1
EXECUTION VERSION
EXHIBIT 99.2
STOCKHOLDERS AGREEMENT
This STOCKHOLDERS AGREEMENT (this "Agreement"), dated as of October
18, 1999, is entered into by and among Xxxxxxx Xxxx-Xxxxxxx, Xxxx Xxxxxxxx,
Xxxxxx Xxxxxxxxxx, Xxxxx Xxxxxxx, Xxx Xxxxxxxx, Senya Rahmil, Xxxxx Xxxxx, Xxx
Xxxxx, Xxxxxx Xxxxx, Xxxxxxx Xxxxxxx (each a "Stockholder Party") and Nortel
Networks Corporation, a corporation organized under the laws of Canada
("Nortel").
WHEREAS, simultaneously with the execution of this Agreement,
Nortel, Northern Crown Subsidiary, Inc., a wholly owned subsidiary of Nortel
("Sub"), and Clarify Inc., a corporation organized under the laws of Delaware
(the "Company"), are entering into an Agreement and Plan of Merger, dated as of
the date hereof (as the same may be amended or supplemented, the "Merger
Agreement") providing, among other things, for the Merger of Sub with and into
the Company (the "Merger"); and
WHEREAS, as of the date hereof, each Stockholder Party is the
Beneficial Owner (as defined below) of, and has the sole right to vote and
dispose of, the shares of common stock, par value $0.0001 per share of the
Company ("Common Stock"), set forth in Schedule A (the "Owned Shares"); and
WHEREAS, as an inducement and a condition to their entering into the
Merger Agreement and incurring the obligations set forth therein, Nortel has
required that each Stockholder Party enter into this Agreement;
NOW, THEREFORE, in consideration of the foregoing and the mutual
premises, representations, warranties, covenants and agreements contained herein
and in the Merger Agreement, the parties hereto, intending to be legally bound
hereby, agree as follows:
1. Certain Definitions. Capitalized terms used but not defined in
this Agreement are used in this Agreement with the meanings given to such terms
in the Merger Agreement. In addition, for purposes of this Agreement:
"Affiliate" means, with respect to any specified Person, any Person
that directly, or indirectly through one or more intermediaries, controls, or is
controlled by, or is under common control with, the Person specified. For
purposes of this Agreement, with respect to any Stockholder Party, "Affiliate"
shall not include the Company and the Persons that directly, or indirectly
through one or more intermediaries, are controlled by the Company.
"Alternative Transaction" has the meaning set forth in Section 2(b)
hereof.
"Beneficially Owned" or "Beneficial Ownership" with respect to any
securities means having beneficial ownership of such securities (as determined
pursuant to Rule 13d-3 under the Exchange Act, disregarding the phrase "within
60 days" in paragraph (d)(1)(i) thereof), including pursuant to any agreement,
arrangement or understanding, whether or not in writing. Without duplicative
counting of the same securities by the same holder, securities Beneficially
Owned by a Person shall include securities Beneficially Owned by all Affiliates
of such Person
2
and all other Persons with whom such Person would constitute a "Group" within
the meaning of Section 13(d) of the Exchange Act and the rules promulgated
thereunder.
"Beneficial Owner" with respect to any securities means a Person who
has Beneficial Ownership of such securities.
"Company Meeting" has the meaning set forth in Section 3 hereof.
"Proposed Business Combination" means the transactions contemplated
by the Merger Agreement.
"Transfer" means, with respect to a security, the sale, transfer,
pledge, hypothecation, encumbrance, assignment or disposition of such security
or the Beneficial Ownership thereof, the offer to make such a sale, transfer or
other disposition, and each option, agreement, arrangement or understanding,
whether or not in writing, to effect any of the foregoing. As a verb, "Transfer"
shall have a correlative meaning.
2. No Disposition or Solicitation.
(a) Each Stockholder Party agrees that from and after the date
hereof, except as contemplated by this Agreement, such party will not Transfer
or agree to Transfer any Common Stock Beneficially Owned by such party other
than with Nortel's prior written consent, or grant any proxy or
power-of-attorney with respect to any such Common Stock other than pursuant to
this Agreement; provided, that nothing in this Section 2(a) shall prohibit any
Stockholder Party from effecting any Transfer of Common Stock Beneficially Owned
by such Stockholder Party (i) by will or applicable laws of descent and
distribution or (ii) to any member of the immediate family of such Stockholder
Party, or any trust, limited partnership or other similar entity the Beneficial
Ownership of which is held by the Stockholder Party or such family members (each
a "Permitted Transferee"), so long as such Permitted Transferee agrees in
writing, in form and substance reasonably satisfactory to Nortel, to be bound by
the terms of this Agreement to the same extent as such Stockholder Party is
bound.
(b) Each Stockholder Party agrees that from and after the date
hereof, except as contemplated by this Agreement or, solely in such Stockholder
Party's capacity as an officer or director of the Company, as permitted by the
Merger Agreement, such Stockholder Party and such party's Affiliates and
representatives, will not directly or indirectly solicit, initiate, or encourage
any inquiries or proposals from, discuss or negotiate with, or provide any
non-public information to, any Person relating to, or otherwise facilitate any
tender or exchange offer, proposal for a merger, consolidation or other business
combination involving the Company or any of its subsidiaries or any proposal or
offer to acquire in any manner a substantial equity interest in, or a
substantial portion of the assets of, the Company or any of its subsidiaries
other than the Proposed Business Combination (an "Alternative Transaction").
(c) Each Stockholder Party agrees that, except for communications
made in the course of his duties as an officer of the Company or unless required
by applicable law, neither such Stockholder Party nor any of such party's
Affiliates shall make any press release, public announcement or other
communication with respect to Nortel or the business or affairs of the
2
3
Company, including this Agreement and the Merger Agreement and the transactions
contemplated hereby and thereby, without the prior written consent of Nortel.
3. Stockholder Vote; Offer. Each Stockholder Party agrees that (i)
at such time as the Company conducts a meeting of or otherwise seeks a vote or
consent of its stockholders for the purpose of approving the Merger Agreement
and the Merger (such meeting or any adjournment thereof, or such consent
process, the "Company Meeting"), such Stockholder Party will vote, or provide a
consent with respect to, all Common Stock (including the Owned Shares) then
Beneficially Owned by such party over which such party has voting power ("Voting
Shares") in favor of the Merger Agreement and the Merger, provided that such
Stockholder Party shall not be required to vote for, or provide a consent with
respect to, any action that would reduce the number of Nortel Common Shares to
be received by such Stockholder Party in respect of such party's Common Stock in
the Merger, and (ii) such Stockholder Party will (at any meeting of
stockholders) vote such party's Voting Shares against, and such party will not
consent to, any Alternative Transaction or any action that would delay, prevent
or frustrate the transactions contemplated by the Merger Agreement.
Without limiting the foregoing, it is understood that the
obligations under clause (i) above shall remain applicable in respect of each
meeting of stockholders of the Company duly called for the purpose of approving
the Merger Agreement and the Merger regardless of the position of the Company
Board as to the Merger at the time of such meeting, and that the obligations
under clause (ii) above shall continue to the extent set forth in Section 10.
4. Reasonable Efforts to Cooperate. Each Stockholder Party will (a)
use all reasonable efforts to cooperate with the Company, Nortel and Sub in
connection with the transactions contemplated by the Merger Agreement, (b)
promptly take such actions as are necessary or appropriate to consummate such
transactions and (c) provide any information reasonably requested by the
Company, Nortel or Sub for any regulatory application or filing made or approval
sought for such transactions (including filings with the SEC).
5. Other Stock. Each Stockholder Party agrees that any shares of
Common Stock acquired by such Stockholder Party or over which such Stockholder
Party acquires Beneficial Ownership, whether pursuant to existing stock option
agreements, warrants or otherwise, shall be subject to the provisions of this
Agreement.
6. Irrevocable Proxy. (i) In furtherance of the agreements contained
in Section 3 of this Agreement, each Stockholder Party hereby irrevocably grants
to, and appoints, Nortel and X.X. Xxxx, Vice Chairman and Chief Executive
Officer of Nortel, X.X. Xxxx, Senior Vice President and Chief Financial Officer
of Nortel, and X.X. Xxxx, Senior Vice President, Finance and Business
Development, of Nortel, in their respective capacities as officers of Nortel,
and any individual who shall hereafter succeed to any such office of Nortel, and
each of them individually, such Stockholder Party's proxy and attorney-in-fact
(with full power of substitution), for and in the name, place and stead of such
Stockholder Party, to vote all Voting Shares Beneficially Owned by such
Stockholder Party, or grant a consent or approval in respect of such Voting
Shares, or execute and deliver a proxy to vote such Voting Shares, (x) subject
to the proviso set forth in clause (i) of the first paragraph of Section 3, in
favor of the Merger and the Merger Agreement and approval of the terms thereof
and each of the other transactions
3
4
contemplated by the Merger Agreement and (y) against any Alternative Transaction
or any other matter referred to in clause (ii) of the first sentence of Section
3 hereof.
(ii) Each Stockholder Party represents and warrants to Nortel
that any proxies heretofore given in respect of such party's Voting Shares are
not irrevocable, and hereby revokes any such proxies.
(iii) Each Stockholder Party hereby affirms that the irrevocable
proxy set forth in this Section 6 is given in connection with, and in
consideration of, the execution of the Merger Agreement by Nortel and Sub, and
that such irrevocable proxy is given to secure the performance of the duties of
such Stockholder Party under this Agreement. Each Stockholder Party hereby
further affirms that the irrevocable proxy is coupled with an interest and may
under no circumstances be revoked. Such Stockholder Party hereby ratifies and
confirms all that such irrevocable proxy may lawfully do or cause to be done by
virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable
in accordance with the provisions of Section 218 of the Delaware General
Corporation Law. The proxy granted in this Section 6 shall remain valid until
terminated pursuant to Section 10 hereof or until earlier terminated with
respect to shares of Common Stock that are Transferred in accordance with this
Agreement.
7. Covenant of Stockholder Parties. Each Stockholder Party agrees to
take all action necessary to (i) permit (a) such Stockholder Party's Owned
Shares to be acquired in the Merger and (b) the voting of such Stockholder
Party's Voting Shares in accordance with the terms of this Agreement and (ii)
prevent creditors in respect of any pledge of such Stockholder Party's Owned
Shares from exercising their rights under such pledge.
8. Representations, Warranties and Covenants of Stockholder Parties.
Each Stockholder Party hereby represents and warrants to, and agrees with,
Nortel as follows:
(a) Such Stockholder Party has all necessary power and authority and
legal capacity to execute and deliver this Agreement and perform his obligations
hereunder.
(b) This Agreement has been duly and validly executed and delivered
by such Stockholder Party and constitutes the valid and binding agreement of
such Stockholder Party, enforceable against such Stockholder Party in accordance
with its terms except to the extent limited by (i) applicable bankruptcy,
insolvency or similar laws affecting creditors' rights or (ii) general equity
principles, whether considered at law or in equity.
(c) Each Stockholder Party is the sole Beneficial Owner of such
party's Owned Shares. Each Stockholder Party has good and marketable title
(which may include holding in nominee or "street" name) to all of such party's
Owned Shares, free and clear of all liens, claims, options, proxies, voting
agreements and security interests (other than as created by this Agreement and
restrictions on Transfer under applicable securities laws). Except as set forth
in Schedule A, the Owned Shares constitute all of the capital stock of the
Company Beneficially Owned by such Stockholder Party and neither such
Stockholder Party nor such party's Affiliates is the Beneficial Owner of, or has
any right to acquire (whether currently, upon lapse of time, following the
satisfaction of any conditions, upon the occurrence of any event or any
4
5
combination of the foregoing) any Common Stock or any securities convertible
into or exchangeable or exercisable for Common Stock.
(d) Neither the execution and delivery of this Agreement by each
Stockholder Party nor the consummation of the transactions contemplated hereby
will (i) conflict with, result in any violation of, require any consent under or
constitute a default (whether with notice or lapse of time or both) by such
Stockholder Party under any mortgage, bond, indenture, agreement, instrument or
obligation to which such Stockholder Party is a party or by which such
Stockholder Party or any of the Voting Shares is bound; (ii) violate any
judgment, order, injunction, decree or award of any court, administrative agency
or governmental body that is binding on such Stockholder Party; or (iii)
constitute a violation by such Stockholder Party of any law or regulation of any
jurisdiction, in each case except for violations, conflicts or defaults that
would not have a material adverse effect on the ability of such Stockholder
Party to perform such party's obligations under this Agreement.
(e) Each Stockholder Party understands and acknowledges that Nortel
and Sub are entering into the Merger Agreement in reliance upon such Stockholder
Party's execution, delivery and performance of this Agreement. Each Stockholder
Party acknowledges that such Stockholder Party's irrevocable proxy set forth in
Section 6 is granted in consideration of the execution and delivery of the
Merger Agreement by Nortel.
9. Representations and Warranties of Nortel. Nortel represents and
warrants to the Stockholder Parties that Nortel has full corporate power and
authority to execute and deliver this Agreement and to perform its obligations
hereunder. The execution, delivery and performance of this Agreement by Nortel
will not constitute a violation of, conflict with or result in a default under,
(i) any contract, understanding or arrangement to which Nortel is a party or by
which it is bound or require the consent of any other Person or any party
pursuant thereto, (ii) any judgment, decree or order applicable to Nortel, or
(iii) any law, rule or regulation of any governmental body, in each case except
for violations, conflicts or defaults that would not have a material adverse
effect on the ability of Nortel to perform its obligations under this Agreement;
and this Agreement constitutes a legal, valid and binding agreement on the part
of Nortel, enforceable against Nortel in accordance with its terms, except as
such enforceability may be limited by principles applicable to creditors' rights
generally or governing the availability of equitable relief. The execution and
delivery by Nortel of this Agreement and the consummation by Nortel of the
transactions contemplated hereby have been duly and validly authorized by the
Board of Directors of Nortel and no other corporate proceedings on the part of
Nortel are necessary to authorize this Agreement or to consummate the
transactions contemplated hereby. This Agreement has been duly and validly
executed and delivered by Nortel.
10. Termination. This Agreement, and all rights and obligations of
the parties hereunder, shall terminate on the earlier of:
(a) the Effective Time;
(b) termination of the Merger Agreement in accordance with
the provisions of Section 8.01(a), 8.01(d)(i), 8.01(d)(ii) or
8.01(d)(iii) of the Merger Agreement, or termination of the
Merger Agreement by the Company in
5
6
accordance with the provisions of Section 8.01(b) thereof, or
termination of the Merger Agreement by Nortel in accordance with the
provisions of Section 8.01(b) thereof by reason solely of
non-willful breaches of representations warranties or covenants by
the Company, or termination of the Merger Agreement by Nortel in
accordance with the provisions of Section 8.01(c);
(c) termination of the Merger Agreement by the Company in
accordance with the provisions of Section 8.01(c), or termination of
the Merger Agreement pursuant to Section 8.01(d)(iv) thereof, or
termination of the Merger Agreement by Nortel in accordance with the
provisions of Section 8.01(b) thereof under circumstances where
clause (b) above is inapplicable, in each case only if at the time
of such termination the conditions to payment of the Termination Fee
set forth in Section 8.02(b)(i), 8.02(b)(ii) or 8.02(b)(iii), other
than the condition set forth in clause (z) of the relevant section,
have not been met; and
(d) 120 days following the termination of the Merger
Agreement other than as set forth in clause (b) or (c) above;
provided, however, that the term of this Agreement shall be extended by a period
of days equal to the duration of any temporary or permanent order, writ or
injunction issued by a court of competent jurisdiction that invalidates, impedes
or enjoins the operation or enforcement of this Agreement, the Merger Agreement
or any agreement contemplated hereby or thereby or entered into in connection
herewith or therewith.
11. Miscellaneous.
(a) This Agreement represents the entire understanding of the
parties hereto with reference to the subject matter hereof and supersedes any
and all other oral or written agreements and understandings among the parties
heretofore made.
(b) Each Stockholder Party agrees that this Agreement and the
respective rights and obligations of such Stockholder Party hereunder shall
attach to any Common Stock, and any securities convertible into such shares,
that may become Beneficially Owned by such Stockholder Party.
(c) Except as otherwise provided in this Agreement, all costs and
expenses incurred in connection with this Agreement and the transactions
contemplated hereby shall be paid by the party incurring such expenses.
(d) This Agreement and all of the provisions hereof shall be binding
upon and inure to the benefit of the parties and their respective successors,
personal or legal representatives, executors, administrators, heirs,
distributees, devisees, legatees and permitted assigns, but neither this
Agreement nor any of the rights, interests or obligations hereunder shall be
assigned by any party (whether by operation of law or otherwise) without the
prior written consent of the other parties; provided, that Nortel may assign any
or all rights under this Agreement to Sub or any other Subsidiary. Nothing in
this Agreement, express or implied, is
6
7
intended to or shall confer upon any other Person any rights, benefits or
remedies of any nature whatsoever under or by reason of this Agreement.
(e) This Agreement may not be amended, changed, supplemented, or
otherwise modified or terminated, except upon the execution and delivery of a
written agreement executed by the parties hereto; provided, that Nortel may
waive compliance by any other party with any representation, agreement or
condition otherwise required to be complied with by any other party under this
Agreement or release any other party from its obligations under this Agreement,
but any such waiver or release shall be effective only if in writing executed by
Nortel.
(f) All notices and other communications hereunder shall be in
writing and shall be deemed given upon (a) transmitter's confirmation of a
receipt of a facsimile transmission, (b) confirmed delivery by a standard
overnight carrier or when delivered by hand or (c) the expiration of five
business days after the day when mailed by certified or registered mail, postage
prepaid, addressed at:
(i) in the case of a Stockholder Party, to such
Stockholder Party at the address set forth beside its name on
Schedule A hereto; and
(ii) if to Nortel, to:
Nortel Networks Corporation
0000 Xxxxx Xxxx, Xxxxx 000
Xxxxxxxx, Xxxxxxx
Xxxxxx X0X 0X0
Attention: Corporate Secretary
Fax: (000) 000-0000
Phone: (000) 000-0000
with a copy to:
Cleary, Gottlieb, Xxxxx & Xxxxxxxx
Xxx Xxxxxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx X. Xxxxxx, Esq.
Fax: (000) 000-0000
Phone: (000) 000-0000
or to such other address or facsimile number as the Person to whom notice is
given shall have previously furnished to the others in writing in the manner set
forth above.
(g) If any term, provision, covenant or restriction contained in
this Agreement is held by a court or a federal or state regulatory agency of
competent jurisdiction to be invalid, void or unenforceable, the remainder of
the terms, provisions and covenants and restrictions contained in this Agreement
shall remain in full force and effect, and shall in no way be affected, impaired
or invalidated.
7
8
(h) Each Stockholder Party acknowledges and agrees that in the event
of any breach of this Agreement, Nortel would be irreparably and immediately
harmed and could not be made whole by monetary damages. It is accordingly agreed
that (a) each Stockholder Party will waive, in any action for specific
performance, the defense of adequacy of a remedy at law, and (b) Nortel shall be
entitled, in addition to any other remedy to which it may be entitled at law or
in equity, to compel specific performance of this Agreement.
(i) All rights, powers and remedies provided under this Agreement or
otherwise available in respect hereof at law or in equity shall be cumulative
and not alternative, and the exercise of any thereof by any party shall not
preclude the simultaneous or later exercise of any other such right, power or
remedy by such party. The failure of any party hereto to exercise any right,
power or remedy provided under this Agreement or otherwise available in respect
hereof at law or in equity, or to insist upon compliance by any other party
hereto with its obligations hereunder, and any custom or practice of the parties
at variance with the terms hereof, shall not constitute a waiver by such party
of its right to exercise any such or other right, power or remedy or to demand
such compliance.
(j) This Agreement shall be governed by, and interpreted in
accordance with, the laws of the State of New York.
(k) The section and paragraph captions herein are for convenience of
reference only, do not constitute part of this Agreement and shall not be deemed
to limit or otherwise affect any of the provisions hereof.
(l) This Agreement may be executed in one or more counterparts, each
of which shall be deemed to constitute an original.
12. Stockholder Capacity. No Stockholder Party executing this
Agreement who is or becomes during the term hereof a director or officer of the
Company makes any agreement or understanding herein in such Stockholder Party's
capacity as such director or officer. Each Stockholder Party signs solely in
such Stockholder Party's capacity as the record holder and/or beneficial owner
of the Owned Shares and Voting Shares, and nothing herein shall limit or affect
any actions taken or omitted to be taken by a Stockholder Party in such party's
capacity as an officer or director of the Company to the extent specifically
permitted by the Merger Agreement.
13. Further Assurances. From time to time, at Nortel's reasonable
request and without further consideration, each Stockholder Party shall execute
and deliver such additional documents and take all such further lawful action as
may be necessary or desirable to consummate and make effective, in the most
expeditious manner practicable, the transactions contemplated by this Agreement.
8
9
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed as of the day and year first above written.
Xxxxxxx Xxxx-Xxxxxxx
/s/ XXXXXXX XXXX-XXXXXXX
--------------------------
Xxxx Xxxxxxxx
/s/ XXXX XXXXXXXX
--------------------------
Xxxxxx Xxxxxxxxxx
/s/ XXXXXX XXXXXXXXXX
--------------------------
Xxxxx Xxxxxxx
/s/ XXXXX XXXXXXX
--------------------------
Xxx Xxxxxxxx
/s/ XXX XXXXXXXX
--------------------------
Senya Rahmil
/s/ SENYA RAHMIL
--------------------------
10
Xxxxx Xxxxx
/s/ XXXXX XXXXX
--------------------------
Xxx Xxxxx
/s/ XXX XXXXX
--------------------------
Xxxxxx Xxxxx
/s/ XXXXXX XXXXX
--------------------------
Xxxxxxx Xxxxxxx
/s/ XXXXXXX XXXXXXX
--------------------------
11
NORTH CORPORATION
By: /s/
-------------------------
Name:
Title:
By: /s/
-------------------------
Name:
Title:
12
Schedule A
STOCKHOLDER PARTIES
NAME SHARES ADDRESS
---- ------ -------
Xxxxxxx Xxxx-Xxxxxxx Owned Shares: 0 c/o Clarify Inc.
Shares subject to options: 250,000 0000 Xxxxxxx Xxxxxxx
Xxx Xxxx, Xxxxxxxxxx 00000
Fax: (000) 000-0000
Xxxx Xxxxxxxx Owned Shares: 0 c/o Clarify Inc.
Shares subject to options: 160,000 0000 Xxxxxxx Xxxxxxx
Xxx Xxxx, Xxxxxxxxxx 00000
Fax: (000) 000-0000
Xxxxxx Xxxxxxxxxx Owned Shares: 0 c/o Clarify Inc.
Shares subject to options: 175,000 0000 Xxxxxxx Xxxxxxx
Xxx Xxxx, Xxxxxxxxxx 00000
Fax: (000) 000-0000
Xxxxx Xxxxxxx Owned Shares: 5,284 c/o Clarify Inc.
Shares subject to options: 175,017 0000 Xxxxxxx Xxxxxxx
Xxx Xxxx, Xxxxxxxxxx 00000
Fax: (000) 000-0000
Xxx Xxxxxxxx Owned Shares: 0 c/o Clarify Inc.
Shares subject to options: 325,000 0000 Xxxxxxx Xxxxxxx
Xxx Xxxx, Xxxxxxxxxx 00000
Fax: (000) 000-0000
Senya Rahmil Owned Shares: 2,830 c/o Clarify Inc.
Shares subject to options: 206,666 0000 Xxxxxxx Xxxxxxx
Xxx Xxxx, Xxxxxxxxxx 00000
Fax: (000) 000-0000
Xxxxx Xxxxx Owned Shares: 1,109,622 c/o Clarify Inc.
Shares subject to options: 165,000 0000 Xxxxxxx Xxxxxxx
Xxx Xxxx, Xxxxxxxxxx 00000
Fax: (000) 000-0000
13
Xxx Xxxxx Owned Shares: 0 c/o Clarify Inc.
Shares subject to options: 200,000 0000 Xxxxxxx Xxxxxxx
Xxx Xxxx, Xxxxxxxxxx 00000
Fax: (000) 000-0000
Xxxxxx Xxxxx Owned Shares: 557 c/o Clarify Inc.
Shares subject to options: 205,000 0000 Xxxxxxx Xxxxxxx
Xxx Xxxx, Xxxxxxxxxx 00000
Fax: (000) 000-0000
Xxxxxxx Xxxxxxx Owned Shares: 2,091 c/o Clarify Inc.
Shares subject to options: 600,000 0000 Xxxxxxx Xxxxxxx
Xxx Xxxx, Xxxxxxxxxx 00000
Fax: (000) 000-0000
Aggregate Owned Shares: 1,122,446 c/o Clarify Inc.
Aggregate shares subject to options: 0000 Xxxxxxx Xxxxxxx
0,000,000 Xxx Xxxx, Xxxxxxxxxx 00000
Fax: (000) 000-0000
