by jury in connection with any such action, suit or proceeding.
(m) Descriptive Headings. The descriptive headings used herein are
inserted for convenience of reference only and are not intended to be part of or
to affect the meaning or interpretation of this Agreement.
(n) Counterparts. This Agreement may be executed in counterparts,
each of which shall be deemed to be an original, but all of which, taken
together, shall constitute one and the same Agreement.
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IN WITNESS WHEREOF, each of the parties hereto has caused this Stockholders
Agreement to be executed as of the date first written above in their individual
capacity or by their respective officers thereunto duly authorized, as
applicable.
CITRIX SYSTEMS, INC.
By: /s/ Xxxx X. Xxxxxxxxxx
---------------------------------------
Name: Xxxx X. Xxxxxxxxxx
Title: Chief Fianacial Officer,
Treasurer, Senior Vice President,
Finance and Administration
and Assistant Secretary
SOUNDGARDEN ACQUISITION CORP.
By: /s/ Xxxx X. Xxxxxxxxxx
---------------------------------------
Name: Xxxx X. Xxxxxxxxxx
Title: President and Chief Executive Officer
SEQUOIA SOFTWARE CORPORATION
(Solely with respect to Section 5)
By: /s/ Xxxxxxx X. Faint, Jr.
---------------------------------------
Name: Xxxxxxx X. Faint, Jr.
Title: Chief Executive Officer
SHAREHOLDERS:
XXXXX COMMUNICATIONS FUND, L.P.
By: Xxxxx Capital Partners, L.L.C.,
General Partner
By: /s/ Xxxx Xxxxx
---------------------------------------
Name: Xxxx Xxxxx
Title: Manager
ANTHEM CAPITAL, L.P.
By: Anthem Capital Partners, L.P.,
General Partner
By: Anthem Capital Partners, Inc.,
General Partner
By: /s/ Xxxxxxx X. Xxxx
---------------------------------------
Name: Xxxxxxx X. Xxxx
Title: President
FLANDERS LANGUAGE VALLEY
FUND, C.V.A.
By: /s/ Xxxxxx Xxxxxxxxx
---------------------------------------
Name: Xxxxxx Xxxxxxxxx
Title: Managing Director FLV Fund, CVA
/s/ Xxxx Xxxxx
---------------------------------------
Xxxx Xxxxx
SETHI FAMILY LLC
By: /s/ Xxxx Xxxxx
---------------------------------------
Name: Xxxx Xxxxx
Title: Managing Partner
/s/ Xxxx X. Xxxxx
---------------------------------------
Xxxx X. Xxxxx
/s/ Xxxxxxx X. Xxxxx
---------------------------------------
Xxxxxxx X. Xxxxx
/s/ Xxxx Wesker
---------------------------------------
Xxxx Wesker
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XXXX WESKER GRAT
By: /s/ Natasha Wesker
---------------------------------------
Name: Natasha Wesker
Title: Trustee
NATASHA WESKER GRAT
By: /s/ Xxxxxxx X. XxXxxx
---------------------------------------
Name: Xxxxxxx X. XxXxxx
Title: Trustee
M. WESKER IRREVOCABLE TRUST,
FBO NATASHA WESKER
By: /s/ Natasha Wesker
---------------------------------------
Name: Natasha Wesker
Title: Trustee
M. WESKER IRREVOCABLE TRUST,
FBO XXXXX XXXXX
By: /s/ Natasha Wesker
---------------------------------------
Name: Natasha Wesker
Title: Trustee
M. WESKER IRREVOCABLE TRUST,
FBO XXXXXXXXX XXXXXXXX
By: /s/ Xxxxxxxx Wesker
---------------------------------------
Name: Xxxxxxxx Wesker
Title: Trustee
M. WESKER IRREVOCABLE TRUST,
FBO XXXXX XXXXXX
By: /s/ Xxxxxxxx Wesker
---------------------------------------
Name: Xxxxxxxx Wesker
Title: Trustee
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M. WESKER IRREVOCABLE TRUST,
FBO XXXXXXXX WESKER
By: /s/ Xxxxxxxx Wesker
---------------------------------------
Name: Xxxxxxxx Wesker
Title: Trustee
M. WESKER IRREVOCABLE TRUST,
FBO XXXXXX & XXXXXX XXXXX
By: /s/ Xxxxxx Xxxxx
---------------------------------------
Name: Xxxxxx Xxxxx
Title: Trustee
By: /s/ Xxxxxx Xxxxx
---------------------------------------
Name: Xxxxxx Xxxxx
Title: Trustee
By: /s/ Natasha Wesker
---------------------------------------
Name: Natasha Wesker
Title: Trustee
M. WESKER IRREVOCABLE TRUST,
FBO XXXXX WESKER
By: /s/ Xxxxx X. Wesker
---------------------------------------
Name: Xxxxx X. Wesker
Title: Trustee
XXXXXXX AND XXXX FAINT
/s/ Xxxxxxx X. Faint, Jr.
---------------------------------------
Xxxxxxx X. Faint, Jr.
/s/ Xxxx X. Faint
---------------------------------------
Xxxx X. Faint
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FAINT FAMILY 2001 CRUT
By: /s/ Xxxxxxx X. Faint, Jr.
---------------------------------------
Name: Xxxxxxx X. Faint, Jr.
Title: Trustee
By: /s/ Xxxx X. Faint
---------------------------------------
Name: Xxxx X. Faint
Title: Trustee
FAINT FAMILY TRUST
By: /s/ Xxxx X. Faint
---------------------------------------
Name: Xxxx X. Faint
Title: Trustee
By: Xxxxx Investment Advisory & Trust
Company, Trustee
By: /s/ X.X. Xxxxxxxxx
---------------------------------------
Name: X.X. Xxxxxxxxx
Title: CFO
/s/ Xxxxxxx X. Xxxxx
---------------------------------------
Xxxxxxx X. Xxxxx
/s/ Xxxx X. Xxxxxxxx
---------------------------------------
Xxxx X. Xxxxxxxx
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SCHEDULE I TO
STOCKHOLDERS AGREEMENT
----------------------
Number of Existing Shares;
--------------------------
Name and Address of Stockholder: Options
-------------------------------- -------
1. Xxxxx Communications Fund, L.P.
000 Xxxxxxx Xxxxxx
Xxx Xxxx, XX 00000 Existing Shares: 7,386,800
2. Anthem Capital, Inc. Existing Shares: 2,149,531
00 Xxxxx Xxxxxxx Xxxxxx
Xxxxx 000 Options: 37,500 options
Xxxxxxxxx, XX 00000-0000 and 40,895 warrants
3. Flanders Language Valley Fund, C.V.A.
c/o FLV Management NV Existing Shares: 1,936,418
Flanders Language Valley 63
B-8900 IEPER
Belgium Options: 47,363 warrants
Attn: Xxxxxx Xxxxxxxxx
4. Xxxx Xxxxx(1)
Sequoia Software Corporation
0000 XxXxx Xxxx Existing Shares: 1,525,630
Xxxxxxxx, XX 00000
5. Xxxx X. Xxxxx
Sequoia Software Corporation Existing Shares: 50,000
0000 XxXxx Xxxx
Xxxxxxxx, XX 00000 Options: 75,250 options
6. Xxxxxxx X. Xxxxx Existing Shares: 1,110,436
Sequoia Software Corporation
0000 XxXxx Xxxx Options: 56,250 options
Xxxxxxxx, XX 00000
7. Xxxx X. Wesker(2) Existing Shares: 1,800,000
Sequoia Software Corporation
0000 XxXxx Xxxx Options: 225,000 options
Xxxxxxxx, XX 00000
8. Xxxxxxx X. Faint, Jr.(3) Existing Shares: 847,738
Sequoia Software Corporation
0000 XxXxx Xxxx Options: 412,500 options
Xxxxxxxx, XX 00000 and 38,231 warrants
9. Xxxxxxx X. Xxxxx Existing Shares: 6,000
Sequoia Software Corporation
0000 XxXxx Xxxx Options: 260,000 options
Xxxxxxxx, XX 00000
10. Xxxx X. Xxxxxxxx Existing Shares: 375,000
Sequoia Software Corporation
0000 XxXxx Xxxx Options: 800 options
Xxxxxxxx, XX 00000
Aggregate Number of Existing Shares: 17,187,553
(1) The number of Existing Shares includes shares held by (a) Xxxx Xxxxx and
(b) Sethi Family LLC (of which Xx. Xxxxx is a partner).
(2) The number of Existing Shares includes shares held by (a) Xxxx X. Wesker
and (b) related trusts. With respect to the representations made in
Section 4 of the Stockholders Agreement, all trustees of the trusts have
signed the Stockholders Agreement.
(3) The number of Existing Shares includes shares held by (a) Xxxxxxx X.
Faint, Jr., (b) Xxxxxxx X. Faint, Jr. and Xxxx X. Faint, and (c) related
trusts. With respect to the representations made in Section 4 of the
Stockholders Agreement, Xxxx X. Faint and all trustees of the trusts have
signed the Stockholders Agreement.
