EXHIBIT (c)(2)
FORM OF
STOCKHOLDER AGREEMENT
This STOCKHOLDER AGREEMENT, dated as of July 15, 1999 (this
"Agreement"), is made and entered into among Sterling Software, Inc., a Delaware
corporation ("Parent"), Sterling Software Acquisition Corp., a Delaware
corporation and wholly owned subsidiary of Parent ("Purchaser"), and
______________ (the "Stockholder").
RECITALS:
A. Parent, Purchaser and Information Advantage, Inc., a Delaware
corporation ("Company"), propose to enter into an Agreement and Plan of Merger,
dated as of the date hereof (the "Merger Agreement"), pursuant to which the
Purchaser will merge with and into Company (the "Merger") on the terms and
subject to the conditions set forth in the Merger Agreement. Except as
otherwise defined herein, terms used herein with initial capital letters have
the respective meanings ascribed thereto in the Merger Agreement.
B. As of the date hereof, Stockholder beneficially owns and is
entitled to dispose of (or to direct the disposition of) and to vote (or to
direct the voting of) ___________ shares of common stock, par value $0.01 per
share ("Shares"), of Company (such Shares, together with any other shares of
capital stock of Company the beneficial ownership of which is acquired by
Stockholder during the period from and including the date hereof through and
including the earlier of (i) the Effective Time (as defined in the Merger
Agreement) and (ii) the date that is six months after the date on which the
Merger Agreement is terminated pursuant to Section 8.1 thereof, are collectively
referred to herein as "Subject Shares").
C. Pursuant to the Merger Agreement, Purchaser shall commence a cash
tender offer (the "Offer") to purchase at a price of $6.50 per Share all
outstanding Shares, including all of the Subject Shares. Stockholder has advised
Parent and Purchaser that Stockholder intends to tender the Subject Shares in
the Offer.
D. As a condition and inducement to Parent's and Purchaser's
willingness to enter into the Merger Agreement, Parent and Purchaser have
requested that Stockholder agree, and Stockholder has agreed, to enter into this
Agreement.
NOW, THEREFORE, in consideration of the foregoing and the
representations, warranties, covenants and agreements contained in this
Agreement and the Merger Agreement and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto, intending to be legally bound hereby, agree as follows:
ARTICLE I
VOTING AGREEMENT
Section 1.1 Agreement to Vote Shares. During the Option Period (as
------------------------
defined in Section 2.2), at any meeting of the stockholders of Company called to
consider and vote upon the adoption of the Merger Agreement (and at any and all
postponements and adjournments thereof), and in connection with any action to be
taken in respect of the adoption of the Merger Agreement by written consent of
stockholders of Company, Stockholder shall vote or cause to be voted (including
by written consent, if applicable) all of the Subject Shares, whether issued,
heretofore owned or hereinafter acquired, in favor of the adoption of the Merger
Agreement and in favor of any other matter necessary for the consummation of the
transactions contemplated by the Merger Agreement and considered and voted upon
at any such meeting or made the subject of any such written consent, as
applicable. During the Option Period, at any meeting of the stockholders of
Company called to consider and vote upon any Other Proposal (as hereinafter
defined) (and at any and all postponements and adjournments thereof), and in
connection with any action to be taken in respect of any Other Proposal by
written consent of stockholders of Company, Stockholder shall vote or cause to
be voted (including by written consent, if applicable) all of the Subject
Shares against such Other Proposal. For purposes of this Agreement, the term
"Other Proposal" means any (a) Acquisition Proposal (as defined in the Merger
Agreement) or (b) other action which is intended or could reasonably be expected
to impede, interfere with, delay or materially and adversely affect the
contemplated economic benefits to Parent of the Merger or any of the other
transactions contemplated by the Merger Agreement or this Agreement; provided,
however, that neither the Merger nor any other transaction contemplated by the
Merger Agreement to be consummated by Company, Parent or Purchaser in
connection with the Merger shall constitute an Other Proposal. 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 1.1.
C-2-2
Section 1.2 Irrevocable Proxy.
-----------------
(a) Grant of Proxy. STOCKHOLDER HEREBY APPOINTS PARENT AND ANY
--------------
DESIGNEE OF PARENT, EACH OF THEM INDIVIDUALLY, STOCKHOLDER'S PROXY AND ATTORNEY-
IN-FACT PURSUANT TO THE PROVISIONS OF SECTION 212 OF THE DELAWARE GENERAL
CORPORATION LAW, WITH FULL POWER OF SUBSTITUTION AND RESUBSTITUTION, TO VOTE OR
ACT BY WRITTEN CONSENT WITH RESPECT TO THE SUBJECT SHARES IN ACCORDANCE WITH
SECTION 1.1 HEREOF. THIS PROXY IS GIVEN TO SECURE THE PERFORMANCE OF THE DUTIES
OF STOCKHOLDER UNDER THIS AGREEMENT. STOCKHOLDER AFFIRMS THAT THIS PROXY IS
COUPLED WITH AN INTEREST AND SHALL BE IRREVOCABLE. STOCKHOLDER SHALL TAKE SUCH
FURTHER ACTION OR EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE NECESSARY TO
EFFECTUATE THE INTENT OF THIS PROXY.
(b) Other Proxies Revoked. Stockholder represents that any proxies
---------------------
heretofore given in respect of the Subject Shares are not irrevocable, and that
all such proxies are hereby revoked.
ARTICLE II
OPTION
Section 2.1 Grant of Option. Stockholder hereby grants to Parent
---------------
an irrevocable option (the "Option") to purchase the Subject Shares on the terms
and subject to the conditions set forth herein, at a price per Subject Share
equal to $6.50 in cash or any higher price paid or to be paid by Parent and
Purchaser pursuant to the Offer (such price being referred to as the "Option
Consideration").
Section 2.2 Exercise of Option. (a) Parent may exercise the
------------------
Option, in whole or in part, at any time or from time to time during the period
(the "Option Period") from and including the date hereof through and including
the earlier of (x) the Effective Time and (y) the date that is six months after
the date on which the Merger Agreement is terminated pursuant to Sections
8.1(d)(i) or 8.1(e)(i) thereof and (z) the date that is 90 days after the date
on which the Merger Agreement is terminated pursuant to Section 8.1(e)(iii)
thereof; provided, however, that the Option shall terminate with respect to any
-------- -------
Subject Shares that are tendered pursuant to the Offer and purchased by
Purchaser thereunder. Notwithstanding anything in this
C-2-3
Agreement to the contrary, Parent shall be entitled to purchase all Subject
Shares in respect of which it shall have exercised the Option in accordance with
the terms hereof prior to the expiration of the Option Period, and the
expiration of the Option Period shall not affect any rights hereunder which by
their terms do not terminate or expire prior to or as of such expiration.
(b) If Parent wishes to exercise the Option, it shall deliver to
Stockholder a written notice (an "Exercise Notice") to that effect which
specifies (i) the number of Subject Shares to be purchased from Stockholder and
(ii) a date (an "Option Closing Date") not earlier than three business days
after the date such Exercise Notice is delivered for the consummation of the
purchase and sale of such Subject Shares (an "Option Closing"). If the Option
Closing cannot be effected on the Option Closing Date specified in the Exercise
Notice by reason of a preliminary or final injunction or any other applicable
judgment, decree, order, law or regulation, or because any applicable waiting
period under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as
amended (the "HSR Act"), shall not have expired or been terminated, (i)
Stockholder shall promptly take all such actions as may be requested by Parent,
and shall otherwise fully cooperate with Parent, to cause the elimination of all
such impediments to the Option Closing and (ii) the Option Closing Date
specified in the Exercise Notice shall be extended to the fifth business day
following the elimination of all such impediments. The place of the Option
Closing shall be at the offices of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, 000
Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 and the time of the Option Closing shall
be 10:00 a.m. (New York Time) on the Option Closing Date.
Section 2.3 Payment and Delivery of Certificates. At any Option
------------------------------------
Closing, Parent shall pay to Stockholder the Option Consideration payable in
respect of the Subject Shares to be purchased from Stockholder at the Option
Closing, and Stockholder shall deliver to Parent such Subject Shares, free and
clear of all Liens, with the certificate or certificates evidencing such Subject
Shares being duly endorsed for transfer by Stockholder and accompanied by all
powers of attorney and/or other instruments necessary to convey valid and
unencumbered title thereto to Parent, and shall, to the extent permissible,
assign to Parent (pursuant to a written instrument in form and substance
satisfactory to Parent) all rights that Stockholder may have to require Company
to register such Subject Shares under the Securities Act of 1933, as amended
(the "Securities Act"). Transfer taxes, if any, imposed as a result of the
exercise of the Option shall be borne by Stockholder.
C-2-4
Section 2.4 Adjustment upon Changes in Capitalization, Etc. In the
----------------------------------------------
event of any change in the capital stock of Company by reason of a stock
dividend, split-up, merger, recapitalization, combination, exchange of shares,
extraordinary distribution or similar transaction, the type and number or amount
of shares, securities or other property subject to the Option, and the Option
Consideration payable therefor, shall be adjusted appropriately, and proper
provision shall be made in the agreements governing such transaction, so that
Parent shall receive upon exercise of the Option the type and number or amount
of shares, securities or property that Parent would have retained and/or been
entitled to receive in respect of the Subject Shares if the Option had been
exercised immediately prior to such event relating to Company or the record date
therefor, as applicable. The provisions of this Section 2.4 shall apply in a
like manner to successive stock dividends, split-ups, mergers,
recapitalizations, combinations, exchanges of shares or extraordinary
distributions or similar transactions.
ARTICLE III
REPRESENTATIONS AND WARRANTIES
Section 3.1 Certain Representations and Warranties of Stockholder.
-----------------------------------------------------
Stockholder represents and warrants to Parent and Purchaser as follows:
(a) Ownership. Stockholder is the sole record and beneficial owner
of _________ Subject Shares and has full and unrestricted power to dispose of
and to vote such Shares. Stockholder does not beneficially own any securities
of Company on the date hereof other than such Shares. Stockholder has sole
voting power and sole power to issue instructions with respect to the matters
set forth in Articles I and II hereof, sole 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 Subject Shares with no limitations, qualifications or restrictions on such
rights, subject to applicable securities laws and the terms of this Agreement.
(b) Power and Authority; Execution and Delivery. Stockholder has all
-------------------------------------------
requisite legal capacity, power and authority to enter into this Agreement and
to consummate the transactions contemplated hereby. The execution and delivery
of this Agreement by Stockholder and the consummation by Stockholder of the
transactions contemplated hereby have been duly authorized by all necessary
action on the part of Stockholder. This Agreement has been duly executed and
C-2-5
delivered by Stockholder and, assuming that this Agreement constitutes the valid
and binding obligation of the other parties hereto, constitutes a valid and
binding obligation of Stockholder, enforceable against Stockholder in
accordance with its terms, subject to applicable bankruptcy, insolvency,
fraudulent conveyance, reorganization, moratorium and similar laws affecting
creditors' rights and remedies generally and to general principles of equity.
(c) No Conflicts. The execution and delivery of this Agreement do
------------
not, and, subject to compliance with the HSR Act, to the extent applicable, the
consummation of the transactions contemplated hereby and compliance with the
provisions hereof will not (i) conflict with or result in any breach of any
organizational documents applicable to Stockholder or (ii) conflict with, result
in a breach or violation of or default (with or without notice or lapse of time
or both) under, or give rise to a material obligation, a right of termination,
cancellation, or acceleration of any obligation or a loss of a material benefit
under, or require notice to or the consent of any person under any agreement,
instrument, undertaking, law, rule, regulation, judgment, order, injunction,
decree, determination or award binding on Stockholder, other than any such
conflicts, breaches, violations, defaults, obligations, rights or losses that
individually or in the aggregate would not (i) impair the ability of Stockholder
to perform Stockholder's obligations under this Agreement or (ii) prevent or
delay the consummation of any of the transactions contemplated hereby.
(d) No Encumbrances. Except as applicable in connection with the
---------------
transactions contemplated by Article II hereof, the Subject Shares and the
certificates representing the Subject Shares are now, and at all times during
the term hereof will be, held by Stockholder, or by a nominee or custodian for
the benefit of 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.
(e) No Finder's Fees. No broker, investment banker, financial advisor
----------------
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 Stockholder.
Section 3.2 Representations and Warranties of Parent and Purchaser.
------------------------------------------------------
Parent and Purchaser hereby represent and warrant to Stockholder that:
C-2-6
(a) Power and Authority; Execution and Delivery. Parent and Purchaser
-------------------------------------------
each has all requisite legal capacity, corporate power and authority to enter
into this Agreement and to consummate the transactions contemplated hereby. The
execution and delivery of this Agreement by Parent and Purchaser and the
consummation by Parent and Purchaser of the transactions contemplated hereby
have been duly authorized by all necessary corporate action on the part of
Parent and Purchaser. This Agreement has been duly executed and delivered by
Parent and Purchaser and, assuming that this Agreement constitutes the valid and
binding obligation of Stockholder, constitutes a valid and binding obligation of
Parent and Purchaser, enforceable against Parent and Purchaser in accordance
with its terms, subject to applicable bankruptcy, insolvency, fraudulent
conveyance, reorganization, moratorium and similar laws affecting creditors'
rights and remedies generally and to general principles of equity.
(b) No Conflicts. The execution and delivery of this Agreement do
------------
not, and, subject to compliance with the HSR Act, to the extent applicable, the
consummation of the transactions contemplated hereby and compliance with the
provisions hereof will not (i) conflict with or result in any breach of any
organizational documents applicable to Parent or Purchaser or (ii) conflict
with, result in a breach or violation of or default (with or without notice or
lapse of time or both) under, or give rise to a material obligation, right of
termination, cancellation, or acceleration of any obligation or a loss of a
material benefit under, or require notice to or the consent of any person under
any agreement, instrument, undertaking, law, rule, regulation, judgment, order,
injunction, decree, determination or award binding on Parent or Purchaser, other
than any such conflicts, breaches, violations, defaults, obligations, rights or
losses that individually or in the aggregate would not (i) impair the ability of
Parent and Purchaser to perform their obligations under this Agreement or (ii)
prevent or delay the consummation of any of the transactions contemplated
hereby.
(c) Purchase Not for Distribution. The Option and the Subject Shares
-----------------------------
to be acquired upon exercise of the Option are being and shall be acquired by
Parent without a view to public distribution thereof otherwise than in
compliance with the Securities Act and applicable state securities laws and
shall not be transferred or otherwise disposed of except in a transaction
registered or exempt from registration under the Securities Act and in
compliance with applicable state securities laws.
C-2-7
ARTICLE IV
CERTAIN COVENANTS
Section 4.1 Certain Covenants of Stockholder.
--------------------------------
(a) Restriction on Transfer of Subject Shares, Proxies and
------------------------------------------------------
Noninterference. During the Option Period, Stockholder shall not, directly or
---------------
indirectly: (A) except pursuant to the terms of this Agreement and for the
tender of Subject Shares in the Offer, 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 the Subject Shares; (B) except pursuant to the
terms of this Agreement, grant any proxies or powers of attorney, deposit any of
the Subject Shares into a voting trust or enter into a voting agreement with
respect to any of the Subject Shares; or (C) take any action that would make any
representation or warranty contained herein untrue or incorrect or have the
effect of impairing the ability of Stockholder to perform Stockholder's
obligations under this Agreement or preventing or delaying the consummation of
any of the transactions contemplated hereby or by the Merger Agreement.
(b) Cooperation. Stockholder shall cooperate fully with Parent,
-----------
Purchaser and Company in connection with their respective efforts to fulfill the
conditions to the Merger set forth in Article VII of the Merger Agreement.
(c) Releases. Stockholder hereby fully, unconditionally and
--------
irrevocably releases, effective as of the Effective Time, any and all claims and
causes of action that Stockholder has or may have against Company or any of its
Subsidiaries or any present or former director, officer, employee or agent of
Company or any of its Subsidiaries (collectively, the "Released Parties")
arising or resulting from or relating to any act, omission, event or occurrence
prior to the Effective Time.
(d) No Solicitation. Stockholder shall not, in the capacity as a
---------------
stockholder, respond to any inquiries or the making of any proposal by any
person or entity (other than Parent or any affiliate of Parent) concerning any
business combination merger, tender offer, exchange offer, sale of assets, sale
of shares of capital stock or debt securities or similar transactions involving
Company or any Subsidiary, division or operating or principal business unit of
Company. If Stock-
C-2-8
holder receives any such inquiry or proposal, then Stockholder shall promptly
inform Parent of the existence thereof. 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.
(e) Reliance by Parent. Stockholder understands and acknowledges that
------------------
Parent and Purchaser are entering into the Merger Agreement in reliance upon
Stockholder's execution and delivery of this Agreement.
ARTICLE V
MISCELLANEOUS
Section 5.1 Fees and Expenses. Each party hereto shall pay its own
-----------------
expenses incident to preparing for, entering into and carrying out this
Agreement and the consummation of the transactions contemplated hereby.
Section 5.2 Amendment; Termination. This Agreement may not be
----------------------
amended except by an instrument in writing signed on behalf of each of the
parties hereto. This Agreement and the proxies granted pursuant to Section 1.2
shall terminate at the end of the Option Period.
Section 5.3 Extension; Waiver. Any agreement on the part of a
-----------------
party to waive any provision of this Agreement, or to extend the time for any
performance hereunder, shall be valid only if set forth in an instrument in
writing signed on behalf of such party. The failure of any party to this
Agreement to assert any of its rights under this Agreement or otherwise shall
not constitute a waiver of such rights.
Section 5.4 Entire Agreement; No Third-Party Beneficiaries. This
----------------------------------------------
Agreement constitutes the entire agreement, and supersedes all prior agreements
and understandings, both written and oral, among the parties with respect to the
subject matter of this Agreement, and is not intended to confer upon any person
other than the parties any rights or remedies; provided, however, that the
provisions of Section 4.1(c) are intended to inure to the benefit of, and to be
enforceable by, the Released Parties.
Section 5.5 Governing Law. This Agreement shall be governed by,
-------------
and construed in accordance with, the laws of the State of Delaware, regardless
of the
C-2-9
laws that might otherwise govern under applicable principles of conflict
of laws thereof.
Section 5.6 Notices. All notices, requests, claims, demands and
-------
other communications under this Agreement shall be in writing and shall be
deemed given if delivered personally, or sent by overnight courier or telecopy
(providing proof of delivery) to the address set forth below (or, in each case,
at such other address as shall be specified by like notice).
If to Parent or Purchaser:
Sterling Software, Inc.
000 Xxxxxxxx Xxxxx
Xxxxx 0000
Xxxxxx, Xxxxx 00000
Attention: Xxx X. XxXxxxxxx, Xx. Esq.
Telecopy: 000-000-0000
with a copy (which shall not constitute notice) to:
Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxxx X. Xxxxxxxx, Esq.
Telecopy: (000) 000-0000
If to Stockholder:
_______________________
_______________________
_______________________
_______________________
Attention: ______________
Telecopy: ______________
Section 5.7 Assignment. Neither this Agreement nor any of the
----------
rights, interests, or obligations under this Agreement may be assigned or
delegated, in whole or in part, by operation of law or otherwise, by Stockholder
without the prior written consent of Parent, and any such assignment or
delegation that is not consented to shall be null and void. This Agreement,
together with any rights, interests, or obligations of Parent and Purchaser
hereunder, may be assigned or
C-2-10
delegated, in whole or in part, by Parent and Purchaser without the consent of
or any action by Stockholder upon notice by Parent or Purchaser to Stockholder
as herein provided. Subject to the preceding sentence, this Agreement shall be
binding upon, inure to the benefit of, and be enforceable by, the parties and
their respective successors and assigns (including without limitation any
person to whom any Subject Shares are sold, transferred, assigned or passed,
whether by operation of law or otherwise).
Section 5.8 Confidentiality. Stockholder recognizes 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, Stockholder
hereby agrees not to disclose or discuss such matters with anyone not a party to
this Agreement (other than its counsel and advisors, if any) without the prior
written consent of Parent, except for filings required pursuant to the
Securities Exchange Act of 1934, as amended, and the rules and regulations
thereunder, or disclosures its counsel advises are necessary in order to fulfill
its obligations imposed by law, in which event 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 5.9 Further Assurances. Stockholder shall execute and
------------------
deliver such other documents and instruments and take such further actions as
may be necessary or appropriate or as may be reasonably requested by Parent or
Purchaser in order to ensure that Parent and Purchaser receive the full benefit
of this Agreement.
Section 5.10 Enforcement. Irreparable damage would occur in the
-----------
event that any of the provisions of this Agreement were not performed in
accordance with their specific terms or were otherwise breached. Accordingly,
the parties shall be entitled to an injunction or injunctions to prevent
breaches of this Agreement and to enforce specifically the terms and provisions
of this Agreement in the Court of Chancery in and for New Castle County in the
State of Delaware (or, if such court lacks subject matter jurisdiction, any
appropriate state or federal court in New Castle County in the State of
Delaware), this being in addition to any other remedy to which they are entitled
at law or in equity. Each of the parties hereto (i) shall submit itself to the
personal jurisdiction of the Court of Chancery in and for New Castle County in
the State of Delaware (or, if such court lacks subject matter jurisdiction, any
appropriate state or federal court in New Castle County in the State of
Delaware) in the
C-2-11
event any dispute arises out of this Agreement or any of the transactions
contemplated hereby, (ii) shall not attempt to deny or defeat such personal
jurisdiction by motion or other request for leave from any such court, and (iii)
shall not bring any action relating to this Agreement or any of the transactions
contemplated hereby in any court other than the Court of Chancery in and for New
Castle County in the State of Delaware (or, if such court lacks subject matter
jurisdiction, any appropriate state or federal court in New Castle County in the
State of Delaware).
Section 5.11 Severability. Whenever possible, each provision or
------------
portion of any provision of this Agreement shall 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 shall not affect
any other provision or portion of any provision in such jurisdiction, and this
Agreement shall 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.
Section 5.12 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.
Section 5.13 Counterparts. This Agreement may be executed in
------------
one or more counterparts, all of which shall be considered one and the same
instrument and shall become effective when one or more counterparts have been
signed by each party and delivered to the other parties.
[signature page follows]
C-2-12
IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be
signed as of the day and year first written above.
STERLING SOFTWARE, INC.
By: _______________________________
Name: Xxx X. XxXxxxxxx, Xx.
Title: Senior Vice President
STERLING SOFTWARE ACQUISITION CORP.
By: ________________________________
Name: Xxx X. XxXxxxxxx, Xx.
Title: Vice President
____________________________________
By: _____________________________
Name: _____________________________
Title: _____________________________
C-2-13
SCHEDULE OF THE NUMBER OF SHARES OWNED BY EACH ENTITY THAT ENTERED INTO A
STOCKHOLDER AGREEMENT
Shareholder: Shares:
--------------------------------------- ---------
Norwest Equity Partners IV 1,930,795
Norwest Equity Partners V 1,248,053
St. Xxxx Fire and Marine 2,163,129
Insurance Company
St. Xxxx Venture Capital IV L.L.C. 301,788
