EXHIBIT 10.6
ESCROW AGREEMENT
----------------
AGREEMENT, dated as of the 27th day of January, 1997 and effective as of
the Effective Date, as defined herein, by and among American Stock Transfer &
Trust Company, a New York corporation (hereinafter referred to as the "Escrow
Agent"), Notify Corporation, a California corporation (the "Company"), and the
shareholders of the Company who have executed this agreement (hereinafter
collectively called the "Shareholders").
WHEREAS, the Company contemplates a public offering ("Public Offering") of
Units ("Units"), each Unit consisting of one share of its Common Stock, $.001
par value (the "Common Stock") one redeemable Class A Warrant (the "Class A
Warrant") and one redeemable Class B Warrant ("Class B Warrant") through X.X.
Xxxxx Investment Banking Corp. as underwriter (the "Underwriter") pursuant to a
Registration Statement (the "Registration Statement") on Form SB-2 to be filed
with the Securities and Exchange Commission ("SEC"); and
WHEREAS, the Shareholders have agreed to deposit in escrow an aggregate of
1,374,545 shares of Common Stock, upon the terms and conditions set forth
herein.
In consideration of the mutual covenants and promises herein contained, the
parties hereto agree as follows:
1. The Shareholders and the Company hereby appoint American Stock Transfer
& Trust Company as Escrow Agent and agree that the Shareholders will, prior to
the filing of the Registration Statement relating to the Public Offering,
deliver to the Escrow Agent to hold in accordance with the provisions hereof,
certificates representing an aggregate of 1,374,545
shares of Common Stock owned of record by the Shareholders in the respective
amounts set forth on Exhibit A hereto (the "Escrow Shares"), together with
---------
stock powers executed in blank. The Escrow Agent, by its execution and
delivery of this Agreement hereby acknowledges receipt of the Escrow Shares
and accepts its appointment as Escrow Agent to hold the Escrow Shares in
escrow, upon the terms, provisions and conditions hereof.
2. This Agreement shall become effective upon the date on which the
Securities and Exchange Commission declares effective the Registration Statement
("Effective Date") and shall continue in effect until the earlier of (i) the
date specified in paragraph 4(e) hereof or (ii) the distribution by the Escrow
Agent of all of the Escrow Shares in accordance with the terms hereof (the
"Termination Date"). The period of time from the Effective Date until the
Termination Date is referred to herein as the "Escrow Period."
3. During the Escrow Period, the Escrow Agent shall receive all of the
money, securities, rights or property distributed in respect of the Escrow
Shares then held in escrow, including any such property distributed as dividends
or pursuant to any stock split, merger, recapitalization, dissolution, or total
or partial liquidation of the Company, such property to be held and distributed
as herein provided and hereinafter referred to collectively as the "Escrow
Property."
4.(a) The Escrow Shares are subject to release to the Shareholders only in
the event the conditions set forth herein are met. The Escrow Agent, upon
notice to such effect from the Company as provided in paragraph 5 hereof, shall
deliver 687,273 of the Escrow Shares and the Escrow Property deposited in escrow
with respect to such Escrow Shares, to the respective Shareholders, if, and only
if, one of the following conditions is met:
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(i) the Company's net income before provision for income taxes
and exclusive of any extraordinary earnings (all as audited and determined by
the Company's independent public accountants) (the "Minimum Pretax Income")
amounts to at least $1.4 million for either the fiscal year ending on
September 30, 1997 or for the fiscal year ending on September 30, 1998; or
(ii) the Minimum Pretax Income amounts to at least $2.3 million
for the fiscal year ending on September 30, 1999; or
(iii) the Minimum Pretax Income amounts to at least $3.4 million
for the fiscal year ending on September 30, 2000; or
(iv) the Minimum Pretax Income amounts to at least $4.5 million
for the fiscal year ending on September 30, 2001; or
(v) the Minimum Pretax Income amounts to at least $6.8 million
for the fiscal year ending on September 30, 2002; or
(vi) commencing at the Effective Date and ending 18 months after
the Effective Date, the Bid Price of the Company's Common Stock shall average
in excess of $12.00 per share (subject to adjustment in the event of any
reverse stock splits or other similar events) for 30 consecutive business
days; or
(vii) commencing 18 months from the Effective Date and ending 36
months after the Effective Date, the Bid Price shall average in excess of
$15.00 per share (subject to adjustment in the event of any reverse stock
splits or other similar events) for 30 consecutive business days.
(viii) the Company is acquired by or merged into another entity in
a transaction in which shareholders of the Company receive per share
consideration at least equal to the level set forth in (vi) above.
(b) The Escrow Agent, upon notice to such effect from the Company as
provided in paragraph 5 hereof, shall deliver the remaining 687,272 Escrow
Shares, together with stock powers executed in blank, and the Escrow Property
deposited in escrow with respect to such Escrow Shares, to the respective
Shareholders, if, and only if, one of the following conditions is met:
(i) the Minimum Pretax Income amounts to at least $2.3 million for
either the fiscal year ending on September 30, 1997 or for the fiscal year
ending on September 30, 1998; or
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(ii) the Minimum Pretax Income amounts to at least $3.4 million
for the fiscal year ending on September 30, 1999; or
(iii) the Minimum Pretax Income amounts to at least $4.5 million
for the fiscal year ending on September 30, 2000; or
(iv) the Minimum Pretax Income amounts to at least $5.6 million
for the fiscal year ending on September 30, 2001; or
(v) the Minimum Pretax Income amounts to at least $7.9 million
for the fiscal year ending on September 30, 2002; and
(vi) commencing at the Effective Date and ending 18 months after
the Effective Date, the Bid Price of the Company's Common Stock shall average
in excess of $13.30 per share (subject to adjustment in the event of any
reverse stock splits or other similar events) for 30 consecutive business
days; or
(vii) commencing 18 months from the Effective Date and ending 36
months after the Effective Date, the Bid Price shall average in excess of
$16.75 per share (subject to adjustment in the event of any reverse stock
splits or other similar events) for 30 consecutive business days.
(viii) the Company is acquired by or merged into another entity in
a transaction in which shareholders of the Company receive per share
consideration at least equal to the level set forth in (vi) above.
(c) As used in this Section 4, the term "Closing Price" shall be
subject to adjustments in the event of any stock dividend, stock distribution,
stock split or other similar event and shall mean:
(i) If the principal market for the Common Stock is a national
securities exchange or the Nasdaq National Market, the closing sales price of
the Common Stock as reported by such exchange or market, or on a consolidated
tape reflecting transactions on such exchange or market; or
(ii) if the principal market for the Common Stock is not a
national securities exchange or the Nasdaq National Market and the Common
Stock is quoted on the Nasdaq SmallCap Market, the closing bid price of the
Common Stock as quoted on the Nasdaq SmallCap Market; or
(iii) if the principal market for the Common Stock is not a
national securities exchange or the Nasdaq National Market and the Common
Stock is not quoted on the Nasdaq SmallCap Market, the closing bid for the
Common Stock as reported by the National Quotation Bureau, Inc. ("NQB") or at
least two market makers in the Common Stock if quotations are not available
from NQB but are available from market makers.
-4-
(d) The determination of Minimum Pretax Income shall be determined by
the Company's independent public accountants in accordance with U.S. generally
accepted accounting principles provided that such determination is calculated
exclusive of any extraordinary earnings or charges (including any charges
incurred by the Company in connection with the release from escrow of the
Escrow Shares and any Escrow Property in respect thereof pursuant to the
provisions of this paragraph 4).
(e) In the event of any issuance (such issuance being herein called a
"Change of Shares") of additional shares of Common Stock (or securities
convertible into or exchangeable for Common Stock without the payment of
additional consideration, referred to as "Convertible Securities") after the
Effective Date, then each of the Minimum Pretax Income amounts set forth in
subparagraph (a) above shall be increased to an amount (the "Adjusted Minimum
Pretax Income") calculated in accordance with the formula set forth in
subparagraph (ii) below.
(i) For purposes of the foregoing paragraph, a Change of Shares
shall exclude shares of Common Stock sold in the Public Offering, Common Stock
or Convertible Securities issued in connection with a stock split or stock
dividend or distribution, and Common Stock issued upon the exercise of options
or warrants granted prior to the effective date, but shall include any shares
of Common Stock or Convertible Securities that are issued upon the exercise of
the Class A Warrants, the Class B Warrants or any other options or warrants
granted after the Effective Date by the Company.
(ii) Each Adjusted Minimum Pretax Income amount shall be
calculated by multiplying the applicable Minimum Pretax Income amount prior to
the Change of Shares by a fraction, the numerator of which shall be the
weighted average number of shares of Common Stock outstanding during the
fiscal year for which the determination is being made (including the Escrow
Shares, any shares of Common Stock issuable upon the conversion of any
Convertible Securities and any shares of Common Stock issuable upon the
exercise of warrants and options outstanding immediately prior to the
effective date, but excluding treasury stock), and the denominator of which
shall be the sum of (x) the number of shares of Common Stock outstanding on
the Effective Date (including the Escrow Shares and any shares of Common Stock
issuable upon the conversion of Convertible Securities or the exercise of
warrants and options outstanding immediately prior to the Effective Date) plus
(y) the number of shares of
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Common Stock sold by the Company pursuant to the Prospectus included in the
Registration Statement, after adjustment for any stock dividends, stock splits
or similar events. The Adjusted Minimum Pretax Income amounts shall be
calculated successively whenever such a Change of Shares occurs.
(f) If the Escrow Agent has not received the notice provided for in
Paragraph 5 hereof on or prior to December 31, 2002, the Escrow Agent shall
deliver the certificates representing the remaining Escrow Shares, together
with stock powers executed in blank, and any related Escrow Property to the
Company to be placed in the Company's treasury for cancellation thereof as a
contribution to capital. After such date, the Shareholders shall have no
further rights as a shareholder of the Company with respect to any of the
canceled Escrow Shares.
5. Upon the occurrence or satisfaction of any of the events or
conditions specified in Paragraph 4 hereof, the Company shall promptly give
appropriate notice to the Escrow Agent, the Underwriter (and if the transfer
agent of the Company's Common Stock is different from the Escrow Agent, such
transfer agent) and present such documentation as is reasonably required by the
Escrow Agent to evidence the satisfaction of such conditions.
6. It is understood and agreed by the parties to this Agreement as
follows:
(a) The Escrow Agent is not and shall not be deemed to be a
trustee for any party for any purpose and is merely acting as a depository and
in a ministerial capacity hereunder with the limited duties herein prescribed.
(b) The Escrow Agent does not have and shall not be deemed to
have any responsibility in respect of any instruction, certificate or notice
delivered to it or of the Escrow Shares or any related Escrow Property other
than faithfully to carry out the obligations undertaken in this Agreement
-6-
and to follow the directions in such instruction or notice provided in
accordance with the terms hereof.
(c) The Escrow Agent is not and shall not be deemed to be liable
for any action taken or omitted by it in good faith and may rely upon, and act
in accordance with, the advice of its counsel without liability on its part for
any action taken or omitted in accordance with such advice. In any event, its
liability hereunder shall be limited to liability for gross negligence, willful
misconduct or bad faith on its part.
(d) The Escrow Agent may conclusively rely upon and act in
accordance with any certificate, instruction, notice, letter, telegram,
cablegram or other written instrument believed by it to be genuine and to have
been signed by the proper party or parties.
(e) The Company agrees (i) to pay the Escrow Agent's reasonable
fees and to reimburse it for its reasonable expenses including attorney's fees
incurred in connection with duties hereunder and (ii) to save harmless,
indemnify and defend the Escrow Agent for, from and against any loss, damage,
liability, judgment, cost and expense whatsoever, including counsel fees,
suffered or incurred by it by reason of, or on account of, any misrepresentation
made to it or its status or activities as Escrow Agent under this Agreement
except for any loss, damage, liability, judgment, cost or expense resulting from
gross negligence, willful misconduct or bad faith on the part of the Escrow
Agent. The obligation of the Escrow Agent to deliver the Escrow Shares to
either the Shareholders or the Company shall be subject to the prior
satisfaction upon demand from the Escrow Agent, of the Company's obligations to
so save harmless, indemnify and defend the Escrow Agent and to reimburse the
Escrow Agent or otherwise pay its fees and expenses hereunder.
-7-
(f) The Escrow Agent shall not be required to defend any legal
proceeding which may be instituted against it in respect of the subject matter
of this Agreement unless requested to do so by the Shareholders and indemnified
to the Escrow Agent's satisfaction against the cost and expense of such defense
by the party requesting such defense. If any such legal proceeding is
instituted against it, the Escrow Agent agrees promptly to given notice of such
proceeding to the Shareholders and the Company. The Escrow Agent shall not be
required to institute legal proceedings of any kind.
(g) The Escrow Agent shall not, by act, delay, omission or
otherwise, be deemed to have waived any right or remedy it may have either under
this Agreement or generally, unless such waiver be in writing, and no waiver
shall be valid unless it is in writing, signed by the Escrow Agent, and only to
the extent expressly therein set forth. A waiver by the Escrow Agent under the
term of this Agreement shall not be construed as a bar to, or waiver of, the
same or any other such right or remedy which it would otherwise have on any
other occasion.
(h) The Escrow Agent may resign as such hereunder by giving 30
days written notice thereof to the Shareholders and the Company. Within 20 days
after receipt of such notice, the Shareholders and the Company shall furnish to
the Escrow Agent written instructions for the release of the Escrow Shares and
any related Escrow Property (if such shares and property, if any, have not yet
been released pursuant to Paragraph 4 hereof) to a substitute Escrow Agent which
(whether designated by written instructions from the Shareholders and the
Company jointly or in the absence thereof by instructions from a court of
competent jurisdiction to the Escrow Agent) shall be a bank or trust company
organized and doing business under the laws of the United States or any state
thereof. Such substitute Escrow Agent shall thereafter hold any Escrow Shares
and any
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related Escrow Property received by it pursuant to the terms of this Agreement
and otherwise act hereunder as if it were the Escrow Agent originally named
herein. The Escrow Agent's duties and responsibilities hereunder shall
terminate upon the release of all shares then held in escrow according to such
written instruction or upon such delivery as herein provided. This Agreement
shall not otherwise be assignable by the Escrow Agent without the prior
written consent of the Company.
7. The Shareholders shall have the sole power to vote the Escrow
Shares and any securities deposited in escrow under this Agreement while they
are being held pursuant to this Agreement.
8. (a) Each of the Shareholders agrees that during the term of this
Agreement he will not sell, transfer, hypothecate, negotiate, pledge, assign,
encumber or otherwise dispose of any or all of the Escrow Shares set forth
opposite his name on Exhibit A hereto, unless and until the Company shall have
---------
given the notice as provided in Paragraph 5. This restriction shall not be
applicable to transfers upon death, by operation of law, to family members of
the Shareholders or to any trust for the benefit of the Shareholders, provided
that such transferees agree to be bound by the provisions of this Agreement.
(b) The Shareholders will take any action necessary or appropriate,
including the execution of any further documents or agreements, in order to
effectuate the transfer of the Escrow Shares to the Company if required
pursuant to the provisions of this Agreement.
9. Each of the certificates representing the Escrow Shares will bear
legends to the following effect, as well as any other legends required by
applicable law:
(a) "The sale, transfer, hypothecation, negotiation, pledge, assignment,
encumbrance or other disposition of the shares evidenced by this certificate are
restricted by and are subject to all of the terms, conditions and provisions of
a certain Escrow Agreement entered into among X.X. Xxxxx
-9-
Investment Banking Corp., Notify Corporation and its Shareholders, dated as of
January 27 , 1997, a copy of which may be obtained from the Notify
Corporation. No transfer, sale or other disposition of these shares may be
made unless specific conditions of such agreement are satisfied.
(b) "The shares evidenced by this certificate have not been registered
under the Securities Act of 1933, as amended. No transfer, sale or other
disposition of these shares may be made unless a registration statement with
respect to these shares has become effective under said act, or the Company is
furnished with an opinion of counsel satisfactory in form and substance to it
that such registration is not required."
Upon execution of this Agreement, the Company shall direct the
transfer agent for the Company to place stop transfer orders with respect to the
Escrow Shares and to maintain such orders in effect until the transfer agent and
the Underwriter shall have received written notice from the Company as provided
in Paragraph 5.
10. Each notice, instruction or other certificate required or
permitted by the terms hereof shall be in writing and shall be communicated by
personal delivery, fax or registered or certified mail, return receipt
requested, to the parties hereto at the addresses set forth below, or at such
other address as any of them may designate by notice to each of the others:
(i) If to the Company, to:
Notify Corporation
0000 Xxxxx Xx Xxxx Xxxx., Xxxxx 000
Xxx Xxxx, Xxxxxxxxxx 00000
Attn: Xxxx X. XxXxxx
(ii) If to the Shareholders to their respective addresses as
set forth on Exhibit A hereto.
(iii) If to the Escrow Agent, to:
American Stock Transfer & Trust Company
00 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
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(iv) If to the Underwriter, to:
X.X. Xxxxx Investment Banking Corp.
00 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxxxx X. Xxxx, Esq.
Fax: 000-000-0000
All notices, instructions or certificates given hereunder to the
Escrow Agent shall be effective upon receipt by the Escrow Agent. All notices
given hereunder by the Escrow Agent shall be effective and deemed received
upon personal delivery or transmission by fax or, if mailed, five (5) calendar
days after mailing by the Escrow Agent.
A copy of all communications sent to the Company, the Shareholders or
the Escrow Agent shall be sent by ordinary mail to Xxxxxx Xxxxxxx Xxxxxxxx &
Xxxxxx, 000 Xxxx Xxxx Xxxx, Xxxx Xxxx, Xxxxxxxxxx 00000, Attention: Xxxxx X.
Xxxxxx, Xx., Esq. A copy of all communications sent to the Underwriter shall be
sent by ordinary mail to Bachner, Tally, Xxxxxxx & Xxxxxx LLP, 000 Xxxxxxx
Xxxxxx, Xxx Xxxx, XX 00000, Attention: Xxxx Xxxxxxx, Esq.
11. Except as set forth in paragraph 12 hereof, this Agreement may
not be modified, altered or amended in any material respect or cancelled or
terminated except with the prior consent of the holders of all of the
outstanding shares of Common Stock of the Company.
12. In the event that (i) the Registration Statement is not declared
effective by the SEC within one year from the date of the filing of the
Registration Statement with the SEC or (ii) the Public Offering is not
consummated within twenty-five (25) days of the Effective Date of the
Registration Statement, this Agreement shall terminate and be of no further
force and effect and the Escrow Agent, upon written notice from both the Company
and the Underwriter in accordance with paragraph 10 hereof of such termination,
will return the Escrow Shares and any
-11-
Escrow Property in respect thereof to the Shareholders.
13. This Agreement shall be governed by and construed in accordance
with the laws of New York and shall be binding upon and inure to the benefit of
all parties hereto and their respective successors in interest and assigns.
14. This Agreement may be executed in several counterparts, which
taken together shall constitute a single instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed by their duly authorized officers on the day and year first above
written.
NOTIFY CORPORATION
By: ______________________
Title: ______________________
AMERICAN STOCK TRANSFER
& TRUST COMPANY
By: ______________________
Title: ______________________
SHAREHOLDER
____________________________
____________________________
(Name, printed or typed)
Name and title of signatory if signatory is an
entity
____________________________
____________________________
[SIGNATURE PAGE TO ESCROW AGREEMENT]
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EXHIBIT A
NOTIFY CORPORATION
SHAREHOLDER ESCROW SHARES ESCROW WARRANTS
Xx. Xxxxxxx Xxxxxx 18,901 0
0000 Xxxxxxxx Xxxx
Xxxxx Xxxxx, XX 00000
Xx. Xxxx Xxxx 25,201 0
0 Xxxxx Xxxx
Xxx Xxxxxx, XX 00000
Mr. Xxxx Xxxxxxx 39,712 4,154
00000 Xxxxxx Xxxx
Xxxxxxx, XX 00000
Mr. Xxxx Xxxxx 0 0
00 Xxxxx Xxx.
Xxxxxxxx, XX 00000
Xx. Xxxx Xxxxxxxx 1,444 414
000 Xxxx Xxx Xxxxxx, Xxx. X
Xxxxx Xxxx, XX 00000
Xx. Xxxxx Xxxxxx 29,611 0
0000 Xxxx Xxxxxxxxx
Xxxxx Xxxxx, XX 00000
Xx. Xxxx Xxxxxxxx 3,572 1,038
00000 Xxxxxxxx Xxxx
Xxx Xxxxx Xxxxx, XX 00000
Xx. Xxxxxx Blockhas 5,040 0
Xxx Xxxxx Xxxxxx, Xxxxx 00
Xxx Xxxxx, XX 00000
Xx. Xxxxxx Xxxxxxxx 3,533 1,038
000 Xxxxxx Xxxxx
Xxx Xxxx, XX 00000
Mr. Xxxxx Xxxxxx 12,600 0
Hanabusa Investments
0000 Xxxxxx Xxx.
Xxxx Xxxx, XX 00000-0000
-14-
SHAREHOLDER ESCROW SHARES ESCROW WARRANTS
Xx. Xxxx Xxxxxxx 2,520 0
Xxxxxxx, Phleger & Xxxxxxxx
0000 Xxxx Xxxx
Xxxx Xxxx, XX 00000
Mr. Xxxxxxx Xxxx 6,825 0
0000 Xxx Xxx Xxxxxx
Xxx Xxxx, XX 00000
Xx. Xxxxxxx Xxxxxxxx 0 2,520
000 Xxxxxxxxx Xxxxxx
Xxx Xxxxx, XX 00000
Xx. Xxxx Xx Xxx 25,201 3,150
000 Xxxxxxxxxx Xx.
Xxxxxxxxxx, XX 00000
Xx. Xxxx XxXxxx 311,135 60,396
000 Xxxxxx Xxxx
Xxx Xxxxx, XX 00000
Xx. Xxxxxx Xxxxxx 18,901 0
0000 Xxxxxxxxx Xx.
Xxxxx Xxxxx, XX 00000
Xx. Xxxx Xxxxx 2,520 0
0000 Xxxxxxx Xxxxx
Xxxxxxxxx, XX 00000
Mr. Xxxx Xxxxxx 3,780 0
000 Xxxxxxx Xxx.
Xxx Xxxxx, XX 00000
Xx. Xxxxx Xxxxxxxxx 3,938 0
0000 Xxxxxxxx Xxxxx
Xxxxxxxxx, XX 00000
Xx. Xxxx Xxxxxx 6,300 0
0000 Xxxxx Xxxx
Xxxxxx, XX 00000
Xx. Xxxx Xxxx 1,890 0
00000 Xxxxxxxx Xxx. Xxx 000
Xxxxxxxxx, XX 00000
-15-
SHAREHOLDER ESCROW SHARES ESCROW WARRANTS
Xx. Xxxxxxx House 12,600 0
00 Xxxxxxx Xxxx
Xxxxxxxx, XX 00000
Mr. Xxxx Xxxxxxxx 18,901 9,450
00000 Xxxxxxx Xxxxx
Xxx Xxxxx, XX 00000
Xx. Xxxxxxx La Vaute 6,300 0
00000 Xxxx Xxx
Xxx Xxxxx Xxxxx, XX 00000
Xx. Xxxxx Xxxx 5,040 0
00000 Xxxxxxxxx
Xxx Xxxxx Xxxxx, XX 00000
Xx. Xxxxxx Xxxxxx 149,616 0
000 Xxxxxxx Xxxxx
Xxx Xxxx, XX 00000
Xx. Xxxxxx Xxxxxxx 6,300 3,150
000 Xxxxxxx Xx.
Xxxxxxxx, XX 00000
Xx. Xxxxxx Xxxxxxx 9,927 1,038
0000 Xxxxxxxxxx Xx. # 000
Xxx Xxxxxxxxx, XX 00000
Mr. Xxxxx Xxxxxx 3,150 0
000 Xxxxx Xxxxx Xxxx
Xxx Xxxxx, XX 00000
Xx. Xxxxx Xxxxxx 7,750 414
00000 Xxxxxxxx Xx.
Xxx Xxxxx, XX 00000
Xx. Xxxxxxxxx XxXxxxxx 64,915 4,154
SIPPL XxxXxxxxx Ventures, L.P.
0 Xxxxx Xxxxx
Xxxxx Xxxx, XX 00000
Xx. Xxx XxXxxxxx 6,300 0
XX Xxx 000
000 Xxxxxxx Xx
Xxx Xxxxxxxxxx, XX 00000-0000
-16-
SHAREHOLDER ESCROW SHARES ESCROW WARRANTS
Xx. Xxxxxx XxXxx 630 0
000 Xxxxxx Xxx.
Xxxxx Xxxx, XX 00000
Mr. Xxxxxxxx Xxxxxxx 6,300 0
0 Xxxxxxxxx Xx.
Xxxxxxx Xxxxxx, XX 00000
Mr. Xxxx Xxxxxxxxxx 646 41
0000 Xxx Xxxxxx Xxxxx
Xxxxx Xxxx, XX 00000
Xx. Xxxx Xxxxxx 0 544
Oakmead Investors
000 Xxx Xxxxxxx Xx.
Xxx Xxxxx, XX 00000
Mr. Xxxx Xxxxxx 5,040 0
0000 Xxxxxxxx Xxx.
Xxxxxxx, XX 00000
Xx. Xxxxxxx Xxxx 9,450 0
0000 Xxxxxxx Xxx. Xxx
Xxx Xxxx, XX 00000
Xx. Xxxxxx Xxxxxx 0 1,260
000 Xxxxx Xxxxx Xxxx
Xxxxxxx, XX 00000
Xx. Xxxxxxx Xxxxxx 11,927 1,306
Xxxxxx Family Limited Partnership
000 Xxxxxxxxxxx Xxxx
Xxxxxx, XX 00000-0000
Xx. Xxxx Xxxxxxx Xx. 18,901 0
0000 Xxx Xxxxxx Xxx
Xxxxx Xxxxx, XX 00000
Mr. Xxxxxxx Xxxxxx 1,890 0
000 Xxxxx Xxxxxxx Xx.
Xxxxx 000
Xxxxx Xxxx, XX 00000
-00-
XXXXXXXXXXX XXXXXX SHARES ESCROW WARRANTS
Xx. Xxxxxxx Xxxxx 12,600 0
0000 Xxxxxxx Xx.
Xxxxx Xxxxx, XX 00000-0000
Xx. Xxxxxx Xxxxxx 6,300 0
00000 Xxxxxxxx Xxxx
Xxxxxxxx, XX 00000
Xx. Xxxxxxxx Xxxxxx 2,520 0
000 Xxxxxxxxxx Xxx
Xxxxxxxxx, XX 00000
Mr. Xxxxx Xxxx 52,364 0
0000 Xxxxx Xxxx Xxx.
Xxxxxxx, XX 00000
Mr. Xxxxx Xxxx 630 0
0000 Xxxxxxx Xxx.
Xxxx Xxxx, XX 00000
Xx. Xxxx Xxxxx 31,502 0
0000 Xxxxxx Xx.
Xxxxxxxx, XX 00000
Mr. Xxxxxxx Xxxxx 32,456 2,077
00000 Xxxxxxxxxx Xxxx
Xxxxxxxx, XX 00000
Xx. Xxxx Xxxxxxx 6,300 0
00 Xxxxxx Xxxx
Xxxxxxxx, XX 00000
Xx. Xxxxxxx Xxxxxxxxxx 6,300 0
00000 Xxxx Xxx Xx.
Xxxxxxxx, XX 00000
Venture Lending 0 0
Cupertino National Bank
0 Xxxx Xxxx Xxxxxx, Xxxxx 000
Xxxx Xxxx, XX 00000
Xx. Xxxxxx Xxxxxxxx 2,520 0
0000 Xx. Xxxxxxx Xxx.
Xxxxxxxx, XX 00000
-18-
SHAREHOLDER ESCROW SHARES ESCROW WARRANTS
Xx. Xxxx Xxxxxxx 33,108 13,604
000 Xxxxxxxxxx Xx.
Xxxxxxxx Xxxx, XX 00000-0000
Mr. Xxxxxx Xxxxxx 0 1,260
0000 Xxx Xxxxxx Xx.
Xxx Xxxxx, XX 00000
Xx. Xxxxx Xxxxxxx 87,945 0
00 Xxxxxxxx Xxxxx
Xxxxxxx Xxxxxx, XX 00000
Xx. Xxxxxx Xxxx 42,659 0
00000 Xx Xxxxxx Xxxxx
Xxx Xxxxx Xxxxx, XX 00000
Xx. Xxxxx Xxxxxx 29,612 0
00000 Xxxxxx Xxxx
Xxx Xxxxx Xxxxx, XX 00000
Xx. Xxxx Xx 630 0
c/o Notify Corporation
0000 Xxxxx Xx Xxxx Xxxx., Xxxxx 000
Xxx Xxxx, XX 00000
Xx. Xxxx Xxxxxx 2,520 0
000 Xxxxx Xxxxxxx Xx.
Xxxxxxx Xxxx, XX 00000
Xx. Xxxx Xxxx 45,364 0
Bayview Investors, Ltd
Attn: Xxxxxxx Xxxxx
000 Xxxxxxxxxx Xxxxxx
Xxx Xxxxxxxxx, XX 00000
TOTALS 1,263,537 111,008
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