STOCKHOLDERS AGREEMENT
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STOCKHOLDERS AGREEMENT, dated as of October 1, 2001 (this
"Agreement"), among Globespan, Inc., a Delaware corporation ("Globespan"), Wine
Acquisition Corp., a Delaware Corporation and a wholly owned subsidiary of
Globespan ("Sub"), and ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇.
▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Professor ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇, The Grantor Retained
Annuity Trust dated June 5, 2000 (▇▇▇▇▇ ▇. ▇▇▇, trustee), The Grantor Retained
Annuity Trust dated June 5, 2000 (▇▇▇▇▇ ▇. ▇▇▇▇, trustee), The ▇▇▇▇-▇▇▇ 2000
Trust dated September 14, 2000 (▇▇▇▇▇ ▇. ▇▇▇▇ and ▇▇▇▇▇ ▇. ▇▇▇, trustees)
Olivetti International S.A. Holding, Clarium Holdings Limited and Providence
Investment Company Limited (collectively the "Stockholders') each of whom is a
stockholder of Virata Corporation, a Delaware corporation ( "Virata").
WHEREAS, Globespan, Sub and Virata, are, concurrently with the
execution hereof, entering into an Agreement and Plan of Merger, dated as of
October 1, 2001 (the "Merger Agreement"), pursuant to which, upon the terms and
subject to the conditions set forth in the Merger Agreement, Sub will merge with
and into Virata, with Virata being the surviving corporation (the "Merger");
WHEREAS, each Stockholder is the record and/or beneficial owner of
such number of shares of common stock of Virata, par value $.01 per share
("Virata Common Stock"), as is set forth opposite his, her or its name on
Schedule I hereto (collectively, the "Existing Shares") (all such Existing
Shares, together with all other shares of capital stock or other voting
securities of Virata or any of its Subsidiaries with respect to which the
Stockholders have beneficial ownership (for purposes of this Agreement,
"beneficial ownership" shall have the meaning set forth in Rule 13d-3 under the
Exchange Act) as of the date of this Agreement, and any shares of capital stock
or other voting securities of Virata or any of its Subsidiaries, beneficial
ownership of which is directly or indirectly acquired after the date hereof,
including, without limitation, shares received pursuant to any stock splits,
stock dividends or distributions, shares acquired by purchase or upon the
exercise, conversion or exchange of any option, warrant or convertible security
or otherwise, and shares or any voting securities of Virata or any of its
Subsidiaries received pursuant to any change in the capital stock of Virata or
such Subsidiary by reason of any recapitalization, merger, reorganization,
consolidation, combination, exchange of shares or the like, are referred to
herein as the "Shares");
WHEREAS, each of the parties hereto desires to enter into this
Agreement to provide for, among other things, (1) the obligation of each
Stockholder to vote, or cause the record holder of the Shares to vote, the
Shares beneficially owned by such Stockholder (other than Shares subject to
unexercised options) in the manner specified herein and (2) certain restrictions
on the sale or the transfer of the record and beneficial ownership of Shares by
the Stockholders; and
WHEREAS, each Stockholder acknowledges that Globespan, Sub and
Virata are entering into the Merger Agreement in reliance on the
representations, warranties, covenants and other agreements of such Stockholder
set forth in this Agreement and would not enter into the Merger Agreement if
such Stockholder did not enter into this Agreement.
NOW, THEREFORE, in consideration of the foregoing and the respective
representations, warranties, covenants and agreements set forth herein and in
the Merger Agreement, and intending to be legally bound hereby, Globespan, Sub
and each Stockholder agree as follows:
1. Defined Terms. Terms used herein without definition shall have
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the meanings assigned to such terms in the Merger Agreement.
2. Agreement to Vote. Each Stockholder hereby agrees that, from and
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after the date hereof and until the Expiration Date (as defined in Section 18),
at any meeting of the stockholders of Virata, however called, or in connection
with any written consent of the stockholders of Virata, such Stockholder shall
appear at each such meeting, in person or by proxy, or otherwise cause such
Stockholder's Shares (other than Shares subject to unexercised options)to be
counted as present thereat for purposes of establishing a quorum, and such
Stockholder shall vote (or cause to be voted) or act (or cause to be acted) by
written consent with respect to all of such Stockholder's Shares (other than
Shares subject to unexercised options), (a) in favor of adoption and approval of
the Merger Agreement and the Merger and the approval of the terms thereof and
each of the other actions contemplated by the Merger Agreement and this
Agreement, and any other action reasonably requested by Globespan in furtherance
thereof; (b) against any action or agreement that would result in a breach of
any covenant, representation or warranty or any other obligation or agreement of
Virata contained in the Merger Agreement or of Stockholder contained in this
Agreement; and (c) against any Acquisition Proposal made by any person other
than Globespan or any of its affiliates. Each Stockholder hereby agrees that it
will not enter into any voting or other similar agreement or understanding with
any person or entity or grant a proxy or power of attorney with respect to the
Shares prior to the Expiration Date (other than a proxy or power of attorney to
an officer of Virata that may be exercised solely in accordance with this
Section 2 and except as provided in Section 3 below) or vote or give
instructions in any manner inconsistent with clause (a), (b) or (c) of the
preceding sentence. Each Stockholder hereby agrees, during the period commencing
on the date hereof and ending on the Expiration Date, not to, and, if
applicable, not to permit any of such Stockholder's affiliates to, vote or
execute any written consent in lieu of a stockholders meeting or vote, if such
consent or vote by the stockholders of Virata would be inconsistent with or
frustrate the purposes of the other covenants of such Stockholder pursuant to
this paragraph. As used in this Agreement, "person" shall have the meaning
specified in Sections 3(a)(9) and 13(d)(3) of the Exchange Act.
3. PROXY. SUBJECT TO SECTION 18 HEREOF, EACH STOCKHOLDER HEREBY
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GRANTS TO, AND APPOINTS, __________, __________AND __________, IN THEIR
RESPECTIVE CAPACITIES AS OFFICERS OF GLOBESPAN, AND ANY INDIVIDUAL WHO SHALL
HEREAFTER SUCCEED ANY SUCH OFFICER OF GLOBESPAN, AND ANY OTHER PERSON DESIGNATED
IN WRITING BY GLOBESPAN, EACH OF THEM INDIVIDUALLY, SUCH STOCKHOLDER'S PROXY AND
ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION) TO VOTE OR ACT BY WRITTEN
CONSENT, TO THE FULLEST EXTENT PERMITTED BY AND SUBJECT TO APPLICABLE LAW, WITH
RESPECT TO THE SHARES IN ACCORDANCE WITH SECTION 2 HEREOF IN RESPECT OF ANY
MATTER SPECIFIED IN CLAUSE (a), (b) OR (c) OF SUCH SECTION 2. THIS PROXY IS
COUPLED WITH AN INTEREST AND SHALL
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BE IRREVOCABLE. EACH STOCKHOLDER WILL TAKE SUCH FURTHER ACTION OR EXECUTE SUCH
OTHER INSTRUMENTS AS MAY BE NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY AND
HEREBY REVOKES ANY PROXY PREVIOUSLY GRANTED BY SUCH STOCKHOLDER WITH RESPECT TO
THE SHARES. NOTWITHSTANDING THE FOREGOING, NEITHER GLOBESPAN NOR ANY OF THE
AFORENAMED PROXIES SHALL EXERCISE THE POWERS SET FORTH IN THIS SECTION 3 UNLESS
AND UNTIL GLOBESPAN SHALL HAVE RECEIVED ALL APPLICABLE REGULATORY APPROVALS
REQUIRED UNDER APPLICABLE LAW FOR SUCH EXERCISE.
4. Representations and Warranties of Globespan and Sub. Globespan
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and Sub represent and warrant to Stockholder as follows:
(a) Each of Globespan and Sub is a corporation duly organized,
validly existing and in good standing under the laws of the state of Delaware.
(b) Each of Globespan and Sub has the requisite corporate power and
authority to enter into this Agreement and to carry out its obligations
hereunder. The execution and delivery of this Agreement by Globespan and Sub and
the consummation by Globespan and Sub of the transactions contemplated hereby
have been duly authorized by the respective Boards of Directors of Globespan and
Sub and no other corporate proceedings on the part of Globespan or Sub are
necessary to authorize the execution and delivery of this Agreement by Globespan
and Sub and the consummation by them of the transactions contemplated hereby.
This Agreement has been duly executed and delivered by Globespan and Sub and
(assuming the valid authorization, execution and delivery of this Agreement by
Stockholder) is a valid and binding obligation of each of Globespan and Sub,
enforceable against each of Globespan and Sub in accordance with its terms,
except as such enforceability may be limited by bankruptcy, insolvency,
fraudulent conveyance, reorganization, moratorium or other similar laws
affecting creditors' rights generally and general equitable principles (whether
considered in a proceeding in equity or at law).
(c) The execution and delivery of this Agreement by Globespan and
Sub do not, and the performance of this Agreement by Globespan and Sub will not,
(i) conflict with or violate the certificate of incorporation or by-laws of
Globespan or Sub, (ii) conflict with or violate any law, rule, regulation or
order applicable to Globespan or Sub or by which any of their respective
properties is bound, or (iii) conflict with, result in any breach of or
constitute a default (or an event that with notice or lapse of time or both
would become a default) under, or give to others any rights of termination,
amendment, acceleration or cancellation of, or require payment under, or result
in the creation of any lien on the properties or assets of Globespan or Sub
pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease,
license, permit, franchise or other instrument or obligation to which Globespan
or Sub is a party or by which Globespan or Sub or any of their respective
properties is bound, except for any thereof that would materially impair the
ability of Globespan or Sub to perform its obligations hereunder or to
consummate the transactions contemplated hereby on a timely basis.
(d) The execution and delivery of this Agreement by Globespan and
Sub do not, and the performance by Globespan and Sub of their obligations
hereunder will not, require Globespan or Sub to obtain any consent, approval,
authorization or permit of, or to make any
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filing with or notification to, any Governmental Entity, other than as set forth
in Section 4.2(d) of the Merger Agreement.
(e) There is no suit, action, investigation or proceeding pending
or, to the knowledge of Globespan or Sub, threatened against Globespan or Sub at
law or in equity before or by any Governmental Entity that could reasonably be
expected to materially impair the ability of Globespan or Sub to perform their
obligations hereunder on a timely basis, and there is no agreement, commitment
or law to which Globespan or Sub is subject that could reasonably be expected to
materially impair the ability of Globespan or Sub to perform their obligations
hereunder on a timely basis.
5. Representations and Warranties of the Stockholders. Each
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Stockholder represents and warrants to Globespan and Sub as follows:
(a) If such Stockholder is a corporation, limited liability company,
partnership or trust, such Stockholder has been duly organized and is validly
existing and in good standing under the laws of the jurisdiction of its
organization.
(b) If such Stockholder is a corporation, limited liability company,
partnership or trust, such Stockholder has all necessary corporate power and
authority to enter into this Agreement, to perform its obligations hereunder and
to consummate the transactions contemplated hereby, and the execution, delivery
and performance of this Agreement by such Stockholder and the consummation by
such Stockholder of the transactions contemplated hereby have been duly
authorized by all necessary corporate action on the part of such Stockholder.
(c) This Agreement has been duly executed and delivered by such
Stockholder and (assuming the valid authorization, execution and delivery of
this Agreement by Globespan and Sub) is a valid and binding obligation of such
Stockholder, enforceable against such Stockholder in accordance with its terms,
except as such enforceability may be limited by bankruptcy, insolvency,
fraudulent conveyance, reorganization, moratorium or other similar laws
affecting creditors' rights generally and general equitable principles (whether
considered in a proceeding in equity or at law).
(d) The execution and delivery of this Agreement by such Stockholder
do not, and the performance of this Agreement by such Stockholder will not, (i)
if such Stockholder is a corporation, limited liability company, partnership or
trust, conflict with or violate the organizational documents of such
Stockholder, (ii) conflict with or violate any law, rule, regulation or order
applicable to such Stockholder or by which any of such Stockholder's properties
is bound, or (iii) conflict with, result in any breach of or constitute a
default (or an event that with notice or lapse of time or both would become a
default) under, or give to others any rights of termination, amendment,
acceleration or cancellation of, or require payment under, or result in the
creation of any lien on the properties or assets of such Stockholder pursuant
to, any note, bond, mortgage, indenture, contract, agreement, lease, license,
permit, franchise or other instrument or obligation to which such Stockholder is
a party or by which such Stockholder or any of its properties is bound, except
for any thereof that would not result in the imposition of a lien on such
Stockholder's Shares or materially impair the ability of such Stockholder to
perform its obligations hereunder or to consummate the transactions contemplated
hereby on a timely basis.
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(e) The execution and delivery of this Agreement by such Stockholder
does not, and the performance by such Stockholder of such Stockholder's
obligations hereunder will not, require such Stockholder to obtain any consent,
approval, authorization or permit of, or to make any filing with or notification
to, any Governmental Entity, except for an amendment to the Statement on
Schedule 13D filed by, among others, such Stockholder with respect to Virata.
(f) There is no suit, action, investigation or proceeding pending
or, to the knowledge of such Stockholder, threatened against such Stockholder at
law or in equity before or by any Governmental Entity that could reasonably be
expected to materially impair the ability of such Stockholder to perform its
obligations hereunder on a timely basis, and there is no agreement, commitment
or law to which such Stockholder is subject that could reasonably be expected to
materially impair the ability of such Stockholder to perform its obligations
hereunder on a timely basis.
(g) Except as set forth on Schedule I hereto or as otherwise
provided herein, (i) such Stockholder's Existing Shares are owned beneficially
and of record by such Stockholder; (ii) such Stockholder has not appointed or
granted any proxy which is still effective with respect to any Shares other than
as provided in this Agreement; and (iii) such Stockholder has sole voting power
and sole power of disposition with respect to all of such Stockholder's Existing
Shares, with no restrictions on such Stockholder's rights of disposition
pertaining thereto. The Existing Shares constitute all of the shares of Virata
Common Stock owned of record or beneficially by such Stockholder. All of the
Existing Shares are issued and outstanding and, except as listed on Schedule 1
and except for the preferred stock purchase rights associated with such Existing
Shares, such Stockholder does not own, of record or beneficially, any warrants,
options, convertible securities or other rights to acquire any shares of Virata
Common Stock.
6. Agreements of the Stockholders. (a) Each Stockholder hereby
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agrees, until the earlier of the Expiration Date and the conclusion of the
Virata Stockholders Meeting, and except as expressly contemplated hereby, not to
(i) sell, transfer, pledge, encumber, grant, assign or otherwise dispose of,
enforce any redemption agreement with Virata or enter into any contract, option
or other arrangement or understanding with respect to or consent to the offer
for sale, sale, transfer, pledge, encumbrance, grant, assignment or other
disposition of, record or beneficial ownership of any of such Stockholder's
Shares or any interest in any of the foregoing, except to Globespan or Sub, (ii)
grant any proxies or powers of attorney, deposit any Shares into a voting trust
or enter into a voting agreement with respect to any Shares, or any interest in
any of the Shares, except to Globespan or Sub or (iii) take any action that
would make any representation or warranty of Stockholder contained herein untrue
or incorrect or have the effect of preventing or disabling such Stockholder from
performing its obligations under this Agreement.
(b) Each Stockholder hereby agrees, until the earlier of the
Expiration Date and the conclusion of the Virata Stockholders Meeting, except
(i) with respect to Globespan and its affiliates, and (ii) for actions taken by
persons in their capacity as officers or directors of Virata in accordance with
Section 6.5(b) of the Merger Agreement, that such Stockholder shall not, and
shall not permit any of its affiliates or, if applicable, any director, officer,
employee consultant, agent, advisor or representative of such Stockholder or any
of such Stockholder's affiliates (collectively, the "Representatives") to (i)
initiate, solicit or encourage, directly or indirectly, any inquiries or the
making of any proposal with respect to any matter described in
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Section 6(a) hereof or any Acquisition Proposal or (ii) participate in any
negotiations concerning, or provide to any other person any information or data
relating to Virata or any of its Subsidiaries for the purpose of, or have any
discussions with any person relating to, or cooperate with or assist or
participate in, or facilitate, any inquiries or the making of any proposal which
constitutes, or would reasonably be expected to lead to, any effort or attempt
by any other person to seek to effect any matter described in Section 6(a)
hereof or any Acquisition Proposal, or agree to or endorse any Acquisition
Proposal, or otherwise facilitate any effort or attempt to make or implement
such an Acquisition Proposal. Each Stockholder agrees immediately to cease and
cause to be terminated any existing activities, discussions or negotiations with
any persons conducted heretofore by Stockholder with respect to any possible
Acquisition Proposal, or any matter described in Section 6(a) hereof, and will
take the necessary steps to inform Stockholder's Representatives of the
obligations undertaken by Stockholder with respect to Stockholder's
Representatives in this Section 6.
(c) Each Stockholder hereby agrees, while this Agreement is in
effect, to notify Globespan promptly of the number of any additional shares of
Virata Common Stock and the number and type of any other Shares acquired by such
Stockholder, if any, after the date hereof.
7. Further Assurances. From time to time, at the other party's
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request and without further consideration, each party hereto shall execute and
deliver such additional documents and take all such further action as may be
necessary or desirable to consummate and make effective, in the most expeditious
manner practicable, the transactions contemplated by this Agreement. Without
limiting the generality of the foregoing, none of the parties hereto shall enter
into an agreement or arrangement (or alter, amend or terminate any existing
agreement or arrangement) if such action would materially impair the ability of
such party to effectuate, carry out or comply with all the terms of this
Agreement.
8. Survival. None of the representations, warranties, covenants and
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agreements of the parties herein shall survive beyond the Expiration Date.
9. Notices. All notices and other communications hereunder shall be
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in writing and shall be deemed duly given if given in the manner set forth in
Section 9.2 of the Merger Agreement. All notices hereunder shall be given to a
party at his or its address stated on the signature pages of this Agreement or
at its address set forth in Section 9.2 of the Merger Agreement or at any other
address as the party may specify for this purpose by notice to the other parties
pursuant to this Section 9.
10. No Waivers. No failure or delay by Globespan or Sub in
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exercising any right, power or privilege under this Agreement shall operate as a
waiver of that right, power or privilege. A single or partial exercise of any
right, power or privilege shall not preclude any other or further exercise of
that right, power or privilege or the exercise of any other right, power or
privilege. The rights and remedies provided in this Agreement shall be
cumulative and not exclusive of any rights or remedies provided by law.
11. Amendments, Etc. No amendment, modification, termination or
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waiver of any provision of this Agreement , and no consent to any departure by
any Stockholder or Globespan or Sub from any provision of this Agreement, shall
be effective unless it shall be in
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writing and signed and delivered by each party hereto, and then it shall be
effective only in the specific instance and for the specific purpose for which
it is given.
12. Successors and Assigns; Third Party Beneficiaries.
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(a) No party shall assign any of such party's rights or remedies or
delegate any of such party's obligations or liabilities, in whole or in part,
under this Agreement, except that Globespan or Sub may assign all or any of its
rights hereunder to any affiliate of Globespan or Sub. Any assignment or
delegation in contravention of this Section 12 shall be void ab initio and shall
not relieve the assigning or delegating party of any obligation under this
Agreement.
(b) The provisions of this Agreement shall be binding upon and inure
solely to the benefit of the parties hereto and their respective permitted
heirs, executors, legal representatives, successors and assigns, and no other
person.
13. Governing Law; Submission to Jurisdiction. This Agreement and
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all rights, remedies, liabilities, powers and duties of the parties hereto and
thereto, shall be governed by and construed in accordance with the laws of the
State of Delaware applicable to contracts executed in and to be performed
entirely within that State. Globespan, Sub and each Stockholder hereby (w)
submit to the exclusive jurisdiction of any State and Federal courts sitting in
Delaware with respect to matters arising out of or relating hereto, (x) agree
that all claims with respect to such matters shall be heard and determined in an
action or proceeding in such Delaware State or Federal court, and (y) agree that
a final judgment in any such action or proceeding will be conclusive and may be
enforced in other jurisdictions by suit on the judgment or in any other manner
provided by law.
14. Severability of Provisions. If any term or other provision of
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this Agreement is invalid, illegal or incapable of being enforced by any law or
public policy, all other terms and provisions of this Agreement shall
nevertheless remain in full force and effect so long as the economic or legal
substance of the transactions contemplated hereby is not affected in any manner
materially adverse to any party. Upon such determination that any term or other
provision is invalid, illegal or incapable of being enforced, the parties shall
negotiate in good faith to modify this Agreement so as to effect the original
intent of the parties as closely as possible in an acceptable manner in order
that the transactions contemplated hereby are consummated as originally
contemplated to the greatest extent possible.
15. Headings and References. Article and Section headings in this
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Agreement are included for convenience of reference only and do not constitute a
part of this Agreement for any other purpose. References to Articles and
Sections in this Agreement are references to the Articles and Sections of this
Agreement unless the context shall require otherwise. Any of the terms defined
in this Agreement may, unless the context otherwise requires, be used in the
singular or the plural, depending on the reference. The use in this Agreement of
the word "include" or "including," when following any general statement, term or
matter, shall not be construed to limit such statement, term or matter to the
specific items or matters set forth immediately following such word or to
similar items or matters, whether or not nonlimiting language (such as "without
limitation" or "but not limited to" or words of similar import) is used with
reference thereto, but rather shall be deemed to refer to all other items or
matters that fall within the broadest possible scope of such general statement,
term or matter.
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16. Entire Agreement. This Agreement and the Merger Agreement embody
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the entire agreement and understanding of each of the parties hereto, and
supersede all other written or oral prior agreements or understandings, with
respect to the subject matter of this Agreement.
17. Enforcement. The parties agree that irreparable damage would
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occur in the event that any of the provisions of this Agreement was 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 any Federal court sitting in the
State of Delaware or State of Delaware court, this being in addition to any
other remedy to which they are entitled at law or in equity.
18. Termination. This Agreement and the proxy set forth in Section 3
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shall terminate upon the earliest of the following dates (such date is referred
to herein as the "Expiration Date"): (i) the date on which the Merger Agreement
is terminated; (ii) the date on which Globespan terminates this Agreement upon
written notice to the Stockholders (Globespan may so terminate this Agreement
and the proxy set forth herein at any time); or (iii) the Effective Time (as
defined in the Merger Agreement).
19. Counterparts. This Agreement may be signed in any number of
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counterparts and by facsimile, each of which shall be an original, with the same
effect as if all signatures were on the same instrument.
20. WAIVER OF JURY TRIAL. EACH PARTY TO THIS AGREEMENT, AS A
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CONDITION OF SUCH PARTY'S RIGHT TO ENFORCE OR DEFEND ANY RIGHT UNDER OR IN
CONNECTION WITH THIS AGREEMENT, WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY
ACTION TO ENFORCE OR DEFEND ANY RIGHT UNDER THIS AGREEMENT AND AGREES THAT ANY
ACTION SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY.
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IN WITNESS WHEREOF, Globespan, Sub and the undersigned
Stockholders have caused this Agreement to be duly executed as of the day and
year first above written.
GLOBESPAN, Inc.
By: /s/ Globespan, Inc.
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Name:
Title:
WINE ACQUISITION CORP.
By: /s/ Wine Acquisition Corp.
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Name:
Title:
[Signatures of the Stockholders to follow]
We hereby consent to the matters
set forth in this Agreement and the
execution of this Agreement by
each of the parties hereto.
VIRATA Corporation
By: /s/ Virata Corporation
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Name:
Title:
STOCKHOLDER
/s/ ▇▇▇▇ ▇▇▇▇▇
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STOCKHOLDER
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
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STOCKHOLDER
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STOCKHOLDER
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STOCKHOLDER
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
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Professor ▇▇▇▇▇▇ ▇▇▇▇▇▇
STOCKHOLDER
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STOCKHOLDER
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇
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STOCKHOLDER
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇▇▇▇▇
[SIGNATURE PAGE TO VOTING AGREEMENT]
STOCKHOLDER
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
STOCKHOLDER
/s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
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STOCKHOLDER
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇
STOCKHOLDER
The Grantor Retained Annuity Trust dated
June 5, 2000
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇
Title: Trustee
STOCKHOLDER
The Grantor Retained Annuity Trust dated
June 5, 2000
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇
Title: Trustee
[SIGNATURE PAGE TO VOTING AGREEMENT]
STOCKHOLDER
The ▇▇▇▇-▇▇▇ 2000 Trust dated September
14, 2000
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇
Title: Trustee
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇
Title: Trustee
STOCKHOLDER
Olivetti International S.A. Holding
By: /s/ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇
Title: Director
STOCKHOLDER
Clarium Holdings Limited
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Director
STOCKHOLDER
Providence Investment Company Limited
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Director
[SIGNATURE PAGE TO VOTING AGREEMENT]
SCHEDULE I
----------
NAME Total Shares
------------------------- ------------------------
▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Professor ▇▇▇▇▇▇ ▇▇▇▇▇▇ 446,522
▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇ 4,000
▇▇▇▇▇▇ ▇▇▇▇▇▇ 208,601
▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇ 1,900,000
Olivetti International 2,629,478
S.A. Holding
Clarium Holdings Limited 439,190
▇▇▇▇▇▇▇▇▇ ▇▇▇ 450,000
Total 6,077,791