SETTLEMENT AND VOTING AGREEMENT ("Agreement") dated June
12, 1997 among NetLive Communications, Inc., a Delaware
corporation ("NetLive" or the "Company"), May Xxxxx Group,
Inc., ("May Xxxxx"), Xxxx May, Dibo Xxxxx, Xxxxxx Xxx and
the seven investment funds listed on the signature pages
hereto to which Xx. Xxxxx acts as advisor (the "Funds" and
together with May Xxxxx and Messrs. May, Attar, and Xxx,
the "Subscribing Parties").
-------------------------------------------------------------
WHEREAS, the parties have agreed to enter into this
Agreement in order to resolve NetLive corporate governance issues;
WHEREAS, the Subscribing Parties are willing, among other
things, to define their rights with respect to voting of the voting securities
of the Company that are now or hereafter Subscribing Party Voting Securities
(defined below); and
WHEREAS, not later than the approval of this Agreement by
the Board of Directors of the Company, the Company and Xxxxxxxx Xxxxx will
have entered into a severance agreement in the form attached hereto as Annex B
providing for, among other things, Xx. Xxxxx'x resignation as President, Chief
Executive Officer, Principal Financial Officer and Treasurer of the Company.
NOW, THEREFORE, in consideration of the agreements, rights,
obligations, and covenants contained herein, the parties hereby agree as
follows:
1. Term. The term of this Agreement (the "Term") shall be
the period commencing on the date hereof and ending on the third anniversary
of the date hereof.
2. Voting.
2.1. The Subscribing Parties shall take such action as may
be required so that all of the Subscribing Party Voting Securities entitled to
vote during the Term are voted in accordance with this Section 2 as follows
and, subject to the requirements of the Securities Exchange Act of 1934, as
amended, use reasonable efforts to encourage holders of other voting
securities of the Company to so vote:
(a) At the 1997 annual meeting of the Company's shareholders
(the "1997 Annual Meeting"), provided that the Board complies with Section
3.1, (i) the Subscribing Party Voting Securities shall be voted in favor of
the election to the Board of Directors of NetLive (the "Board") of all the
Board's nominees, including, without limitation, in favor of Xxxxxxx
Xxxxxxxxxx as Chairman of the Board, if he is a Board nominee and (ii)
assuming approval by the shareholders of the Company of the Charter and By-law
amendments set forth in Section 2.1(b) hereof, the Subscribing Party Voting
Securities shall be voted in favor of the division of such nominees into the
classes proposed by the Board as set forth on Annex A hereto. At each
successive annual meeting of shareholders, or any other occasion when the
Company's directors are elected, during the Term of this Agreement, provided
that the Board complies with Section
3.1, the Subscribing Party Voting Securities shall be voted in favor of all
the Board's nominees. The Board's nominees for election at the 1997 Annual
Meeting and the proposed class divisions are set forth on Annex A hereto.
(b) At the 1997 Annual Meeting, the Subscribing Party Voting
Securities shall be voted in favor of amending the By-laws of the Company by
striking out Sections 1(a) and 1(c) of Article III of the By-laws in their
entirety and amending the Company's Certificate of Incorporation by adding new
Articles IX , X and XI to read as follows; provided however that in place of
the reference to the Class III Directors' Designee and the Subscribing Party
Designee in the form of Article XI set forth below, Article XI shall contain
the names of the individuals designated as Class III Directors' Designee and
Subscribing Party Designee pursuant to this Agreement:
"Article IX: Number of Directors: The number of directors of the
Corporation shall be seven."
"Article X: Classified Board of Directors. The directors, other than
those who may be elected by the holders of any class or series of
stock having a preference over the Common Stock as to dividends or
upon liquidation pursuant to the terms of this Certificate of
Incorporation or any resolution or resolutions providing for the
issuance of any such series of stock adopted by the Board of
Directors, shall be classified with respect to the time for which
they severally hold office into three classes, as nearly equal in
number as possible. The initial Class I Directors shall serve for a
term expiring at the first annual meeting of stockholders of the
Corporation following the adoption of this amendment of this
Certificate; the initial Class II Directors shall serve for a term
expiring at the second annual meeting of stockholders following this
amendment of this Certificate; and the initial Class III Directors
shall serve for a term expiring at the third annual meeting of
stockholders following the adoption of this amendment of this
Certificate. Each director in each such class shall hold office until
his or her successor is duly elected and qualified or until his
earlier death, disability, resignation or removal. At each annual
meeting of stockholders beginning with the first annual meeting of
stockholders following the adoption of this amendment of this
Certificate, the successors of the class of directors whose term
expires at that meeting shall be elected to hold office for a term
expiring at the annual meeting of stockholders to be held in the
third year following the year of their election, with each director
in each such class to hold office until his or her successor is duly
elected and qualified or until his earlier death, disability,
resignation or removal."
"Article XI. Vacancies. If any seat on the Board becomes
vacant during its initial term following the 1997 Annual Meeting,
such vacancy shall be filled as follows: (i) in the case of Class III
directors, by the vote of a majority of the remaining Class III
Directors, (ii) in the case of the Class II Directors or the Class
III Directors' Designee or its successors (all such Directors being
referred to as the "Independent Directors"), by the vote of a
majority of the remaining Independent Directors, and (iii) in the
case of the Subscribing Party Designee or its successors, by the
Subscribing Parties so long as such person is not an officer or
employee of May Xxxxx and is reasonably acceptable to the Board.".
2.2. Voting Trust or Arrangement. None of the Subscribing
Party Voting Securities shall be deposited in a voting trust or subjected to
any arrangement or agreement with respect to the voting of such Subscribing
Party Voting Securities, except as provided herein.
2.3 Transfer or Acquisition of Voting Securities of the
Company. Subject to Section 2.4, if any voting securities of the Company cease
to be Subscribing Party Voting Securities during the term of this Agreement,
such securities shall thereupon cease to be subject to the voting restrictions
of this Section 2; and if any voting securities of the Company become
Subscribing Party Voting Securities during the term of this Agreement, such
securities shall thereupon become subject to such voting restrictions.
2.4. Transfer Restrictions. The Subscribing Parties
represent and warrant that there are 315,000 outstanding shares of Common
Stock that are Subscribing Party Voting Securities as of the date hereof and
that such number of shares of Common Stock will continue to be Subscribing
Party Voting Securities through the date of the 1997 Annual Meeting (including
any adjournments of such Meeting). The Subscribing Parties shall not sell or
otherwise transfer any of the Subscribing Party Voting Securities (or take any
other action that would cause such Common Stock to cease to be Subscribing
Party Voting Securities) until after the 1997 Annual Meeting (including any
adjournments of such Meeting). Any proposed transfer of Subscribing Party
Voting Securities by a Subscribing Party shall be void unless in accordance
with the provisions of this Section 2.4.
3. Other Agreements.
3.1. Board Representation. Promptly after the initial
Subscribing Party Designee and Class III Directors' Designee have been
determined, the Board will be increased to seven members, the Subscribing
Party Designee and Class III Directors' Designee will be simultaneously
elected by the Board to the Board and such persons will be nominated by the
Board for election to the Board at the 1997 Annual Meeting. Thereafter, for
the Term of this Agreement, the Board will include among its nominees for
election to the Board as Class I directors a designee of the Subscribing
Parties who is not an officer or employee of May Xxxxx and is reasonably
acceptable to the Board ("Subscribing Party Designee") and an independent
designee of a majority of the Class III Directors then in office who is
reasonably acceptable to May Xxxxx and the Board ("Class III Directors'
Designee"); provided that the Subscribing Parties and the Class III Directors,
as the case may be, provide the name of their proposed designee to the Board
at least 120 days before the anniversary of the prior year's annual meeting.
3.2. Proxy or Consent Solicitations. During the Term, no
member of the Subscribing Parties shall solicit proxies or consents or
initiate, propose or become a "participant" in a "solicitation" (as such terms
are defined in Regulation 14A under the Securities Exchange Act of 1934, as
amended, or any similar successor statute (the "Exchange Act")), in opposition
to any matter which has been recommended by a majority of Board or in favor of
any matter which has not been approved by a majority of the Board or seek
directly or indirectly to advise, encourage or influence any Person with
respect to the voting of voting securities of the Company in such manner, or
directly or indirectly induce or attempt to induce any Person to initiate any
stockholder proposal. In addition, during the Term, the Subscribing Parties
will cooperate with the Company's efforts to solicit shareholders proxies to
the extent permitted by applicable law.
3.3. Group Participation. None of the Subscribing Parties
shall join, or permit any subsidiary to join and will use its reasonable
efforts to prevent any Affiliate from joining, a partnership, limited
partnership, syndicate or other group, or otherwise act in concert with any
other person, for the purpose of acquiring, holding, voting or disposing of
any securities of the Company, (other than by the group disclosed in the
Schedule 13-D of May Xxxxx, dated March 7, 1997, in a manner consistent with
the purposes hereof).
3.4. Acknowledgment. The Subscribing Parties hereby
acknowledge, irrevocably consent and do not object that the Board of Directors
intends to:
(a) amend Article III, Section 6 of the Company's By-laws by
adding the following sentence after the period at the end thereof:
"The Chairman of the Board shall be elected by the Shareholders
of the Company and he shall hold office until the expiration of
his term as director or until his death, resignation or removal
for cause."; and
(b) amend Article IV, Sections 1(c) and 3 of the Company's
By-laws by removing the period at the end of each Section and adding to each
the following phrase: ", except as provided in Article III, Section 6
hereof.".
3.5. Consent of May Xxxxx. May Xxxxx hereby agrees to
execute and deliver to the Company simultaneously with the execution of this
Agreement, its written consent pursuant to Section 5(p) of the Underwriting
Agreement, dated August 12, 1996 between May Xxxxx and NetLive (the
"Underwriting Agreement") to the filing by the Company, on or after May 14,
1998, of one or more Form S-8 registration statements and any amendments
thereto which register the offer and sale of not more than 1,360,000 shares of
Common Stock issuable upon the exercise of stock options or pursuant to the
NetLive Performance Share Program Plan (the "Plan") as described in Section
3.8 hereof and/or any employee benefit program of the Company.
3.6. Withdrawal of Demand for Shareholder List. The
Subscribing Parties agree to cause May Xxxxx to issue simultaneously herewith
a written withdrawal of its demand, dated February 27, 1997, pursuant to
Section 220 of the Delaware General Corporation Law, for a list of the
Company's shareholders.
3.7. Payment of Legal Fees and Expenses. Simultaneously with
the execution of this Agreement, the Company shall deliver to the Subscribing
Parties a check in the amount of $35,000, payable to Shereff, Friedman,
Xxxxxxx & Xxxxxxx, LLP, as reimbursement of certain of the documented
out-of-pocket legal fees and expenses incurred by the Subscribing Parties in
connection with the subject matter of this Agreement.
3.8. Performance Share Program. The Company represents and
warrants that a maximum of 300,000 shares of Common Stock have been issued to
the NetLive Communications, Inc. Performance Share Program Trust (the "Trust")
pursuant to the Plan and that 106,000 shares of Common Stock have been awarded
under the Plan as of the date hereof. The Company agrees that it will not
authorize the issuance to the Trust of more than the 300,000 shares of Common
Stock previously issued to the Trust and the remaining 194,000 shares of
Common Stock issued to the Trust
and not already awarded to NetLive employees (the "Remaining Shares") shall
not be awarded under the Plan except in connection with any compensation
packages awarded in connection with the recruitment and hiring and retention
from time to time of the Company's new Chief Executive Officer and other
senior management excluding Xxxxxxx Xxxxxxxxxx, Xxxxxxxx Xxxxx, Xxxxxx
Xxxxxxxx, Xxxxxxx Xxxx and Xxxxx Xxxx.
The parties further agree that if all or at least 2/3 of the Remaining Shares
are not so awarded by June 30, 1998, the Company will use its reasonable
efforts to cause the Trust to return the unawarded Remaining Shares to the
Company; provided that the unawarded Remaining Shares shall not be returned to
the Company if such return cannot be done in accordance with all applicable
laws or would have a material adverse tax effect.
3.9. The 1997 Annual Meeting. The Company shall use its
reasonable efforts to call and hold the 1997 Annual Meeting not later than
August,31 1997 and in any event shall hold such meeting (including any
adjournments ) not later than September 15, 1997 unless, despite the Company's
continuing reasonable efforts to hold such meeting not later than September
15, 1997, the meeting is delayed by forces beyond the Company's reasonable
control including, without limitation, delays arising out of the review of the
proxy materials for such meeting by the Securities and Exchange Commission or
a shareholder vote to adjourn such meeting which is supported by the
Subscribing Parties. If the Company violates this Section 3.9, the Subscribing
Parties shall be released from the transfer restrictions in Section 2.4. Such
release shall be the sole remedy for the violation of this Section 3.9, and
this Agreement shall otherwise remain in full force and effect.
4. Release. (a) Each of the Subscribing Parties hereby
irrevocably and unconditionally:
(i) releases the Company and its officers, directors,
employees, agents and Affiliates, and each of its predecessors in
interest, successors, heirs and assigns, from any and all claims,
rights, damages, demands, causes of action or liabilities of any
nature whatsoever, known or unknown, contingent or fixed, whether due
or to become due, other than for any matter specifically contemplated
by this Agreement, that any Subscribing Party had, now has or may
have at any future time by reason of any cause, matter or thing
whatsoever, directly or indirectly, related to any action taken or
omitted to be taken by such persons on or prior to the date hereof
including, without limitation, any alleged breaches of fiduciary duty
or other act or omission relating to the proposal made to NetLive by
the Zodiac Group, Inc. or the NetLive Communication, Inc.
Performance Share Program Trust and Plan; and
(ii) covenants not to xxx the Company and its officers,
directors, employees, agents and Affiliates, and each of its
predecessors in interest, successors, heirs and assigns, of, from or
with respect to any and all claims, rights, damages, demands, causes
or liabilities of any nature whatsoever, known or unknown, contingent
or fixed, whether due or to become due, other than for any matter
arising out of this Agreement, that any Subscribing Party has had,
now has or may have at any future time by reason of any cause, matter
or thing whatsoever, directly or indirectly, related to any action
taken or omitted to be taken by such persons on or prior to the date
hereof including, without limitation, any alleged breaches of
fiduciary duty or other act or omission relating to the proposal made
to NetLive by the Zodiac Group, Inc. or the NetLive Communication,
Inc. Performance Share Program Trust and Plan.
(b) The Company hereby irrevocably and unconditionally:
(i) releases each of the Subscribing Parties and its or his
officers, directors, employees, agents, trustees and Affiliates, and
each of its or his predecessors in interest, successors, heirs and
assigns, from any and all claims, rights, damages, demands, causes of
action or liabilities of any nature whatsoever, known or unknown,
contingent or fixed, whether due or to become due, other than for any
matter specifically contemplated by this Agreement, that the Company
had, now has or may have at any future time by reason of any cause,
matter or thing whatsoever, directly or indirectly, related to any
action taken or omitted to be taken by such persons on or prior to
the date hereof including, without limitation, any alleged breaches
of fiduciary duty or other act or omission relating to the proposal
made to NetLive by the Zodiac Group, Inc., the NetLive Communication,
Inc. Performance Share Program Trust and Plan or the formation of a
group for purposes of commencing a consent solicitation of the
Company's shareholders; and
(ii) covenants not to xxx each of the Subscribing Parties
and its or his officers, directors, employees, agents, trustees and
Affiliates, and each of its or his predecessors in interest,
successors, heirs and assigns, of, from or with respect to any and
all claims, rights, damages, demands, causes or liabilities of any
nature whatsoever, known or unknown, contingent or fixed, whether due
or to become due, other than for any matter arising out of this
Agreement, that the Company has had, now has or may have at any
future time by reason of any cause, matter or thing whatsoever,
directly or indirectly, related to any action taken or omitted to be
taken by such persons on or prior to the date hereof including,
without limitation, any alleged breaches of fiduciary duty or other
act or omission relating to the proposal made to NetLive by the
Zodiac Group, Inc., the NetLive Communication, Inc. Performance Share
Program Trust and Plan or the formation of a group for purposes of
commencing a consent solicitation of the Company's shareholders.
(c) In the event that any one or more of the provisions of
this Section 4 shall be or become invalid, illegal or unenforceable in any
respect, the validity, legality and enforceability of the remaining provisions
contained herein shall not be affected thereby. The invalidity, illegality or
unenforceability of any provision of this Section 4 shall have no effect on
the enforceability of any provision of any of this Agreement and shall not
give rise to any claim, whether for damages, rescission, restitution or
otherwise.
5. Representations And Warranties.
5.1. NetLive represents and warrants to the Subscribing
Parties as follows: The execution and delivery of this Agreement and any other
agreements contemplated hereby and the consummation of the transactions
contemplated hereby and thereby will not conflict with, or result in any,
violation of or default under, any provision of the Articles of Incorporation
or By-laws of NetLive, or of any agreement or instrument binding upon NetLive.
5.2. The Subscribing Parties represent and warrant to
NetLive as follows: The execution and delivery of this Agreement and any other
agreement contemplated hereby and the consummation of the transactions
contemplated hereby and thereby will not conflict with, or result in any
violation of or default under, any provision of the Certificate of
Incorporation or By-laws of May Xxxxx Group or conflict with any agreement,
instrument binding upon or governing document of any of the Subscribing
Parties.
6. Miscellaneous.
6.1. Definitions. The following terms shall have the
following meanings.
(a) Affiliate. "Affiliate" shall have the meaning ascribed
to it in Rule 12b-2 of the General Rules and Regulations under the Exchange
Act, as in effect on the date hereof.
(b) Subscribing Party Voting Securities. "Subscribing Party
Voting Securities" shall mean voting securities of the Company which from time
to time during the Term of this Agreement are (i) beneficially owned by the
Subscribing Parties solely for their, its or his own account, (ii)
beneficially owned by one or more entities of which the Subscribing Parties
own, directly or indirectly, more than 50% of the outstanding equity
interests, (iii) voting securities of the Company over which the Subscribing
Parties have majority voting or majority dispositive power. For the purposed
of this definition, (x) voting securities of the Company shall be deemed to be
owned for the account of a Subscribing Party if such voting securities are
owned for the account of any member of such Subscribing Party's immediate
family (as such term is defined in Rule 16a-1(e) promulgated under the
Securities Exchange Act of 1934, as amended) or for the account of any trust
established for the benefit of such Subscribing Party or any such member of
his or its immediate family and (y) a Subscribing Party shall be deemed to
have voting or dispositive power over voting securities of the Company to the
extent that any member of such Subscribing Party's immediate family or any
trustee of any trust established for the benefit of such Subscribing Party or
such immediate family members shall have voting or dispositive power over such
voting securities.
(c) Person. A "person" shall mean any individual, firm,
corporation, partnership or other entity.
6.2. Specific Enforcement. The Subscribing Parties
acknowledge and agree that NetLive would be irreparably damaged in the event
any of the provisions of this Agreement were not performed in accordance with
their specific terms or were otherwise breached. It is accordingly agreed that
NetLive shall be entitled to an injunction or injunctions to prevent breaches
of this Agreement and to specifically enforce this Agreement and the terms and
provisions thereof in any action instituted in any court of the United States
or any state thereof having subject matter jurisdiction, in addition to any
other remedy to which NetLive may be entitled, at law or in equity.
6.3. Modification; Waiver. This Agreement may be modified in
any manner and at any time by written instrument executed by the parties
hereto. None of the terms, covenants, and conditions of this Agreement may be
waived at any time except by written instrument executed by the parties
hereto.
6.4. Notices. All notices, requests, demands, claims, and
other communications hereunder shall be in writing and shall be delivered by
certified or registered mail (first class postage pre-paid), guaranteed
overnight delivery, or facsimile transmission confirmed by any method set
forth above and shall be deemed given upon receipt thereof:
(a) if to NetLive to:
000 Xxxxxxxx, Xxxxx 000
Xxx Xxxx, Xxx Xxxx 00000
Attention: General Counsel
Telecopy: (000) 000-0000
(b) if to any of the Subscribing Parties to the address set
forth next to such party's name on the signature pages hereto;
or at such other address or to such other person as may be specified in
writing duly delivered to all other parties by any party.
6.5. Parties In Interest; Assignment. This Agreement and all
the provisions hereof shall be binding upon and inure to the benefit of the
parties hereto and their respective heirs, representatives, successors and
permitted assigns, but neither this Agreement nor any of the rights,
interests, and obligations hereunder shall be assigned by any of the parties
hereto without the prior written consent of the other parties hereto. Nothing
in this Agreement, whether expressed or implied, shall be construed to give
any person other than the parties hereto any legal or equitable right, remedy,
or claim under or in respect of this Agreement.
6.6. Counterparts. This Agreement may be executed in one or
more counterparts, all of which shall constitute one and the same instrument.
6.7. Headings. The article and section headings of this
Agreement are for convenience of reference only and shall not be deemed to
alter or affect the meaning or interpretation of any provisions hereof.
6.8. Governing Law. This Agreement shall be governed by and
construed in accordance with the internal laws of the State of New York
applicable to contracts made and to be performed therein.
6.9. Severability. If any provision of this Agreement shall
be determined to be illegal and unenforceable by any court of law, the
remaining provisions shall be severable and enforceable in accordance with
their terms.
6.10. Effectiveness. This Agreement shall not become
effective until it has been approved by the Board of Directors of the Company,
which may determine in its sole discretion whether or not to approve this
Agreement. If such approval is not granted by June 13, 1997, this Agreement
may be rescinded by any party hereto; but unless and until such action is
taken, this Agreement shall be binding on the Subscribing Parties.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed as of the date first above written.
NETLIVE COMMUNICATIONS, INC.
By: /s/ Xxxxxxx Khazitonor
----------------------------------------
Name: Xxxxxxx Khazitonor
Title: Chairman of the Board
Chief Executive Officer
Address: THE SUBSCRIBING PARTIES:
Xxxx May MAY XXXXX GROUP, INC.
May Xxxxx Group, Inc.
Wall Xxxxxx Xxxxx
00 Xxxxxxxx Xxxxx By: /s/ Xxxx May
Xxx Xxxx, XX 00000 ----------------------------------------
Facsmile No. (000) 000-0000 Name: Xxxx May
Title: Chairman and Chief Executive
Officer
Address: /s/ Xxxx May
----------------------------------------
XXXX MAY
Xxxx May
May Xxxxx Group, Inc.
Wall Street Tower
00 Xxxxxxxx Xxxxx
Xxx Xxxx, XX 00000
Facsmile No. (000) 000-0000
Address:
----------------------------------------
DIBO ATTAR
Dibo Attar
Woodco Fund Management
0000 Xxxxxxx - Xxxxx 000
Xxxxxxx, Xxxxx 00000
Facsimile No. (000) 000-0000
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed as of the date first above written.
NETLIVE COMMUNICATIONS, INC.
By:
----------------------------------------
Name: Xxxxxxx Khazitonor
Title: Chairman of the Board
Chief Executive Officer
Address: THE SUBSCRIBING PARTIES:
Xxxx May MAY XXXXX GROUP, INC.
May Xxxxx Group, Inc.
Wall Xxxxxx Xxxxx
00 Xxxxxxxx Xxxxx By: /s/ Xxxx May
Xxx Xxxx, XX 00000 ----------------------------------------
Facsmile No. (000) 000-0000 Name: Xxxx May
Title: Chairman and Chief Executive
Officer
Address: /s/ Xxxx May
----------------------------------------
XXXX MAY
Xxxx May
May Xxxxx Group, Inc.
Wall Street Tower
00 Xxxxxxxx Xxxxx
Xxx Xxxx, XX 00000
Facsmile No. (000) 000-0000
Address:
----------------------------------------
DIBO ATTAR
Dibo Attar
Woodco Fund Management
0000 Xxxxxxx - Xxxxx 000
Xxxxxxx, Xxxxx 00000
Facsimile No. (000) 000-0000
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed as of the date first above written.
NETLIVE COMMUNICATIONS, INC.
By:
----------------------------------------
Name: Xxxxxxx Khazitonor
Title: Chairman of the Board
Chief Executive Officer
Address: THE SUBSCRIBING PARTIES:
Xxxx May MAY XXXXX GROUP, INC.
May Xxxxx Group, Inc.
Wall Xxxxxx Xxxxx
00 Xxxxxxxx Xxxxx By:
Xxx Xxxx, XX 00000 ----------------------------------------
Facsmile No. (000) 000-0000 Name: Xxxx May
Title: Chairman and Chief Executive
Officer
Address:
----------------------------------------
XXXX MAY
Xxxx May
May Xxxxx Group, Inc.
Wall Street Tower
00 Xxxxxxxx Xxxxx
Xxx Xxxx, XX 00000
Facsmile No. (000) 000-0000
Address: /s/ Dibo Attar
----------------------------------------
DIBO ATTAR
Dibo Attar
Woodco Fund Management
0000 Xxxxxxx - Xxxxx 000
Xxxxxxx, Xxxxx 00000
Facsimile No. (000) 000-0000
Address: /s/ Xxxxxx Xxx
---------------------------------------
XXXXXX XXX
Xxxxxx Xxx
Xxxxxx Xxx Associates
00000 Xxxx Xxx Xxxx Xxxx
Xxxxx 000
Xxxxxxxxxx, Xxxxxxxx 00000
Facsimile No. (000) 000-0000
Address: DAVSTAR II MGD. INVESTMENTS CORP. N.V.
Davstar II Mgd. Investments By:
Corp. N.V. -------------------------------------
c/o Woodco Fund Management Name:
0000 Xxxxxxx - Xxxxx 000 Title:
Xxxxxxx, Xxxxx 00000
Facsimile No. (000) 000-0000
Address: JASMINVILLE CORP. N.V.
Jasminville Corp. N.V. By:
c/o Woodco Fund Management -------------------------------------
4900 Woodway Name:
Xxxxx 000 Title:
Xxxxxxx, Xxxxx 00000
Facsimile No. (000) 000-0000
Address: CELESTIAL DREAMS CORP. N.V.
Celestial Dreams Corp. N.V. By: /s/
c/o Woodco Fund Management -------------------------------------
0000 Xxxxxxx - Xxxxx 000 Name:
Xxxxxxx, Xxxxx 00000 Title:
Facsimile No. (000) 000-0000
Address:
----------------------------------------
XXXXXX XXX
Xxxxxx Xxx
Xxxxxx Xxx Associates
00000 Xxxx Xxx Xxxx Xxxx
Xxxxx 000
Xxxxxxxxxx, Xxxxxxxx 00000
Facsimile No. (000) 000-0000
Address: DAVSTAR II MGD. INVESTMENTS CORP. N.V.
Davstar II Mgd. Investments By: /s/ Xxxxxxx X. Xxxxxx
Corp. N.V. -------------------------------------
c/o Woodco Fund Management Name: Xxxxxxx X. Xxxxxx
0000 Xxxxxxx - Xxxxx 000 Title: Attorney-in-Fact
Xxxxxxx, Xxxxx 00000
Facsimile No. (000) 000-0000
Address: JASMINVILLE CORP. N.V.
Jasminville Corp. N.V. By: /s/ Xxxxxxx X. Xxxxxx
c/o Woodco Fund Management -------------------------------------
0000 Xxxxxxx Name: Xxxxxxx X. Xxxxxx
Suite 650 Title: Attorney-in-Fact
Xxxxxxx, Xxxxx 00000
Facsimile No. (000) 000-0000
Address: CELESTIAL DREAMS CORP. N.V.
Celestial Dreams Corp. N.V. By: /s/ Xxxxxxx Xxxxx
c/o Woodco Fund Management -------------------------------------
0000 Xxxxxxx - Xxxxx 000 Name: Xxxxxxx Xxxxx
Xxxxxxx, Xxxxx 00000 Title: Intertrust (Curacao) N.V.
Facsimile No. (000) 000-0000 Managing Director
Address: EAGLEHURST CORP. N.V.
Eaglehurst Corp. N.V. By: /s/ Xxxxxxx Xxxxx
c/o Woodco Fund Management -------------------------------------
0000 Xxxxxxx - Xxxxx 000 Name: Xxxxxxx Xxxxx
Xxxxxxx, Xxxxx 00000 Title: Intertrust (Curacao) N.V.
Facsimile No. (000) 000-0000 Managing Director
Address: SIGNAL HILL N.V.
Signal Hill N.V. By: /s/ Xxxxxxx Xxxxx
c/o Woodco Fund Management -------------------------------------
0000 Xxxxxxx - Xxxxx 000 Name: Xxxxxxx Xxxxx
Xxxxxxx, Xxxxx 00000 Title: Intertrust (Curacao) N.V.
Facsimile No. (000) 000-0000 Managing Director
Address: WELLINGTON CORP. N.V.
Wellington Corp. N.V. By: /s/ Xxxxxxx Xxxxx
c/o Woodco Fund Management -------------------------------------
0000 Xxxxxxx - Xxxxx 000 Name: Xxxxxxx Xxxxx
Xxxxxxx, Xxxxx 00000 Title: Intertrust (Curacao) N.V.
Facsimile No. (000) 000-0000 Managing Director
Address: GANATERRA CORP. N.V.
Ganaterra Corp. N.V. By: /s/ Xxxxxxx Xxxxx
c/o Woodco Fund Management -------------------------------------
0000 Xxxxxxx - Xxxxx 000 Name: Xxxxxxx Xxxxx
Xxxxxxx, Xxxxx 00000 Title: Intertrust (Curacao) N.V.
Facsimile No. (000) 000-0000 Managing Director
ANNEX A
NOMINEES FOR ELECTION TO THE NETLIVE BOARD
FOR THE 1997 ANNUAL MEETING
AND PROPOSED CLASS DIVISION
Class I
Class III Directors' Designee
Subscribing Party Designee
Class II
Xxxx X. Xxxxxxx
Xxxx X. Xxxxx
Class III
Xxxxxxx Xxxxxxxxxx
Xxxxxx Xxxxxxxx
Xxxxxxx Xxxx
