SHAREHOLDER AGREEMENT, dated as of December 18, 1997, among
INTERNATIONAL BUSINESS MACHINES CORPORATION, a New York
corporation ("Parent"), HOOSIER ACQUISITION CORP., an Indiana
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 Software Artistry, Inc., an Indiana
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 the outstanding shares of Common Stock, no par
value, of the Company (the "Company Common Stock") 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 set forth opposite such Shareholder's
name on Schedule A hereto; 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 shares of Company Common Stock
that may be acquired after the date hereof by such Shareholder, including shares
of Company Common Stock issuable upon the exercise of options to purchase
Company Common Stock (as the same may be adjusted as aforesaid), being
collectively referred to herein as the "Shares"; and
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 the Offer Price (as defined in the Merger Agreement,
provided that (i) such obligation of Sub 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 of such Shareholder 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,
such Shareholder's 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, such Shareholder's Shares shall be purchased under the Offer.
(c) (i) In the event that the Merger Agreement shall have been
terminated and Sub would be entitled to purchase each Shareholder's Shares
pursuant to Section 1(b)(i), Sub may elect, by notice given in the manner
set forth in Section 1(b)(i), in lieu of purchasing such Shareholder's
Shares, to receive from such Shareholder, and each Shareholder hereby
agrees to pay to Sub on demand, an amount equal to all profit
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(determined in accordance with Section 1(c)(ii)) of such Shareholder from
the consummation of any Takeover Proposal that is consummated within one
year of such termination.
(ii) For purposes of this Section 1(c), the profit of any Shareholder
from any Takeover Proposal shall equal (A) the aggregate consideration
received by such Shareholder pursuant to such Takeover Proposal, valuing
any non-cash consideration (including any residual interest in the Company)
at its fair market value on the date of such consummation plus (B) the
value of all Shares of such Shareholder disposed of after the termination
of the Merger Agreement and prior to the date of such consummation (which
shall be the greater of (i) the aggregate consideration received by such
Shareholder in connection with the disposition of such Shares (valuing any
non-cash consideration at its fair market value on the date of disposition)
or (ii) the fair market value, on the date of disposition, of such Shares),
less (C) the product of (x) the number of Shares held by such Shareholder
on the date of termination of the Merger Agreement and (y) the original
Offer Price.
(iii) For purposes of this Section 1(c), the fair market value of any
non-cash consideration consisting of:
(A) securities listed on a national securities exchange or traded on
the Nasdaq National Market shall be equal to the average closing
price per share of such security as reported on such exchange or
Nasdaq National Market for the five trading days after the date
of determination; and
(B) consideration which is other than securities of the form
specified in clause (A) of this Section 1(c)(iii) shall be
determined by a nationally recognized independent investment
banking firm mutually agreed upon by the parties within
10 business days of the event requiring selection of such banking
firm; provided, however, that if the parties are unable to agree
within two business days after the date of such event as to the
investment banking firm, then the parties shall each select one
firm, and those firms shall select a third investment banking
firm,
3
which third firm shall make such determination; provided further,
that the fees and expenses of such investment banking firm shall
be borne equally by Parent, on the one hand, and the
Shareholders, on the other hand. The determination of the
investment banking firm shall be binding upon the parties.
(iv) Any payment of profit under this Section 1(c) shall be paid by
wire transfer of same day funds to an account designated by Parent. If all
or a portion of the consideration received for the Shares by the
Shareholder is in the form of non-cash consideration, the Shareholder shall
pay to Parent the profit on such portion by either, at Parent's election,
(i) transferring to Parent Parent's pro rata share of such non-cash
consideration (which transfer shall be made immediately following the
determination of the value of such non-cash consideration) or (ii) selling
such non-cash consideration (which sale shall be effected as soon as
practicable and the allocable portion of the proceeds of which shall be
paid to Parent immediately following the settlement of such sale).
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, assuming this Agreement
constitutes a valid and binding obligation of Parent and Sub, constitutes a
valid and binding obligation of the Shareholder enforceable against the
Shareholder in accordance with its terms. 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
4
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 (a "Governmental
Entity"), (ii) result in a violation or breach of, or constitute (with or
without due notice or lapse of time or both) a default under, or give rise
to any right of termination, amendment, cancelation or acceleration under,
or result in the creation of any pledge, claim, lien, charge, encumbrance
or security interest of any kind or nature whatsoever (a "Lien") upon any
of the properties or assets of the Shareholder under, any of the terms,
conditions or provisions of any note, bond, mortgage, indenture, lease,
license, permit, concession, franchise, contract, agreement or other
instrument or obligation (a "Contract") 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 judgment, order, writ, preliminary or permanent injunction or decree
(an "Order") or any statute, law, ordinance, rule or regulation of any
Governmental Entity (a "Law") applicable to the Shareholder or any of the
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 Liens, proxies, voting trusts
or agreements, understandings or arrangements, except for any such Liens 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.
5
(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, assuming this Agreement
constitutes a valid and binding obligation of the Shareholders, constitutes
a valid and binding obligation of Parent and Sub enforceable in accordance
with its terms.
(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
6
(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 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.
(c) At any meeting of shareholders of the Company called to vote upon
the Merger and the Merger Agreement or at any adjournment thereof or in any
other circumstances upon which a vote, consent or other approval (including
by written consent) with respect to the Merger and the Merger Agreement is
sought, each Shareholder shall, including by initiating a written consent
solicitation if requested by Parent, vote (or cause to be voted) such
Shareholder's Shares in favor of the Merger, the adoption by the Company of
the Merger Agreement and the approval of the other transactions
contemplated by the Merger Agreement. At any meeting of shareholders of
the Company or at any adjournment thereof or in any other circumstances
upon which the Shareholder's vote, consent or other approval is sought,
such Shareholder shall vote (or cause to be voted) such Shareholder's
Shares against (i) any merger agreement or merger (other than the Merger
Agreement and the Merger), consolidation, combination, sale of substantial
assets, reorganization, recapitalization, dissolution, liquidation or
winding up of or by the Company or any other Takeover Proposal
(collectively, "Alternative Transactions") or (ii) any amendment of the
Company's Third Amended and Restated Articles of Incorporation or By-laws
or other proposal or
7
transaction involving the Company or any of its subsidiaries, which
amendment or other proposal or transaction would in any manner impede,
frustrate, prevent or nullify the Offer, the Merger, the Merger Agreement
or any of the other transactions contemplated by the Merger Agreement
(collectively, "Frustrating Transactions").
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, or grant a
consent or approval in respect of such 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, (i) in favor of the
Merger, the adoption by the Company of the Merger Agreement and the approval of
the other transactions contemplated by the Merger Agreement and against (i) any
merger agreement or merger (other than the Merger Agreement and the Merger),
consolidation, combination, sale of substantial assets, reorganization,
recapitalization, dissolution, liquidation or winding up of or by the Company
and (ii) any Alternative Transaction or Frustrating Transaction.
(b) Each Shareholder represents that any proxies heretofore given in
respect of such Shareholder's 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 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
23-1-30-3 of the Indiana Business Corporation Law. Such irrevocable proxy shall
be valid until the later to occur of (i) eleven months from the date hereof or
8
(ii) the termination of this Agreement pursuant to Section 8.
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 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 Agreement is terminated pursuant to Section 9.01(a) thereof,
(b) 18 months from the date of this Agreement; provided, however, that
Sections 1, 6, 8, 10 and 13 hereof shall survive until the date that is 10
business days after the later of (i) the first anniversary of the date of any
termination of the Merger Agreement (other than any termination pursuant to
Section 9.01(a) thereof) 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
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. 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 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: (▇▇▇) ▇▇▇-▇▇▇▇
10
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:
▇▇▇▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇▇
▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
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 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
11
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.
11. 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 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.
12. 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.
13. 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 in court of the United States located
in the State of New York or any New York State court, this being in addition to
any other remedy
12
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.
13
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/ ▇▇▇ ▇. ▇▇▇▇▇▇
----------------------------
Name: ▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President,
Corporate Development
and Real Estate
HOOSIER ACQUISITION CORP.
By /s/ ▇▇▇ ▇. ▇▇▇▇▇▇
----------------------------
Name: ▇▇▇ ▇. ▇▇▇▇▇▇
Title: President
SHAREHOLDERS
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
----------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
/s/ W. ▇▇▇▇▇ ▇▇▇▇▇▇
----------------------------
Name: W. ▇▇▇▇▇ ▇▇▇▇▇▇
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, M.D.
----------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, M.D.
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
----------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
14
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
----------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
----------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
----------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
----------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
15
ACKNOWLEDGED AND AGREED
TO AS TO SECTION 9:
SOFTWARE ARTISTRY, INC.
By /s/ W. ▇▇▇▇▇ ▇▇▇▇▇▇
-----------------------
Name: W. ▇▇▇▇▇ ▇▇▇▇▇▇
16
SCHEDULE A
NAME AND ADDRESS OF NUMBER OF NUMBER OF SHARES
SHAREHOLDER RECORD AND UNDERLYING OPTIONS
BENEFICIAL
SHARES
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ 575,344 31,500
▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
W. ▇▇▇▇▇ ▇▇▇▇▇▇ 198,900 385,820
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇.
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇, M.D. 707,000 120,000
▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇.
▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ 5,772 25,000
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇.
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ 0 257,160
▇▇▇▇▇ ▇▇. ▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ 0 100,875
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▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ 500 87,148
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ 0 57,000
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▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
17