Exhibit 10.43
CVC, INC.
AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT
This Amended and Restated Stockholders' Agreement (this "Agreement") is
entered into as of May 10, 1999 by and among CVC, Inc. a Delaware corporation
(the "Company"), the current stockholders of the Company listed on EXHIBIT A
attached hereto (the "Current Stockholders") and those persons listed on EXHIBIT
C attached hereto (the "Former Commonwealth Stockholders" and together with the
Current Stockholders, the "Stockholders").
RECITALS
A. The Company, CVC Acquisition Corporation and Commonwealth Scientific
Corporation ("Commonwealth") have entered into an Agreement and Plan of Merger
(the "Merger Agreement"), dated as of April 1, 1999, pursuant to which the
Company is issuing shares of its common stock, par value $.01 per share to the
Former Commonwealth Stockholders in exchange for all outstanding shares of
Commonwealth.
B. The Company and the Current Stockholders are party to that certain
Amended and Restated Stockholders' Agreement, dated as of December 10, 1998 (the
"Stockholders' Agreement").
C. In order to induce Commonwealth to enter into the Merger Agreement,
and to provide for certain rights as among the parties, all as set forth herein,
the Company and the Current Stockholders have agreed to amend and restate the
Stockholders' Agreement.
D. The execution and delivery of this Agreement is a condition to the
closing of the transactions contemplated by the Merger Agreement.
NOW, THEREFORE, in reliance on the foregoing recitals, and in and for
the mutual covenants and consideration set forth herein, the parties hereto
agree as follows:
SECTION 1
CERTAIN DEFINITIONS
As used in this Agreement the following terms shall have the following
respective meanings:
1.1 "CURRENT STOCKHOLDERS" shall mean the Stockholders of the Company
set forth on EXHIBIT A attached hereto.
1.2 "FORMER COMMONWEALTH STOCKHOLDERS" shall mean the Stockholders of
the Company set forth on Exhibit C hereto.
1.3 "PRINCIPAL STOCKHOLDERS" shall mean Global Private Equity III
Limited Partners, Advent PGGM Global Limited Partnership, Advent Partners GPE
III Limited Partnership, Advent Partners (NA) GPE III Limited Partnership and
Advent Partners Limited Partnership (collectively, the "Investors"), Seagate
Technology, Inc., a Delaware corporation ("Seagate"); Nikko Tecno Co., Inc., a
Japanese corporation ("Nikko"); Xxxxxxxxx X. Xxxxxxx and Xxxx X. Xxxxxxx.
1.4 "REGISTRATION RIGHTS AGREEMENT" shall mean the Amended and Restated
Registration Rights Agreement, dated as of the date hereof, among the Company
and the Current Stockholders.
1.5 "SECURITIES" shall mean (i) the Company's equity securities
(including, without limitation, securities convertible into such equity
securities) and (ii) rights, options or warrants to subscribe for, purchase or
otherwise acquire any equity securities of the Company.
1.6 "SHARES" shall mean the shares of Common Stock, Series A Preferred
Stock, Series B Preferred Stock and Series C Preferred Stock.
1.7 "GROUP" shall mean the Stockholders listed on the signature pages
hereto and their permitted transferees pursuant to Section 4.2.
SECTION 2
RIGHT OF FIRST OFFER
2.1 PRINCIPAL STOCKHOLDER RIGHT. Except as provided in Section 4.2
hereof, at any time a Stockholder (the "Seller") proposes to transfer to a third
party (a "Third Party Transferee") any Securities of the Company (the "Offered
Securities"), Seller shall first offer to sell the Offered Securities to each
Principal Stockholder that is not the Seller (the "Non-Selling Stockholders")
and each Non-Selling Stockholder shall have a right to purchase such Non-Selling
Stockholders' Pro Rata Share (as defined in Section 2.4 hereof) of the Offered
Securities on the terms and conditions described herein. No Non-Selling
Stockholder shall have the right to purchase any of the Offered Securities
unless all of the Offered Securities are purchased by the Non-Selling
Stockholders pursuant to either this Section 2.1 or Section 2.2 below.
2.2 OVER-ALLOTMENT OPTION. In the event that any one or more of the
Non-Selling Stockholders chooses not to purchase or to purchase less than all of
such Non-Selling Stockholders' Pro Rata Share of Offered Securities pursuant to
Section 2.1, those Non-Selling Stockholders, if any, that shall have elected to
purchase their full Pro Rata Share of the Offered Securities shall also have a
right to purchase the remaining Offered Securities (the "Over-Allotment
Option"), in addition to such Offered Securities as they shall have already
elected to purchase, if they shall have so elected as provided for in Section
2.3(b) below. If more than one Non-Selling Stockholder elects to exercise its
Over-Allotment Option, and the aggregate number of Offered Securities, such
Non-Selling Stockholders elected to purchase exceeds the aggregate
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number of Offered Securities then remaining, then the Offered Securities to be
purchased pursuant to the Over-Allotment Option shall be divided among such
Non-Selling Stockholders to the extent necessary to reflect their respective Pro
Rata Share, or on such other basis as such Non-Selling Stockholders may agree
amongst themselves in writing. In the event that the Non-Selling Stockholders do
not elect to purchase in the aggregate all of the Offered Securities pursuant to
Section 2.1 and this Section 2.2, then no Non-Selling Stockholder shall have the
right to purchase any of the Offered Securities pursuant to Section 2.1 and this
Section 2.2.
2.3 PROCEDURE.
(a) The Seller shall deliver a notice (the "Transfer Notice")
to each Non-Selling Stockholder and to the Company, stating (i) such Seller's
desire to transfer the Offered Securities to a Third Party Transferee, (ii) the
number of Offered Securities to be transferred and (iii) the price, terms and
conditions upon which the proposed transfer of Offered Securities is to be made.
(b) Within twenty (20) days after delivery of the Transfer
Notice to the Company and the Non-Selling Stockholders, the Non-Selling
Stockholder shall indicate in writing (the "Election Notice") to the Company and
the Seller whether such Non-Selling Stockholder elects to purchase any or all of
its Pro Rata Share of the Offered Securities to which the Transfer Notice refers
at the price per share and on the terms and conditions specified in the Transfer
Notice.
(c) If the Company and Seller shall have received one or more
Election Notices within twenty (20) days from the date all the Non-Selling
Stockholders are deemed to have received the Transfer Notice, in which one or
more (but less than all) Non-Selling Stockholders have elected to purchase their
full Pro Rata Share of the Offered Securities, the Company shall immediately
notify the Seller to such effect and the Seller shall immediately give each such
Non-Selling Stockholder and the Company notice (the "Over-Allotment Notice")
indicating the aggregate amount of Offered Securities as to which the
Non-Selling Stockholders shall not have exercised their respective rights of
first offer. Each Non-Selling Stockholder who shall have elected to purchase at
least its full Pro Rata Share of such Offered Securities, pursuant to this
Section 2.3, shall have five (5) days from any delivery date of the
Over-Allotment Notice, to give notice (the "Over-Allotment Election Notice") to
the Company and the Seller whether it elects to exercise its Over-Allotment
Option granted in Section 2.2 hereof (and, if so, the maximum number of
additional shares of Offered Securities it elects to purchase pursuant thereto).
(d) In the event the Non-Selling Stockholders elect in the
aggregate to purchase all of the Offered Securities, then the Seller and the
Non-Selling Stockholders electing to purchase Offered Securities shall
consummate the sale of the Offered Securities pursuant to the terms of the
Transfer Notice within sixty (60) days after delivery of the Transfer Notice.
2.4 PRO RATA SHARE. Each Non-Selling Stockholder's "Pro Rata Share,"
for purposes of this Section 2, is equal to the fraction obtained by dividing
(a) the sum of the total number of shares of any (i) Common Stock, (ii) Common
Stock issuable upon conversion of any of the Company's equity securities, and
(iii) Common Stock issuable upon exercise of any options or warrants (including
warrants to purchase Preferred Stock) then held by such Non-Selling
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Stockholder by (b) the sum of the total number of shares of (i) Common Stock,
(ii) Common Stock issuable upon the conversion of the Company's equity
securities and (iii) Common Stock issuable upon any exercise of any options or
warrants (including warrants to purchase Preferred Stock) then outstanding and
held by all of the Non-Selling Stockholders; provided, however, for the purposes
of the second sentence of Section 2.2, clause (b) of this Section 2.4 shall
include only those shares held by the Non-Selling Stockholders electing their
Over-Allotment Option.
2.5 TRANSFER OF OFFERED SECURITIES UPON FAILURE TO EXERCISE RIGHTS OF
FIRST OFFER.
(a) In the event that the Non-Selling Stockholders do not
elect to purchase all of the Offered Securities, the Seller may, not later than
one hundred twenty (120) days following delivery to the Non-Selling Stockholders
of the Transfer Notice conclude a transfer of all of the Offered Securities
covered by the Transfer Notice (i) at or above the price and (ii) on terms and
conditions not more favorable in any material respect to a Third Party
Transferee than those described in the Transfer Notice; provided, that if such
Third Party Transferee is a competitor of the Company, as determined by the
Board of Directors of the Company in good faith, the Board of Directors of the
Company must first consent to such proposed transfer. Any proposed transfer at a
price below or on terms and conditions more favorable in any material respect to
a Third Party Transferee than those described in the Transfer Notice, as well as
any subsequent proposed transfer of any of the Offered Securities by the Seller,
shall again be subject to the right of first offer set forth in this Section 2,
and shall require compliance by the Seller with the procedures described in this
Section 2.
(b) No sale of Securities to a Third Party Transferee pursuant
to this Section 2.5 shall be effective unless the Third Party Transferee shall
have executed such documentation, in form and substance satisfactory to the
Company, evidencing agreement by the Third Party Transferee to be bound by the
provisions of this Agreement and the Third Party Transferee agrees to be bound
by the terms of the Registration Rights Agreement.
SECTION 3
CO-SALE RIGHT
3.1 SALE OF SUBSTANTIAL INTEREST.
(a) If at any time any Stockholder acting independently or in
conjunction with any other Stockholders (a "Stockholders Group") proposes to
transfer (other than in accordance with Section 4.2) in the aggregate 70% or
more of the then outstanding Securities (determined on a fully diluted as
converted basis) to a bona fide purchaser or purchasers in an arm's-length
transaction, for fair value, such Stockholders Group shall provide each other
Stockholder with not less than twenty (20) days' prior written notice of such
proposed sale, which notice shall include the terms and conditions of such
proposed sale. Each Stockholder not belonging to the Stockholders Group shall
have the option, exercisable by written notice to the Stockholders Group within
ten (10) days after the receipt of the Stockholders Groups' notice, to require
the
4
Stockholders Group to arrange for such bona fide purchaser or purchasers to
purchase the same percentage (the "Percentage") of the Securities then owned by
each such Stockholder as the percentage of the total number of Securities owned
by such offering Stockholders Group which are to be sold pursuant to the bona
fide offer, at the same time as, and upon the same terms and conditions at
which, the offering Stockholders Group sells its Securities. If any such other
Stockholder shall so elect, the offering Stockholders Group agrees that it shall
either (x) arrange for the proposed purchaser or purchasers to purchase the same
Percentage of the Securities then owned by each such other Stockholder at the
same time as and upon the same terms and conditions at which the offering
Stockholder Group sells its Securities, or (y) not effect the proposed sale to
such purchaser or purchasers.
(b) All rights to sell any Securities in accordance with this
Section 3 shall be subject to the provisions of Section 2 hereof.
SECTION 4
ADDITIONAL PROVISIONS
4.1 INVALID TRANSFERS. Any sale, assignment or other transfer of
Securities by a Stockholder contrary to the provisions of Section 2 and Section
3 hereof shall be null and void, and the transferee shall not be recognized by
the Company as the holder or owner of the Securities sold, assigned, or
transferred for any purpose (including, without limitation, voting or dividend
rights), unless and until a Stockholder has satisfied the requirements of
Section 2 and Section 3 hereof with respect to such sale. A Selling Stockholder
shall provide the Company and the other Stockholders with written evidence that
such requirements have been met or waived prior to consummating any sale,
assignment or other transfer of securities, and no Securities shall be
transferred on the books of the Company until such written evidence has been
received by the Company and the Stockholders.
4.2 PERMITTED TRANSFERS.
(a) Any Stockholder may transfer any Securities to the
following (each a "Permitted Transferee") without complying with the provisions
of Section 2 or Section 3 hereof: (i) to a member of such Stockholder's
immediate family, (ii) to a trust established by such Stockholder for the
benefit of the Stockholder or such Stockholder's immediate family, (iii)
pursuant to a testamentary will or applicable laws of descent and distribution,
or (iv) any majority-owned subsidiary or controlled affiliate of such
Stockholder (but only if and for so long as such subsiding or affiliate remains
a majority-owned subsidiary or controlled affiliate of the Stockholder).
(b) No sale, assignment or transfer of Securities pursuant to
Section 4.2(a) shall be effective unless and until the Permitted Transferee
shall have executed such documentation, in form and substance satisfactory to
the Company, evidencing the agreement by the Permitted
5
Transferee to be bound by the provisions of this Agreement and the Registration
Rights Agreement.
4.3 LEGENDS. Each certificate evidencing any of the Shares now owned or
hereafter acquired by the Stockholders shall bear a legend substantially as
follows:
The shares represented by this certificate have not been registered
under the Securities Act of 1933, as amended ("the Act"), and have been
acquired for investment and not with a view to, or in connection with,
the sale or distribution thereof. Such shares may not be sold, offered
for sale, pledged or hypothecated in the absence of such registration
unless (a) the Corporation receives an opinion of counsel reasonably
satisfactory to it stating that such sale or transfer is exempt from
the registration and prospectus delivery requirements of the act, (b)
it is established to the satisfaction of the Corporation that such sale
or transfer is in a transaction which is exempt under, or otherwise in
compliance with, such laws or (c) the Corporation receives a "no
action" letter or similar declaration from the securities and exchange
commission to the effect that such sale or transfer without
registration will not result in a recommendation by said commission
that action be taken with respect thereto. Copies of the agreements
covering the purchase of these shares and restricting the sale,
assignment, transfer, or other disposition of, or the voting of, the
shares represented by this certificate may be obtained at no cost by
written request made by the holder of record of this certificate to the
Secretary of the Corporation at the principal executive offices of the
Corporation.
The Corporation is authorized to issue more than one class of stock.
Shareholders may obtain, upon written request and without charge, a
statement of the rights, preferences, privileges, and restrictions
granted to or imposed upon each class or series of shares authorized to
be issued and upon the holders thereof from the principal office of the
Corporation.
4.4 LEGEND REMOVAL. The last sentence of the first paragraph of the
legend referred to in Section 4.3 shall be removed upon termination of this
Agreement in accordance with the provisions of 6.1.
SECTION 5
5.1 ELECTION OF DIRECTORS. At each annual meeting of the Stockholders
and at each special meeting of the Stockholders called for the purpose of
electing directors of the Company, and at any time at which stockholders of the
Company shall have the right to, or shall, vote for directors of the Company,
then, and in each event, the Stockholders hereby agree to attend each meeting in
person or by proxy and hereby agree to vote stock of the Company and Shares of
the Company now owned or hereafter acquired by him, her or it (whether at a
meeting or by written consent in lieu thereof), to fix the number of members of
the Board of Directors of the Company (the "Board") at ten (10) and to elect and
thereafter to continue in office as a Director of the
6
Company the following: (i) one (1) director shall be a person nominated by Nikko
(who shall initially be Mr. Seiya Miyanishi) (the "Nikko Representative"); (ii)
two (2) directors shall be persons nominated by Seagate (who shall initially be
G. Xxxxxxx Xxxxxx and Xxxxxx X. Xxxxx) (the "Seagate Representatives"); (iii)
the Chief Executive Officer of the Company (as long as such person shall serve
in such capacity); (iv) four (4) Directors shall be persons nominated by
Xxxxxxxxx X. Xxxxxxx ("Xxxxxxx") (who shall initially be Xxxxxx X. Xxxx, Xxxxxx
X. Xxxxxx, Xxxxx Xxxxxx and Xxxxxx Xxxx) (the "Xxxxxxx Representatives"); (v)
one (1) director shall be nominated by Global Private Equity III Limited
Partnership (who shall initially be Xxxxxxx X. Xxxxxxxx) (the "Advent
Representative") and (vi) one (1) director shall be a person nominated by the
Former Commonwealth Stockholders (the "Commonwealth Representative"). Each
holder of Series A Preferred and Common Stock hereby (other than the shares of
Common Stock issued upon conversion of the Series B Preferred or Series C
Preferred and the shares of Common Stock held by the Former Commonwealth
Stockholders) grants his, her or its irrevocable proxy coupled with an interest
to each of Xxxxxxxxx Xxxxxxx and Nikko, Inc. to vote his, her or its shares of
Series A Preferred and/or Common Stock (other than the shares of Common Stock
issued upon conversion of the Series B Preferred, Series C Preferred or Series D
Preferred and shares of Common Stock held by the Former Commonwealth
Stockholders) on each of the foregoing matters (including the removal of
directors and the filling of vacancies) with respect to which, and for so long
as, Xxxxxxxxx Xxxxxxx and/or Nikko, Inc. have the right to direct such votes. A
vacancy in any of the directorships to be occupied by a Xxxxxxx Representative
shall be filled only by vote or written consent of Xxxxxxx; a vacancy in the
directorship to be occupied by the Nikko Representative shall be filled only by
vote or written consent of Nikko; a vacancy in either of the directorships to be
occupied by a Seagate Representative shall be filled only by vote or written
consent of Seagate; a vacancy in the directorship to be occupied by the Advent
Representative shall be filled only by vote or written consent of Advent and a
vacancy in the directorship to be occupied by the Commonwealth Representative
shall be filled only by vote or written consent of the Former Commonwealth
Stockholders. A member of the Board of Directors may not at any time also be a
director of a "Competitor" of the Company shall mean a person who or which is
engaged in a line of business in which the Company is then engaged in or in
which the Company is then actively considering engaging.
5.2 COMPENSATION COMMITTEE. There shall be maintained at all times
during the term of this Agreement, a Compensation Committee of the Board of
Directors (the "Compensation Committee") which shall be comprised of at least
three (3) directors. The Compensation Committee will determine the compensation
of all senior employees and consultants of the Company (including salary, bonus,
equity participation and benefits). The compensation of senior employees and
consultants shall be reviewed by the Compensation Committee on an annual basis,
and the decision by a majority of the members of the Compensation Committee will
control the Committee's actions.
5.3 AUDIT COMMITTEE. There shall be maintained at all times thereafter
during the term of this Agreement, an Audit Committee of the Board of Directors
(the "Audit Committee") which shall be comprised of three (3) directors: one (1)
of whom shall be the Advent Representative. The Audit Committee will determine
the Company's audit policies, review audit reports and recommendations made by
the Company's internal audit staff and its independent
7
auditors, meet with the Company's independent auditors, oversee the independent
auditors, and recommend the Company's engagement of independent auditors.
5.4 BOARD MEETINGS. The Board of Directors of the Company shall meet at
least four (4) times a year. The Company shall reimburse each of the Directors
for all travel and out-of-pocket expenses incurred by such director in attending
such meetings. In addition to the four (4) meetings of the Board of Directors to
be held annually as described herein, the Company covenants and agrees that it
shall cause each of the Chief Executive Officer and the Chief Financial Officer
of the Company to be available to meet with the Advent Representative either in
person or by telephone upon the reasonable request of the Advent Representative
while the Advent Representative is a member of the Board of Directors.
SECTION 6
MISCELLANEOUS
6.1 TERMINATION. This Agreement shall terminate upon (i) the closing of
the initial firm commitment underwritten public offering of the Common Stock, or
(ii) the occurrence of the merger or consolidation of the Company into, or the
sale of all or substantially all of the Company's assets to another corporation,
unless the stockholders of the Company immediately prior to such merger,
consolidation or sale shall own at least a majority of the voting stock of such
other corporation immediately after such merger, consolidation or sale. With
respect to Section 2 hereof, (i) the rights of any Principal Stockholder (other
than Investor) shall terminate on the date such Principal Stockholder owns
shares constituting less than 5% of the Company's Common Stock on a fully
diluted as converted basis and (ii) with respect to the Investors, their rights
hereunder shall terminate on the date Investors no longer hold shares of Series
D Redeemable Preferred Stock or owns shares constituting less than 5% of the
Company Common Stock on a fully diluted as converted basis.
6.2 ENTIRE AGREEMENT; AMENDMENT. This Agreement constitutes the full
and entire understanding and agreement between the parties with regard to the
subjects hereof. This Agreement may only be amended or waived by a writing
signed by holders of at least 75% of the shares held by Stockholders on an as
converted basis. Any amendment or waiver effected in accordance with this
Section 6.2 shall be binding upon each Stockholder at the time outstanding
(including securities into which such securities are convertible), each future
holder of all such securities, and the Company. Notwithstanding the foregoing,
any amendment to or waiver of the provisions of Sections 2, 3, 5, 6.1 and 6.2 as
they relate in any respect to the Investors effected in accordance with this
Section 6.2 may not be effected without the prior written consent of the Advent
Representative.
6.3 NOTICE. All notices and other communications required or permitted
hereunder shall be in writing and shall be mailed by registered or certified
mail, postage prepaid, by overnight courier, or otherwise delivered by hand or
by messenger or sent by facsimile and confirmed by mail, addressed (a) if to a
Current Stockholder, at the Current Stockholder's address set forth on EXHIBIT A
attached hereto, or at such other address as the Stockholder shall have
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furnished to the Company and the other Current Stockholders in writing, (b) if
to the Company, 000 Xxx Xxxx, Xxxxxxxxx, Xxx Xxxx 00000, telephone (716)
000-0000, facsimile (000) 000-0000, and addressed to the attention of the
President, with a copy to Xxxxx Xxxxxxxxxx LLP, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx
Xxxx, Xxx Xxxx 00000 (Attention: Xxxxxxxxx X. Xxxxxx, Esq.), telephone: (212)
000-0000, facsimile: (000) 000-0000, (c) to the Investors at the address set
forth on EXHIBIT B attached hereto, with a copy to Xxxxxxxx, Xxxxxxx & Xxxxxxx,
A Professional Corporation, 000 Xxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000,
Attention: Xxxxxxx X. Xxxxxxxx, Xx., P.C. and (d) to the Former Commonwealth
Stockholders at the address set forth on EXHIBIT C attached hereto, with a copy
to Hunton & Xxxxxxxx, Riverfront Plaza, East Tower, 000 Xxxx Xxxx Xxxxxx,
Xxxxxxxx, Xxxxxxxx 00000, Attention: Xxxxx Xxxxxx, Esq. Each of such notice or
other communication shall for all purposes of this Agreement be treated as
effective or having been given when delivered if delivered personally, or, if
sent by mail, at the earlier of its receipt or 72 hours after the same has been
deposited in a regularly maintained receptacle for deposit of the United States
mail as aforesaid, or if sent by FedEx or other reputable overnight carrier, two
days after delivery of such courier.
6.4 SUCCESSORS AND ASSIGNS. This Agreement and the rights and
obligations of the parties hereunder shall inure to the benefit of, and be
binding upon, their respective successors, assigns and legal representatives.
6.5 COUNTERPARTS. This Agreement may be executed in any number of
counterparts, all of which together shall constitute one instrument, and each of
which may be executed by less than all of the parties to this Agreement.
6.6 SEVERABILITY. In the event that any provision of this Agreement
becomes or declared by a court of competent jurisdiction to be illegal,
unenforceable or void, this Agreement shall continue in full force and effect
without said provision; provided that no such severability shall be effective if
it materially changes the economic benefit of this Agreement to any party.
6.7 GOVERNING LAW. The Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware without giving effect to the
conflicts of laws provisions thereof.
* * * * *
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IN WITNESS WHEREOF, this agreement has been duly executed by the
parties hereto as of the date first above written.
THE COMPANY: CVC, INC.
By:
------------------------------------
Name: Xxxxxxxxx X. Xxxxxxx
Title: President & CEO
CURRENT STOCKHOLDERS:
GLOBAL PRIVATE EQUITY III LIMITED PARTNERS
By: Advent International Limited Partnership, G.P.
By: Advent International Corporation, G.P.
By:
------------------------------------
Xxxxxxx X. Xxxxxxxx, Senior V.P.
ADVENT PGGM GLOBAL LIMITED PARTNERSHIP
By: Advent International Limited Partnership, G.P.
By: Advent International Corporation, G.P.
By:
------------------------------------
Xxxxxxx X. Xxxxxxxx, Senior V.P.
ADVENT PARTNERS GPE III LIMITED PARTNERSHIP
By: Advent International Limited Partnership, G.P.
By: Advent International Corporation, G.P.
By:
------------------------------------
Xxxxxxx X. Xxxxxxxx, Senior V.P.
ADVENT PARTNERS (NA) GTE III LIMITED PARTNERSHIP
By: Advent International Limited Partnership, G.P.
By: Advent International Corporation, G.P.
By:
------------------------------------
Xxxxxxx X. Xxxxxxxx, Senior V.P.
ADVENT PARTNERS LIMITED PARTNERSHIP
By: Advent International Limited Partnership, G.P.
B-1
By: Advent International Corporation, G.P.
By:
------------------------------------
Xxxxxxx X. Xxxxxxxx, Senior V.P.
By: Advent International
Corporation,
General Partner
By:
Xxxxxxx X. Xxxxxxxx,
Senior Vice President
------------------------------------
Xxxx Xxxxxxx
------------------------------------
Xxxxxxxxx Xxxxxxx
------------------------------------
Xxxxxxx Xxxxxxx
------------------------------------
Xxxx Xxxxxxx
LIVA & Co.
By:
----------------------------------
Name:
Title:
NIKKO TECNO CO., INC.
By:
----------------------------------
Name:
Title:
------------------------------------
Xxxxx Xxxxxx
------------------------------------
Xxxxx Xxxxxx
------------------------------------
Xxxxxxxxxxx Xxxx
B-2
------------------------------------
Xxxxxx Xxxxxx
------------------------------------
Xxxxxxx Xxxxxxx
------------------------------------
Xxxxxxx Xxxxxxxx, Jt.
------------------------------------
Xxxxx Xxxxx
------------------------------------
Xxxx Xxxxx
------------------------------------
Xxxxxx Xxxx
------------------------------------
Xxxxx Xxxxxx
Seagate Technology
By:
----------------------------------
Name:
Title:
------------------------------------
Xxxxxx Xxxxx
------------------------------------
Xxxxx Xxxxxx
------------------------------------
Yong Xxx Xxx
------------------------------------
Xxxxxx Xxxx
B-3
------------------------------------
Xxxxxxx Xxxxxxx
------------------------------------
Xxxxxx Xxxxxxx
------------------------------------
Xxxxx Xxxxxx
------------------------------------
Xxxxx Xxxx
------------------------------------
Xxxxx Xxxxxxxx
------------------------------------
Xxxx Xxxx
------------------------------------
Xxxxxxxxx X. Xxxxxxx
------------------------------------
Xxxx Xxxx
B-4
THE FORMER COMMONWEALTH STOCKHOLDERS:
B-5
EXHIBIT A
CURRENT STOCKHOLDERS
Xxxx Xxxxxxx
Xxxxxxxxx Xxxxxxx
Xxxxxxx Xxxxxxx
Xxxx Xxxxxxx
Liva & Co.
NIKKO TECNO CO., INC.
Xxxxx Xxxxxx
Xxxxx Xxxxxx
Xxxxxxxxxxx Xxxx
Xxxxxx Xxxxxx
Xxxxxxx Xxxxxxx
Xxxxxx Xxxxxxxx, Xx.
Xxxxx Xxxxx
Xxxx Xxxxx
Xxxxxx Xxxx
Xxxxx Xxxxxx
Xxxxxx Xxxxx
Xxxxx Xxxxxx
Xxxx Xxx Xxx
Xxxxxx Xxxx
Xxxxxxx Xxxxxxx
Xxxxxx Xxxxxxx
Xxxxx Xxxxxx
Xxxxx Xxxx
Xxxxx Xxxxxxxx
SEAGATE TECHNOLOGY
Xxxx Xxxx
Xxxxxxxxx X. Xxxxxxx
Xxxx Xxxx
GLOBAL PRIVATE EQUITY III LIMITED PARTNERSHIP
ADVENT PGGM GLOBAL LIMITED PARTNERSHIP
ADVENT PARTNERS GPE III LIMITED PARTNERSHIP
ADVENT PARTNERS (NA) GPE III LIMITED PARTNERSHIP
ADVENT PARTNERS LIMLITED PARTNERSHIP
B-6
EXHIBIT B
---------
INVESTORS
---------
GLOBAL PRIVATE EQUITY III
LIMITED PARTNERSHIP
ADVENT PGGM
GLOBAL LIMITED PARTNERSHIP
ADVENT PARTNERS GPE III
LIMITED PARTNERSHIP
ADVENT PARTNERS (NA) GPE III
LIMITED PARTNERSHIP
ADVENT PARTNERS
LIMITED PARTNERSHIP
c/o Advent International Corporation
00 Xxxxx Xxxxxx
Xxxxxx, XX 00000
Attention: Xxxxxxx X. Xxxxxxxx
B-7
EXHIBIT C
---------
FORMER COMMONWEALTH STOCKHOLDERS
--------------------------------
B-8
