1
EXHIBIT 10.1
SHAREHOLDERS AGREEMENT
This SHAREHOLDERS AGREEMENT (this "Agreement"), dated as of October 14,
1996, is made and entered into among Digital Systems International, Inc., a
Washington corporation ("Digital"), ViewStar Corporation, a California
corporation ("ViewStar"), certain shareholders of Digital listed on Schedule A
attached hereto who are also directors or executive officers of Digital
(individually, a "Digital Shareholder" and collectively, the "Digital
Shareholders"), and certain shareholders of ViewStar listed on Schedule B
attached hereto (individually, a "ViewStar Shareholder" and collectively, the
"ViewStar Shareholders").
RECITALS
A. Concurrently herewith, Digital, Vision Merger Corporation, a wholly
owned subsidiary of Digital ("Merger Sub"), and ViewStar have entered into an
Agreement and Plan of Merger (the "Merger Agreement") pursuant to which Merger
Sub will merge with and into ViewStar (the "Merger"). Capitalized terms used and
not defined herein shall have the meanings assigned to such terms in the Merger
Agreement.
B. Approval of the Merger Agreement by ViewStar's shareholders and
approval of the issuance of Digital Common Shares in the Merger (the "Issuance")
by Digital's shareholders are each conditions to the consummation of the Merger.
C. For federal income tax purposes, it is intended that the Merger
shall qualify as a reorganization within the meaning of Section 368(a) of the
Code.
D. It is also intended that the Merger shall be recorded for accounting
purposes as a pooling of interests.
E. As a condition to the parties' entering into the Merger Agreement,
ViewStar has required that the Digital Shareholders agree, and Digital has
required that the ViewStar Shareholders agree, and the Digital Shareholders and
the ViewStar Shareholders have each agreed, to enter into this Agreement.
2
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants contained herein, the parties hereto agree as follows:
1. REPRESENTATIONS AND WARRANTIES OF EACH VIEWSTAR SHAREHOLDER
Each ViewStar Shareholder represents and warrants to Digital and the
Digital Shareholders that:
(a) General Representations.
(i) As of the date hereof such ViewStar Shareholder
owns beneficially or of record the number of Shares set forth on Schedule B
hereto, and there are no outstanding proxies with respect to such Shares.
(ii) Such ViewStar Shareholder has the requisite
power to enter into this Agreement and to carry out his, her or its obligations
hereunder. If such ViewStar Shareholder is a corporation or other entity, the
execution and delivery of this Agreement by such ViewStar Shareholder and the
consummation by it of the transactions contemplated hereby have been duly
authorized by all necessary corporate or other action on the part of such
ViewStar Shareholder.
(iii) This Agreement is a legal and valid agreement
and obligation binding upon such ViewStar Shareholder, enforceable against such
ViewStar Shareholder in accordance with its terms, except as may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium and other similar
laws of general application which may affect the enforcement of creditors'
rights generally and by general equitable principles.
(iv) The execution and delivery of this Agreement
does not, and the consummation of the transactions contemplated hereby and
compliance with the terms hereof will not, conflict with, or result in any
violation of or default (with or without notice or lapse of time or both) under,
any provision of (A) in the case of a ViewStar Shareholder which is a
corporation or other entity, its charter, bylaws or other organizational
documents or (B) in the case of any ViewStar Shareholder, any agreement,
instrument, permit, concession, franchise, license, judgment, order, decree,
statute, law, ordinance, rule or regulation applicable to such ViewStar
Shareholder or to his, her or its property or assets.
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(v) No consent, approval, order or authorization of,
or registration, declaration or filing with, any court or Governmental Body, is
required by or with respect to such ViewStar Shareholder in connection with the
execution and delivery of this Agreement or the consummation by such ViewStar
Shareholder of the transactions contemplated hereby.
(b) Pooling Covenants and Representations.
(i) During the period from the execution hereof
until 30 days prior to the Effective Time, without the consent of Digital (which
shall not be unreasonably withheld) such ViewStar Shareholder will not sell,
transfer or otherwise dispose of any securities of ViewStar or any shares of
capital stock of Digital held by such Shareholder except for (A) transfers or
other dispositions of a number of Shares less than 10% of the sum of (1) the
number of Shares held by such ViewStar Shareholder and (2) the number of Shares
subject to currently exercisable options held by such ViewStar Shareholder, (B)
transfers or other dispositions by operation of law upon the death of such
ViewStar Shareholder or by the estate of such ViewStar Shareholder if necessary
to pay estate taxes, or (C) other transfers or dispositions that will not
prevent Digital from accounting for the Merger as a pooling of interests, taking
into account the actions of other Affiliates.
(ii) From and after 30 days prior to the Effective
Time, such ViewStar Shareholder will not sell, transfer or otherwise dispose of
any securities of ViewStar, any Digital Common Shares received by such ViewStar
Shareholder in the Merger or any other shares of capital stock of Digital until
after such time as results covering at least 30 days of combined operations of
Digital and ViewStar have been published by Digital, in the form of a quarterly
earnings report, an effective registration statement filed with the SEC, a
report to the SEC on Form 10-K, 10-Q or 8-K, or any other public filing or press
release or other announcement which includes the combined sales and net income
of Digital and ViewStar, except as provided in Section 1(e) and except for
transfers or other dispositions that, taking into account the actions of other
Affiliates, will not prevent Digital from accounting for the Merger as a pooling
of interests.
(c) Securities Act Covenants and Representations.
i) Such ViewStar Shareholder has been advised that
the offering, sale and delivery of Digital Common Shares pursuant to the Merger
will be registered under the Securities Act on a Registration Statement on Form
S-4. Such
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ViewStar Shareholder has also been advised, however, that to the extent such
ViewStar Shareholder is considered an Affiliate of ViewStar at the time the
Merger Agreement is submitted for a vote of the shareholders of ViewStar, any
public offering or sale by such ViewStar Shareholder of any Digital Common
Shares received by such ViewStar Shareholder in the Merger will, under current
law, require either (A) further registration under the Securities Act of such
Digital Common Shares to be sold by such ViewStar Shareholder, (B) compliance
with Rule 145 promulgated by the SEC under the Securities Act or (C) the
availability of another exemption from such registration under the Securities
Act.
(ii) Such ViewStar Shareholder has read this
Agreement and the Merger Agreement and has discussed their requirements and
other applicable limitations upon such ViewStar Shareholder's ability to sell,
transfer or otherwise dispose of Digital Common Shares, to the extent such
ViewStar Shareholder believed necessary, with such ViewStar Shareholder's
counsel or counsel for ViewStar.
(iii) Such ViewStar Shareholder also understands
that stop transfer instructions will be given to Digital's transfer agent with
respect to Digital Common Shares and that a legend will be placed on the
certificates for the Digital Common Shares issued to such ViewStar Shareholder
in the Merger, or any substitutions.
(d) Tax Covenants and Representations.
In addition to, and not in lieu of, the representations set
forth in clauses (b) and (c) above, each ViewStar Shareholder represents and
warrants to Digital that, except for distributions permitted by clause (e)
below, such ViewStar Shareholder has no plan or intention to sell, transfer or
otherwise dispose of a number of Digital Common Shares to be received by such
ViewStar Shareholder in the Merger that would reduce such ViewStar Shareholder's
ownership of Digital Common Shares to a number of shares having a value, as of
the date of the Merger, of less than 75% of the value of all of the formerly
outstanding capital stock of ViewStar held by such ViewStar Shareholder as of
the same date. Furthermore, each ViewStar Shareholder that will make a
distribution permitted by clause (e) below represents and warrants that it does
not, and to its knowledge its partners do not, have any plan or intention to
sell, transfer or otherwise dispose of a number of Digital Common Shares to be
received by such ViewStar Shareholder in the Merger that would, taking into
account any sales, transfers or dispositions by the ViewStar Shareholder
described in the previous sentence, reduce the aggregate number of Digital
Common Shares held by such ViewStar Shareholder and its partners to a number
having a value, as of the Effective Time, of less than 75% of the value of all
of the Digital Common Shares received by such ViewStar Shareholder in the
Merger. For purposes of these representations,
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shares of ViewStar capital stock exchanged for cash or other property and Shares
exchanged for cash in lieu of fractional Digital Common Shares will be treated
as outstanding ViewStar capital stock, and any Digital Common Shares held by
such ViewStar Shareholder on the date hereof and otherwise sold, redeemed or
disposed of prior to or subsequent to the Effective Time will be considered in
making this representation. Such representations will be relied upon by Xxxxxxx
Coie in connection with the opinion contemplated by Section 8.2(f) of the Merger
Agreement.
(e) Certain Partnerships.
Notwithstanding the representations contained in clauses (b)
through (d) above, after the Effective Time a ViewStar Shareholder which is and
has been since its formation a general or limited partnership for income tax
purposes, as determined under Section 7701 of the Code and the underlying
Treasury Regulations, may distribute all or part of the Digital Common Shares
received by such ViewStar Shareholder in the Merger to all of its partners for
no additional consideration and in a transaction in which no gain or loss is
recognized for income tax purposes; provided, however, that (i) any such
transfer shall be made pro rata based on each partner's ownership interest in
such ViewStar Shareholder, (ii) prior to any distribution pursuant to this
clause (e), each partner of such ViewStar Shareholder shall agree in writing to
be bound by the terms of clause (b) above to the same extent as the ViewStar
Shareholder that transferred the Digital Common Shares to such partner and (iii)
the partnership interest in the ViewStar Shareholder held by each partner at the
time of the distribution has been continuously held by such partner, and is
unchanged from the proportionate interest held by such partner, since the
execution of the Merger Agreement.
2. REPRESENTATIONS AND WARRANTIES OF DIGITAL SHAREHOLDERS
Each Digital Shareholder represents and warrants to Digital and the
ViewStar Shareholders that:
(a) General Representations.
(i) As of the date hereof, such Digital Shareholder
owns beneficially or of record, the number of Digital Common Shares set forth on
Schedule A hereto, and there are no outstanding proxies with respect to such
Shares.
(ii) Such Digital Shareholder has the requisite
power to enter into this Agreement and to carry out his or her obligations
hereunder.
(iii) This Agreement is a legal and valid agreement
and obligation binding upon such Digital Shareholder, enforceable against such
Digital
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Shareholder in accordance with its terms, except as may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium and other similar laws of
general application which may affect the enforcement of creditors' rights
generally and by general equitable principles.
(iv) The execution and delivery of this Agreement
does not, and the consummation of the transactions contemplated hereby and
compliance with the terms hereof will not, conflict with, or result in any
violation of or default (with or without notice or lapse of time or both) under,
any provision of any agreement, instrument, permit, concession, franchise,
license, judgment, order, decree, statute, law, ordinance, rule or regulation
applicable to such Digital Shareholder or to his or her property or assets.
(v) No consent, approval, order or authorization of,
or registration, declaration or filing with, any court or Governmental Body, is
required by or with respect to such Digital Shareholder in connection with the
execution and delivery of this Agreement or the consummation by such Digital
Shareholder of the transactions contemplated hereby.
(b) Pooling Covenants and Representations.
(i) During the period from the execution hereof
until 30 days prior to the Effective Time, without the consent of Digital (which
shall not be unreasonably withheld) such Digital Shareholder will not sell,
transfer or otherwise dispose of any securities of Digital held by such
Shareholder except for (A) transfers or other dispositions of a number of
Digital Common Shares less than 10% of the sum of (1) the number of Digital
Common Shares held by such Digital Shareholder and (2) the number of Digital
Common Shares subject to currently exercisable options held by such Digital
Shareholder, (B) transfers or other dispositions by operation of law upon the
death of such Digital Shareholder or by the estate of such Digital Shareholder
if necessary to pay estate taxes, or (C) other transfers or dispositions that
will not prevent Digital from accounting for the Merger as a pooling of
interests, taking into account the actions of other Affiliates.
(ii) From and after 30 days prior to the Effective
Time, such Digital Shareholder will not sell, transfer or otherwise dispose of
any securities of Digital until after such time as results covering at least 30
days of combined operations of Digital and ViewStar have been published by
Digital, in the form of a quarterly earnings report, an effective registration
statement filed with the SEC, a report to the SEC on Form 10-K, 10-Q or 8-K, or
any other public filing or announcement which includes the combined sales and
net income, except for transfers or other dispositions
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that, taking into account the actions of other Affiliates, will not prevent
Digital from accounting for the Merger as a pooling of interests.
3. REPRESENTATIONS AND WARRANTIES OF DIGITAL AND VIEWSTAR
(a) Digital represents and warrants to the ViewStar Shareholders
that:
(i) Digital is a corporation duly organized, validly
existing and in good standing under the laws of the
state of Washington.
(ii) Digital has the requisite corporate power to enter
into this Agreement and to carry out its obligations
hereunder.
(iii) This Agreement is a legal and valid agreement and
obligation binding upon Digital, enforceable against
Digital in accordance with its terms, except as may
be limited by applicable bankruptcy, insolvency,
reorganization, moratorium and other similar laws of
general application which may affect the enforcement
of creditors' rights generally and by general
equitable principles.
(b) ViewStar represents and warrants to Digital and the Digital
Shareholders that:
(i) ViewStar is a corporation duly organized, validly
existing and in good standing under the laws of the
state of California.
(ii) ViewStar has the requisite corporate power to enter
into this Agreement and to carry out its obligations
hereunder.
(iii) This Agreement is a legal and valid agreement and
obligation binding upon ViewStar, enforceable against
ViewStar in accordance with its terms, except as may
be limited by applicable bankruptcy, insolvency,
reorganization, moratorium and other similar laws of
general application which may affect the enforcement
of creditors' rights generally and by general
equitable principles.
4. OBLIGATION OF THE VIEWSTAR SHAREHOLDERS TO APPROVE MERGER
(a) Each ViewStar Shareholder hereby irrevocably agrees to
attend any special meeting of the shareholders of ViewStar called for the
purpose of approving the Merger Agreement and/or the Merger (the "ViewStar
Shareholders Meeting"), in person or by proxy, and to vote (or cause to be
voted) all Shares, and any other voting securities of ViewStar, whether issued
heretofore or hereafter, that such
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ViewStar Shareholder owns or has the right to vote, for approval and adoption of
the Merger Agreement and the Merger, such agreement to vote to apply also to any
adjournment or adjournments of the ViewStar Shareholders Meeting. In the event
that ViewStar should elect to solicit consents to the Merger in lieu of holding
the ViewStar Shareholders Meeting, each ViewStar Shareholder hereby irrevocably
agrees to execute (or cause to be executed) a consent or consents with respect
to all Shares, and any other voting securities of ViewStar, whether issued
heretofore or hereafter, that such ViewStar Shareholder owns or has the right to
vote, for approval and adoption of the Merger Agreement and the Merger.
(b) To the extent inconsistent with the foregoing provisions
of this Section 4, each ViewStar Shareholder hereby revokes any and all previous
proxies with respect to such ViewStar Shareholder's Shares or any other voting
securities of ViewStar.
5. OBLIGATION OF DIGITAL SHAREHOLDERS TO APPROVE ISSUANCE
(a) Each Digital Shareholder hereby agrees to attend the
Digital Shareholders Meeting, in person or by proxy, and to vote (or cause to be
voted) all Digital Common Shares, and any other voting securities of Digital,
whether issued heretofore or hereafter, that such Digital Shareholder owns or
has the right to vote, for approval of the Issuance, such agreement to vote to
apply also to any adjournment or adjournments of the Digital Shareholders
Meeting.
(b) To the extent inconsistent with the foregoing provisions
of this Section 5, each Digital Shareholder hereby revokes any and all previous
proxies with respect to such Digital Shareholder's Digital Common Shares or any
other voting securities of Digital.
6. TERMINATION OF AGREEMENTS
Subject to and effective upon consummation of the Merger, each ViewStar
Shareholder hereby irrevocably waives, and agrees to execute any agreement
providing for the termination of, any and all preemptive rights, rights of first
refusal or first offer or any registration rights with respect to any Shares or
other securities of ViewStar or any securities issued in exchange therefor.
7. TERMINATION
This Agreement shall terminate on the earliest of: (i) mutual written
consent of the parties hereto or (ii) the date on which the Merger Agreement is
terminated in accordance with Article IX thereof. Upon the termination of this
Agreement pursuant
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to this Xxxxxxx 0, xxxx of the parties to this Agreement shall have any further
obligation hereunder.
8. NOTICES
All notices, requests, demands or other communications required by or
otherwise with respect to this Agreement shall be in writing and shall be deemed
to have been duly given to any party when delivered personally (by courier
service or otherwise), when delivered by facsimile and confirmed by return
facsimile , or seven days after being mailed by first-class mail, postage
prepaid and return receipt requested in each case to the applicable addresses
set forth below:
If to Digital:
Digital Systems International, Inc.
0000 000xx Xxxxxx XX
Xxxxxxx, Xxxxxxxxxx 00000
Attn.: General Counsel
Facsimile: (000) 000-0000
with a copy to:
Xxxxxxx Coie
0000 Xxxxx Xxxxxx, 00xx Xxxxx
Xxxxxxx, Xxxxxxxxxx 00000-0000
Attn.: Xxxxxxx X. Xxxxxxxxx
Facsimile: (000) 000-0000
If to ViewStar:
ViewStar Corporation
0000 Xxxxxx Xxxxxxx Xxxxxxx
Xxxxxxx, Xxxxxxxxxx 00000
Attn: President
Facsimile: (000) 000-0000
with a copy to:
Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx
000 Xxxx Xxxx Xxxx
Xxxx Xxxx, Xxxxxxxxxx 00000-0000
Attn.: Xxxxxx X. Xxxx
Facsimile: (000) 000-0000
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If to the Digital Shareholders, to their respective addresses
set forth on Schedule A hereto, with copies to:
Xxxxxxx Coie
0000 Xxxxx Xxxxxx, 00xx Xxxxx
Xxxxxxx, Xxxxxxxxxx 00000-0000
Attn.: Xxxxxxx X. Xxxxxxxxx
Facsimile: (000) 000-0000
If to the ViewStar Shareholders, to their respective addresses
set forth on Schedule B hereto, with copies to:
Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx
000 Xxxx Xxxx Xxxx
Xxxx Xxxx, Xxxxxxxxxx 00000-0000
Attn.: Xxxxxx X. Xxxx
Facsimile: (000) 000-0000
or to such other address as such party shall have designated by notice so given
to each other party.
9. TRANSFER; ASSIGNMENT
Neither this Agreement nor any of the rights, interests or obligations
in this Agreement shall be assigned by any of the parties hereto without the
prior written consent of the other parties hereto. Subject to the preceding
sentence, this Agreement shall be binding upon, inure to the benefit of and be
enforceable by the parties hereto and their respective heirs, legal
representatives, successors and permitted assigns.
10. AMENDMENT
This Agreement cannot be amended or modified except by a written
instrument executed by the parties to this Agreement who propose to be bound by
the amendment or modification.
11. HEADINGS
The headings in this Agreement are inserted for convenience of
reference only and are not intended to be a part of or affect the meaning or
interpretation of this Agreement.
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12. ENTIRE AGREEMENT
This Agreement supersedes any and all oral or written agreements and
understandings heretofore made relating to the subject matter hereof and
contains the entire agreement of the parties hereto relating to the subject
matter hereof.
13. GOVERNING LAW
This Agreement shall be governed by and construed in accordance with
the internal laws of the state of Washington without regard to conflicts-of-laws
principles.
14. REMEDIES
Each party hereto acknowledges that the other parties to this Agreement
may not have an adequate remedy at law for money damages in the event that this
Agreement is not performed by such party in accordance with its terms and,
therefore, agrees that each party shall be entitled to specific performance of,
and injunctive relief to prevent any violation of, the terms hereof, in addition
to any other remedy or relief available at law or in equity, and further agrees
not to take action, directly or indirectly, in opposition to any other party's
seeking such specific enforcement or injunctive relief.
15. SEVERABILITY
If any term of this Agreement or the application thereof to any party
or circumstance shall be held invalid or unenforceable to any extent, the
remainder of this Agreement and the application of such term to the other
parties or circumstances shall not be affected thereby and shall be enforced to
the greatest extent permitted by applicable law; provided, however, that in such
event the parties shall negotiate in good faith in an attempt to agree to
another provision (in lieu of the term or application held to be invalid or
unenforceable) that will be valid and enforceable and will carry out the
parties' intentions hereunder.
16. NO WAIVER
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.
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17. NO THIRD PARTY BENEFICIARIES
This Agreement is not intended to be for the benefit of and shall not
be enforceable by any Person who or which is not a party hereto.
18. LIMITATION ON LIABILITY
No ViewStar Shareholder shall have any liability hereunder for any
actions or omissions of any other ViewStar Shareholder or any Digital
Shareholder, and no Digital Shareholder shall have any liability hereunder for
any actions or omissions of any other Digital Shareholder or any ViewStar
Shareholder.
19. COUNTERPARTS
This Agreement may be executed in several counterparts, each of which
will be deemed an original but all of which together constitute one and the same
instrument.
20. AFFILIATE STATUS
The execution of this Agreement by each of the ViewStar Shareholders
and Digital Shareholders shall not be deemed to be an admission by such ViewStar
Shareholder or Digital Shareholder that such ViewStar Shareholder or Digital
Shareholder is an "affiliate" of ViewStar or Digital, as the case may be, within
the meaning of Rule 12b-2 under the Securities Exchange Act of 1934, as amended.
[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK.]
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.
DIGITAL SYSTEMS INTERNATIONAL, INC.
VIEWSTAR CORPORATION
By
------------------------- By
Its ---------------------------------
----------------------- Its
------------------------------
DIGITAL SHAREHOLDERS: VIEWSTAR SHAREHOLDERS:
Xxxxx & Xxxxxx
--------------------------------- -----------------------------------
Xxx X. Xxxxxx By
---------------------------------
Its
------------------------------
--------------------------------- Xxxxx & Xxxxxx Entrepreneurs
H. Xxxxxx Xxxx
--------------------------------- -----------------------------------
Xxxxxx X. Xxxxxx By
---------------------------------
Its
------------------------------
---------------------------------
Xxxxxxx X. Xxxxxx Institutional Venture Management IV
---------------------------------
Xxxxx X. Xxxx
-----------------------------------
By
---------------------------------
Its
------------------------------
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Institutional Venture Partners IV
----------------------------------
By
--------------------------------
Its
-------------------------------- -----------------------------
Xxxxxx X. Xxxxxxxxx
--------------------------------
Xxxxxxx Xxxxxx
X.X. Xxxxxx Investment Corporation
--------------------------------
Xxxxxx X. Xxxxx
----------------------------------
-------------------------------- By
Xxxxx X. Xxxxx --------------------------------
Its
-----------------------------
-------------------------------- Sixty Wall Street SBIC Fund
Xxxx X. Xxxxxx
----------------------------------
By
-------------------------------- --------------------------------
Xxxxxx X. Xxxxxxxx Its
-----------------------------
Xxxxxxxx Associates
----------------------------------
By
--------------------------------
Its
-----------------------------
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Xxxxxxxx Associates Fund II
----------------------------------
By
--------------------------------
Its
-----------------------------
Xxxxxxxx VI
----------------------------------
By
--------------------------------
Its
-----------------------------
Xxxxxxxx VII
----------------------------------
By
--------------------------------
Its
-----------------------------
Technology Partners West Fund II
----------------------------------
By
--------------------------------
Its
-----------------------------
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Technology Partners West Fund III
--------------------------------------
By
------------------------------------
Its
---------------------------------
Technology Partners West Fund IV, L.P.
--------------------------------------
By
------------------------------------
Its
---------------------------------
TPW Venture Partners IX
--------------------------------------
By
------------------------------------
Its
---------------------------------
Wongfratis Company
--------------------------------------
By
------------------------------------
Its
---------------------------------
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-----------------------
Xxxxxx Xxxxxxxxxxxx
-----------------------
Xxxxx X. Xxxxxxx
-----------------------
Xxxxxx X. Xxxxxx, Xx.
-----------------------
Xxxx X. Xxxxxx, III
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SCHEDULE A
TO
SHAREHOLDERS AGREEMENT
DIGITAL COMMON DIGITAL COMMON
SHARES BENEFICIALLY SHARES SUBJECT TO
DIGITAL SHAREHOLDERS OWNED OUTSTANDING OPTIONS
------------------------------------------------------- ------------------- -------------------
Xxx X. Xxxxxx 11,100 10,000
c/o Madrona Investment Group LLC
0000 Xxxxx Xxxxxx, 00xx Xxxxx
Xxxxxxx, XX 00000
H. Xxxxxx Xxxx 0 5,000
0000 Xxxxxxx Xxxx
Xxxxxxx, XX 00000-0000
Xxxxxx X. Xxxxxx 30,000 10,000
c/o Advanced Technology Labs
00000 Xxxxxxx-Xxxxxxx Xxxxxxx
Xxxxxxx, XX 00000
Xxxxxxx X. Xxxxxx 6,000 175,000
c/o Digital Systems International, Inc.
0000 - 000xx Xxxxxx XX
Xxxxxxx, XX 00000
Xxxxx X. Xxxx 0 7,000
c/o Octel Communications
0000 Xxxxxx Xxxxx Xx.
Xxxxxxxx, XX 00000
Xxxxxx X. Xxxxxxxxx 750 7,000
0000 Xxxxxxxx Xxxxx X.
Xxxxxxx, XX 00000-0000
Xxxxxxx Xxxxxx 97,774 10,000
0000 Xxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, XX 00000
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Xxxxxx X. Xxxxx 4,093 115,000
c/o Digital Systems International, Inc.
0000 - 000xx Xxxxxx XX
Xxxxxxx, XX 00000
Xxxxx X. Xxxxx 0 100,000
c/o Digital Systems International, Inc.
0000 - 000xx Xxxxxx XX
Xxxxxxx, XX 00000
Xxxx X. Xxxxxx 3,868 83,000
c/o Digital Systems International, Inc.
0000 - 000xx Xxxxxx XX
Xxxxxxx, XX 00000
Xxxxxx X. Xxxxxxxx 0 70,600
c/o Digital Systems International, Inc.
0000 - 000xx Xxxxxx XX
Xxxxxxx, XX 00000
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SCHEDULE B
TO
SHAREHOLDERS AGREEMENT
SHARES OF COMPANY
COMMON STOCK
SHARES ISSUABLE SHARES ISSUABLE ISSUABLE UPON
SHARES OF UPON EXERCISE OF UPON EXERCISE OF CONVERSION OF
COMPANY OUTSTANDING OUTSTANDING COMPANY
VIEWSTAR SHAREHOLDERS COMMON OPTIONS WARRANTS PREFERRED STOCK TOTALS
------------------------------------------------------------------------------------------------------------------------------------
Xxxxx & Xxxxxx 430,162 14,414 248,998 704,790
Xxxxx & Xxxxxx Entrepreneurs 7,950 146 3,119
ATTN: Xxxxx Xxxxx
0 Xxxxxx Xxx
Xxxxxxxx X, Xxxxx 000
Xxxxxx, XX 00000
------------------------------------------------------------------------------------------------------------------------------------
Institutional Venture Mgmt IV 5,156 171 2,966 552,813
Institutional Venture Partners IV 338,525 11,246 194,749
ATTN: Xxxxxxxx Xxxx
0000 Xxxx Xxxx Xxxx
Xxxxxxxx 0, Xxxxx 000
Xxxxx Xxxx, XX 00000
------------------------------------------------------------------------------------------------------------------------------------
XX Xxxxxx Investment Corporation 426,393 11,821 205,345 654,760
Sixty Wall Street SBIC Fund 11,201
ATTN: Xxxxxx Xxxxxxx
00 Xxxx Xxxxxx
Xxx Xxxx, XX 00000
------------------------------------------------------------------------------------------------------------------------------------
Xxxxxxxx Associates 21,686 618 11,219 1,141,504
Xxxxxxxx Associates Fund II 7,531 366 5,749
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SHARES OF COMPANY
COMMON STOCK
SHARES ISSUABLE SHARES ISSUABLE ISSUABLE UPON
SHARES OF UPON EXERCISE OF UPON EXERCISE OF CONVERSION OF
COMPANY OUTSTANDING OUTSTANDING COMPANY
VIEWSTAR SHAREHOLDERS COMMON OPTIONS WARRANTS PREFERRED STOCK TOTALS
-----------------------------------------------------------------------------------------------------------------------------------
Xxxxxxxx VI 520,477 14,832 269,258
Xxxxxxxx VII 159,830 7,772 122,167
ATTN: X. Xxxxxx Xxxxx
0000 Xxxx Xxxx Xxxx, Xxxxx 000
Xxxxx Xxxx, XX 00000
-----------------------------------------------------------------------------------------------------------------------------------
Technology Partners West Fund II 69,165 893 22,551 378,523
Technology Partners West Fund III 69,164 893 22,551
Technology Partners West Fund IV 136,600 1,786 44,813
TPW Venture Partners IX 8,657 1,451
ATTN: Xxxxxxx Xxxx
0000 Xxxxxxx Xxxx., Xxxxx X
Xxxxxxxxx, XX 00000
-----------------------------------------------------------------------------------------------------------------------------------
Wongfratris Company 233,497 6,471 118,557 358,525
ATTN: Xxx Xxxx
00 Xxxxxx Xxxxx
Xxxx Xxxx, XX 00000
-----------------------------------------------------------------------------------------------------------------------------------
Xxxxxx Xxxxxxxxxxxx 263,428 71,428 334,856
c/o Viewstar Corporation
0000 Xxxxxx Xxxxxxx Xxxxxxx
Xxxxxxx, XX 00000
-----------------------------------------------------------------------------------------------------------------------------------
Xxxxx Xxxxxxx 85,714 42,857 128,571
00000 Xxxxxxxxx Xxxx
Xxxxxx Xxxxxx, XX 00000
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-2-
22
SHARES OF COMPANY
COMMON STOCK
SHARES ISSUABLE SHARES ISSUABLE ISSUABLE UPON
SHARES OF UPON EXERCISE OF UPON EXERCISE OF CONVERSION OF
COMPANY OUTSTANDING OUTSTANDING COMPANY
VIEWSTAR SHAREHOLDERS COMMON OPTIONS WARRANTS PREFERRED STOCK TOTALS
--------------------------------------------------------------------------------------------------------------------------------
Xxxxxx Xxxxxx 45,714 24,287 70,001
c/o ViewStar Corporation
0000 Xxxxxx Xxxxxxx Xxxxxxx
Xxxxxxx, XX 00000
--------------------------------------------------------------------------------------------------------------------------------
X. X. Xxxxxx III 10,714 3,764 14,478
00000 Xxxxxx Xxxx
Xxxxxx, XX 00000
--------------------------------------------------------------------------------------------------------------------------------
Xxxxx Xxxxx 18,571
000 Xxxxxxx Xxxx
Xxx Xxxxx, Xx 00000
--------------------------------------------------------------------------------------------------------------------------------
TOTAL OF COLUMNS 2,840,363 157,143 71,429 1,288,458 4,357,393
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