SHAREHOLDER AGREEMENT, dated as of November 12, 1996,
among INTERNATIONAL BUSINESS MACHINES CORPORATION, a New York
corporation ("Parent"), INDIGO ACQUISITION CORP., a Washington
corporation and a wholly owned subsidiary of Parent ("Sub"),
and the persons listed on Schedule A hereto (each a
"Shareholder", and, collectively, the "Shareholders").
WHEREAS, Parent, Sub and Edmark Corporation, a Washington
corporation (the "Company"), propose to enter into an Agreement and Plan of
Merger of even date herewith (as the same may be amended or supplemented, the
"Merger Agreement") providing for (i) the making of a cash tender offer (as such
offer may be amended from time to time as permitted under the Merger Agreement,
the "Offer") by Sub for all of the outstanding shares of Common Stock, no par
value, of the Company (the "Company Common Stock"), including the associated
rights (the "Rights") to purchase Company Common Stock issued pursuant to the
Shareholder Rights Agreement dated as of November 29, 1995 between the Company
and ChaseMellon Shareholder Services, L.L.C. (as successor to First Interstate
Bank of Washington, N.A.), as rights agent (as amended, the "Rights Agreement"),
and (ii) the merger of Sub with the Company (the "Merger");
WHEREAS, each Shareholder is the record and beneficial owner of the
number of shares of Company Common Stock, including the associated Rights, set
forth opposite such Shareholder's name on Schedule A hereto, which number
excludes shares issuable upon the exercise of Company Stock Options (as such
term is defined in the Merger Agreement) held by such Shareholder; such shares
of Company Common Stock, as such shares may be adjusted by stock dividend, stock
split, recapitalization, combination or exchange of shares, merger,
consolidation, reorganization or other change or transaction of or by the
Company, together with (i) the associated Rights, as such Rights may be adjusted
pursuant to the terms of the Rights Agreement, and (ii) shares of Company Common
Stock (including the associated Rights) which may be acquired after the date
hereof by such Shareholder, including shares of Company Common Stock issuable
upon the exercise of Rights or Company Stock Options (as the same may be
adjusted as aforesaid), being collectively referred to herein as the "Shares";
and
2
WHEREAS, as a condition to their willingness to enter into the
Merger Agreement, Parent and Sub have requested that the Shareholders enter into
this Agreement;
NOW, THEREFORE, to induce Parent and Sub to enter into, and in
consideration of their entering into, the Merger Agreement, and in consideration
of the premises and the representations, warranties and agreements contained
herein, the parties agree as follows:
1. Purchase and Sale of Shares.
(a) Each Shareholder hereby severally and not jointly agrees that it
shall tender its Shares into the Offer and that it shall not withdraw any
Shares so tendered (it being understood that the obligation contained in
this sentence is unconditional, subject to Section 8). In addition, each
Shareholder hereby severally and not jointly agrees to sell to Sub, and
Sub hereby agrees to purchase, all such Shareholder's Shares at a price
per Share equal to $15.50, or such higher price per Share as may be
offered by Sub in the Offer, provided that (i) such obligation to purchase
is subject to Sub having accepted Shares for payment under the Offer and
the Minimum Condition (as defined in Exhibit A to the Merger Agreement)
having been satisfied, which conditions may be waived by Sub in its sole
discretion, and (ii) such obligation to sell is subject to the Minimum
Condition having been satisfied or a Takeover Proposal (as defined in the
Merger Agreement) having been made.
(b) Subject to the satisfaction or waiver of the requirements of the
second sentence in paragraph (a) above, (i) if a Takeover Proposal shall
have been made and the Minimum Condition shall not have been satisfied,
Shares shall be purchased within three business days of the delivery by
Sub to the Shareholder of notice of Sub's intention to so purchase such
Shareholder's Shares, which notice may be given by Sub at any time
following the time such Takeover Proposal shall have been made and shall
specify the place, time and date for the closing of the purchase by Sub
pursuant to this paragraph (b), or (ii) if Sub shall have accepted Shares
for payment in the Offer and the Minimum Condition shall have been
satisfied, Shares shall be purchased under the Offer.
3
2. Representations and Warranties of the Shareholders. Each
Shareholder hereby, severally and not jointly, represents and warrants to Parent
and Sub as follows:
(a) Authority. The Shareholder has all requisite power and authority
to execute and deliver this Agreement and to consummate the transactions
contemplated hereby. The execution, delivery and performance of this
Agreement and the consummation of the transactions contemplated hereby
have been duly authorized by the Shareholder. This Agreement has been duly
executed and delivered by the Shareholder and constitutes a valid and
binding obligation of the Shareholder enforceable against the Shareholder
in accordance with its terms, except (i) as limited by applicable
bankruptcy, insolvency, reorganization, moratorium and other laws of
general application affecting enforcement of creditors' rights generally
and (ii) as limited by laws relating to the availability of specific
performance, injunctive relief or other equitable remedies. Except for the
expiration or termination of the waiting periods under the
▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the "HSR
Act") and informational filings with the Securities and Exchange
Commission, neither the execution, delivery or performance of this
Agreement by the Shareholder nor the consummation by the Shareholder of
the transactions contemplated hereby will (i) require any filing with, or
permit, authorization, consent or approval of, any federal, state or local
government or any court, tribunal, administrative agency or commission or
other governmental or regulatory authority or agency, domestic, foreign or
supranational, (ii) result in a violation or breach of, or constitute
(with or without due notice or lapse of time or both) a default (or give
rise to any right of termination, amendment, cancellation or acceleration)
under, any of the terms, conditions or provisions of any note, bond,
mortgage, indenture, lease, license, contract, agreement or other
instrument or obligation to which the Shareholder is a party or by which
the Shareholder or any of the Shareholder's properties or assets,
including the Shareholder's Shares, may be bound or (iii) violate any
order, writ, injunction, decree, statute, rule or regulation applicable to
the Shareholder or any of the
4
Shareholder's properties or assets, including the Shareholder's Shares.
(b) The Shares. The Shareholder's Shares and the certificates
representing such Shares are now and at all times during the term hereof
will be held by such Shareholder, or by a nominee or custodian for the
benefit of such Shareholder, and the Shareholder has good and marketable
title to such Shares, free and clear of any pledges, claims, liens,
charges, encumbrances, security interests, proxies, voting trusts or
agreements, understandings or arrangements or any other encumbrances of
any kind or nature whatsoever, except for any such encumbrances or proxies
arising hereunder. The Shareholder owns of record or beneficially no
shares of Company Common Stock other than such Shareholder's Shares and
shares of Company Common Stock issuable upon the exercise of Company Stock
Options.
(c) Brokers. No broker, investment banker, financial advisor or
other person is entitled to any broker's, finder's, financial advisor's or
other similar fee or commission in connection with the transactions
contemplated by this Agreement based upon arrangements made by or on
behalf of such Shareholder.
(d) Merger Agreement. The Shareholder understands and acknowledges
that Parent is entering into, and causing Sub to enter into, the Merger
Agreement in reliance upon the Shareholder's execution and delivery of
this Agreement.
3. Representations and Warranties of Parent and Sub. Parent and Sub
hereby jointly and severally represent and warrant to the Shareholders as
follows:
(a) Authority. Parent and Sub have the requisite corporate power and
authority to execute and deliver this Agreement and to consummate the
transactions contemplated hereby. The execution, delivery and performance
of this Agreement by Parent and Sub and the consummation of the
transactions contemplated hereby have been duly authorized by all
necessary corporate action on the part of Parent and Sub. This Agreement
has been duly executed and delivered by Parent and Sub and constitutes a
valid and binding obligation of Parent and Sub enforceable in accordance
with its
5
terms, except (i) as limited by applicable bankruptcy, insolvency,
reorganization, moratorium and other laws of general application affecting
enforcement of creditors' rights generally and (ii) as limited by laws
relating to the availability of specific performance, injunctive relief or
other equitable remedies.
(b) Securities Act. The Shares will be acquired in compliance with,
and Sub will not offer to sell or otherwise dispose of any Shares so
acquired by it in violation of any of, the Securities Exchange Act of
1934, as amended, or the registration requirements of the Securities Act
of 1933, as amended.
(c) Financing. Sub has, or will have at the time that any payment is
required to be made to any Shareholder hereunder, the funds necessary to
make such payment to such Shareholder.
4. Covenants of the Shareholders. Each Shareholder severally and not
jointly agrees as follows:
(a) The Shareholder shall not, except as contemplated by the terms
of this Agreement, (i) sell, transfer, pledge, assign or otherwise dispose
of, or enter into any contract, option or other arrangement (including any
profit sharing arrangement) or understanding with respect to the sale,
transfer, pledge, assignment or other disposition of, the Shares to any
person other than Sub or Sub's designee, (ii) enter into any voting
arrangement, whether by proxy, voting agreement, voting trust, power-of-
attorney or otherwise, with respect to the Shares or (iii) take any other
action that would in any way restrict, limit or interfere with the
performance of its obligations hereunder or the transactions contemplated
hereby.
(b) Until the Merger is consummated or the Merger Agreement is
terminated, the Shareholder shall not, nor shall the Shareholder permit
any investment banker, financial adviser, attorney, accountant or other
representative or agent of the Shareholder to, directly or indirectly (i)
solicit, initiate or encourage (including by way of furnishing
information), or take any other action designed or reasonably likely to
facilitate, any inquiries or the making of any proposal which constitutes,
or may reasonably be expected to
6
lead to, any Takeover Proposal or (ii) participate in any discussions or
negotiations regarding any Takeover Proposal. Without limiting the
foregoing, it is understood that any violation of the restrictions set
forth in the preceding sentence by an investment banker, financial
advisor, attorney, accountant or other representative or agent of the
Shareholder shall be deemed to be a violation of this Section 4(b) by the
Shareholder.
5. Grant of Irrevocable Proxy; Appointment of Proxy. (a) Each
Shareholder hereby irrevocably grants to, and appoints, ▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, and any other individual who shall hereafter be
designated by Parent, and each of them, such Shareholder's proxy and
attorney-in-fact (with full power of substitution), for and in the name, place
and stead of such Shareholder, to vote such Shareholder's Shares (not including
the Rights; such Shares not including the Rights, the "Proxy Shares"), or grant
a consent or approval in respect of such Proxy Shares, at any meeting of
shareholders of the Company or at any adjournment thereof or in any other
circumstances upon which their vote, consent or other approval is sought,
against (i) any merger agreement or merger (other than the Merger Agreement and
the Merger), consolidation, combination, sale of substantial assets,
reorganization, joint venture, recapitalization, dissolution, liquidation or
winding up of or by the Company and (ii) any amendment of the Company's Amended
and Restated Articles of Incorporation or Bylaws, as amended and restated, or
other proposal or transaction (including any consent solicitation to remove or
elect any directors of the Company) involving the Company which amendment or
other proposal or transaction would in any manner impede, frustrate, prevent or
nullify, or result in a breach of any covenant, representation or warranty or
any other obligation or agreement of the Company under or with respect to, the
Offer, the Merger, the Merger Agreement or any of the other transactions
contemplated by the Merger Agreement.
(b) Each Shareholder represents that any proxies heretofore given in
respect of such Shareholder's Proxy Shares are not irrevocable, and that any
such proxies are hereby revoked.
(c) Each Shareholder hereby affirms that the irrevocable proxy set
forth in this Section 5 is given in connection with the execution of the Merger
Agreement, and
7
that such irrevocable proxy is given to secure the performance of the duties of
such Shareholder under this Agreement. Such Shareholder hereby further affirms
that the irrevocable proxy is coupled with an interest and may under no
circumstances be revoked, subject to Section 8. Such Shareholder 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 23B.07.220 of the
Washington Business Corporation Act.
6. Further Assurances. Each Shareholder will, from time to time,
execute and deliver, or cause to be executed and delivered, such additional or
further transfers, assignments, endorsements, consents and other instruments as
Parent or Sub may reasonably request for the purpose of effectively carrying out
the transactions contemplated by this Agreement and to vest the power to vote
such Shareholder's Proxy Shares as contemplated by Section 5. Parent and Sub
jointly and severally agree to use reasonable efforts to take, or cause to be
taken, all actions necessary to comply promptly with all legal requirements that
may be imposed with respect to the transactions contemplated by this Agreement
(including legal requirements of the HSR Act).
7. Assignment. Neither this Agreement nor any of the rights,
interests or obligations hereunder shall be assigned by any of the parties
without the prior written consent of the other parties, except that Sub may
assign, in its sole discretion, any or all of its rights, interests and
obligations hereunder to Parent or to any direct or indirect wholly owned
subsidiary of Parent. Subject to the preceding sentence, this Agreement will be
binding upon, inure to the benefit of and be enforceable by the parties and
their respective successors and assigns. Each Shareholder agrees that this
Agreement and the obligations of such Shareholder hereunder shall attach to such
Shareholder's Shares and shall be binding upon any person or entity to which
legal or beneficial ownership of such Shares shall pass, whether by operation of
law or otherwise, including without limitation such Shareholder's heirs,
guardians, administrators or successors.
8. Termination. This Agreement, and all rights and obligations of
the parties hereunder, shall terminate upon the earliest of (a) the date upon
which the Merger
8
Agreement is terminated pursuant to Section 9.01(a), Section 9.01(b)(ii) or
Section 9.01(f) thereof, (b) the date that is 10 business days after the later
of (i) any other termination of the Merger Agreement and (ii) the date on which
all waiting periods under the HSR Act applicable to the purchase of Shares
pursuant to Section 1 shall have expired or been terminated and (c) the date
that Parent or Sub shall have purchased and paid for the Shareholders' Shares
pursuant to Section 1.
9. Stop Transfer. The Company agrees with, and covenants to, Parent
and Sub that the Company shall not register the transfer of any certificate
representing any Shareholder's Shares unless such transfer is made in accordance
with the terms of this Agreement.
10. Company Stock Options. Each Shareholder that is a director of
the Company severally and not jointly agrees that all Company Stock Options held
by such Shareholder (other than Company Stock Options granted under the Edmark
Corporation Stock Option Plan (Restated as of July 14, 1995)) which have not
been exercised and which remain outstanding at the time Sub accepts Shares for
payment in the Offer shall be canceled and be of no further force or effect, and
such Shareholder shall have no rights after such time with respect to Company
Stock Options which have not been exercised.
11. General Provisions.
(a) Payments. All payments required to be made to any party to this
Agreement shall be made by wire transfer of immediately available funds to
an account designated by such party at least one trading day prior to such
payment.
(b) Expenses. All costs and expenses incurred in connection with
this Agreement and the transactions contemplated hereby shall be paid by
the party incurring such expense.
(c) Amendments. This Agreement may not be amended except by an
instrument in writing signed by each of the parties hereto.
(d) Notice. All notices and other communications hereunder shall be
in writing and shall be deemed given if delivered personally, telecopied
(which is
9
confirmed), sent by overnight courier (providing proof of delivery) or
mailed by registered or certified mail (return receipt requested) to the
parties at the following addresses (or at such other address for a party
as shall be specified by like notice):
(i) if to Parent, to
International Business Machines Corporation
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇. ▇▇▇ ▇. ▇▇▇▇▇▇
Telecopy No: (▇▇▇) ▇▇▇-▇▇▇▇
with a copy to:
Cravath, Swaine & ▇▇▇▇▇
Worldwide Plaza
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, Esq.
Telecopy No: (▇▇▇) ▇▇▇-▇▇▇▇
and
(ii) if to a Shareholder, to the address set forth
under the name of such Shareholder on
Schedule A hereto
with a copy to:
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Lubersky LLP
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Esq.
Telecopy No: (▇▇▇) ▇▇▇-▇▇▇▇
(e) Interpretation. When a reference is made in this Agreement to a
Section, such reference shall be to a Section of this Agreement unless
otherwise indicated. The headings contained in this Agreement are for
reference purposes only and shall not affect in any way
10
the meaning or interpretation of this Agreement. Wherever the words
"include", "includes" or "including" are used in this Agreement, they
shall be deemed to be followed by the words "without limitation".
(f) Counterparts. This Agreement may be executed in two or more
counterparts, all of which shall be considered one and the same agreement
and shall become effective when two or more counterparts have been signed
by each of the parties and delivered to the other parties, it being
understood that all parties need not sign the same counterpart.
(g) Entire Agreement; No Third-Party Beneficiaries. This Agreement
(including the documents and instruments referred to herein) (i)
constitutes the entire agreement and supersedes all prior agreements and
understandings, both written and oral, among the parties with respect to
the subject matter hereof and (ii) is not intended to confer upon any
person other than the parties hereto any rights or remedies hereunder.
(h) Governing Law. This Agreement shall be governed and construed in
accordance with the laws of the State of New York without regard to any
applicable conflicts of law.
(i) Publicity. Except as otherwise required by law, court process or
the rules of a national securities exchange or the Nasdaq National Market
or as contemplated or provided in the Merger Agreement, for so long as
this Agreement is in effect, neither any Shareholder nor Parent shall
issue or cause the publication of any press release or other public
announcement with respect to the transactions contemplated by this
Agreement or the Merger Agreement without the consent of the other
parties, which consent shall not be unreasonably withheld.
12. Shareholder Capacity. No person 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 his or her capacity as such director or
officer. Each Shareholder signs solely in his or her capacity as the record
holder and beneficial owner of, or the trustee of a trust whose beneficiaries
are the beneficial owners of, such Shareholder's Shares and nothing
11
herein shall limit or affect any actions taken by a Shareholder in its capacity
as an officer or director of the Company to the extent specifically permitted by
the Merger Agreement.
13. Performance by Sub. Parent covenants and agrees for the benefit
of the Shareholders that it shall cause Sub to perform in full each obligation
of Sub set forth in this Agreement.
14. Enforcement. The parties agree that 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. It
is accordingly agreed that 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, this being in addition to any other
remedy to which they are entitled at law or in equity. In addition, each of the
parties hereto waives any right to trial by jury with respect to any claim or
proceeding related to or arising out of this Agreement or any of the
transactions contemplated hereby.
12
IN WITNESS WHEREOF, each of Parent and Sub has caused this Agreement
to be signed by its officer thereunto duly authorized and each Shareholder has
signed this Agreement, all as of the date first written above.
INTERNATIONAL BUSINESS
MACHINES CORPORATION
By /s/ ▇▇▇ ▇. ▇▇▇▇▇▇
------------------------------
Print Name: ▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President,
Corporate Development
& Real Estate
INDIGO ACQUISITION CORP.
By /s/ ▇▇▇ ▇. ▇▇▇▇▇▇
------------------------------
Print Name: ▇▇▇ ▇. ▇▇▇▇▇▇
Title: President
SHAREHOLDERS
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
----------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
----------------------------------
▇▇▇▇▇ ▇▇▇▇▇▇▇
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
----------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇, Ph.D.
----------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇, Ph.D.
13
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
------------------------------ ------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
and on behalf of ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ VI
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇
------------------------------
▇▇▇▇▇▇▇ ▇▇▇▇
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
/s/ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
------------------------------
▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇
------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇
14
ROANOKE INVESTORS' LIMITED
PARTNERSHIP
BY ROANOKE CAPITAL LTD.,
GENERAL PARTNER
By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Its Principal
ROANOKE CAPITAL LTD.
By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Its Principal
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ &
▇▇▇▇▇ VI, L.P.
BY KPCB VI ASSOCIATES, L.P.,
GENERAL PARTNER
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇
Its General Partner
KPCB VI FOUNDERS FUND, L.P.
BY KPCB VI ASSOCIATES, L.P.,
GENERAL PARTNER
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇
Its General Partner
IRONWOOD CAPITAL
By /s/ ▇▇▇▇▇▇▇ ▇▇▇▇
------------------------------
▇▇▇▇▇▇▇ ▇▇▇▇
Its General Partner
15
ACKNOWLEDGED AND AGREED
TO AS TO SECTION 9:
EDMARK CORPORATION
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
--------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Vice President -
Product Development
Schedule A
Number of Shares
Number of Underlying
Name and Address Record and Options (Exercise Price
of Shareholder Beneficial Shares below $15.50)
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ 9,721 225,000
▇▇▇▇ - ▇▇▇▇ ▇▇▇▇▇▇ ▇.▇.
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ 11,500 2,000
c/o Roanoke Capital, Ltd.
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇ - 0 - 2,000
c/o Ironwood Capital LLC
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ 1,832 2,000
c/o Kleiner ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇ - 0 - 9,500
Orthopedic Systems, Inc.
▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇ 1,900 8,000
University of Washington
College of Education
▇▇▇▇▇▇ Hall, Room 222
P.O. Box 353600
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ 11,250 5,750
▇▇▇▇▇ ▇.▇. ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Number of Shares
Number of Underlying
Name and Address Record and Options (Exercise Price
of Shareholder Beneficial Shares below $15.50)
▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 21,360 17,000
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ 381,487 2,000
c/o Shannon Industries
▇▇▇▇▇ - ▇▇▇▇ ▇▇▇▇▇▇ ▇.
▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ 3,000 180,000
▇▇▇▇▇ ▇.▇. ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ - 0 - 48,000
▇▇▇▇▇ ▇.▇. ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇ ▇. ▇▇▇▇▇▇ - 0 - 78,500
▇▇▇▇▇ - ▇▇▇▇▇ ▇▇▇▇▇ ▇.▇.
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇ ▇. ▇▇▇▇▇ 2,499 45,750
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇.▇.
▇▇▇▇▇▇▇ ▇▇▇, ▇▇ ▇▇▇▇▇
Ironwood Capital LLC 38,377 - 0 -
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Roanoke Investors' Limited 396,000 - 0 -
Partnership
c/o Roanoke Capital, Ltd.
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & 387,566 - 0 -
▇▇▇▇▇ VI, L.P.
▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
KPCB VI Founders Fund, L.P. 59,454 - 0 -
▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
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