<PAGE> 1
EXHIBIT 2
STOCKHOLDERS AGREEMENT AND IRREVOCABLE PROXY
THIS STOCKHOLDERS AGREEMENT AND IRREVOCABLE PROXY, dated as of May 20,
2000 (this "Agreement"), among WEBMETHODS, INC., a Delaware corporation
("Parent"), WOLF ACQUISITION, INC., a Delaware corporation and a wholly owned
subsidiary of Parent ("Merger Sub"), and the several stockholders of ACTIVE
SOFTWARE, INC., a Delaware corporation (the "Company"), that are parties hereto
(each, a "Stockholder" and, collectively, the "Stockholders"). Capitalized terms
used without definition herein having the meanings assigned to them in the
Merger Agreement.
WHEREAS, Parent, Merger Sub and the Company are, concurrently with the
execution and delivery of this Agreement, entering into an Agreement and Plan of
Merger, dated as of the date hereof (the "Merger Agreement"), pursuant to which
Merger Sub will merge with and into the Company (the "Merger");
WHEREAS, as of the date hereof, each Stockholder is the record and
beneficial owner of the number of shares of Company Common Stock set forth on
the signature page hereof beneath such Stockholder's name (with respect to each
Stockholder, such Stockholder's "Existing Shares" and, together with any shares
of Company Common Stock acquired after the date hereof, whether upon the
exercise of warrants, options, conversion of convertible securities or
otherwise, such Stockholder's "Shares") and the record and beneficial owner of
options or warrants to purchase the number of shares of Company Common Stock set
forth on the signature page hereof beneath such Stockholder's name;
WHEREAS, as Parent has solicited proxies from the individuals and
entities as indicated on Schedule A hereto;
WHEREAS, as an inducement and a condition to entering into the Merger
Agreement, Parent and Merger Sub have required that the Stockholders enter into
this Agreement; and
WHEREAS, among other things, the Stockholders, Parent and Merger Sub
desire to set forth their agreement with respect to the voting of the Shares in
connection with the Merger, upon the terms and subject to the conditions set
forth herein.
NOW, THEREFORE, in consideration of the foregoing and the mutual
representations, warranties, covenants and agreements herein contained, and
intending to be legally bound hereby, the parties hereto agree as follows:
1. VOTING.
1.1. Agreement to Vote. Each Stockholder hereby agrees, severally and
not jointly, that it shall, and shall cause the holder of record on any
applicable record date to, from time to time, at the request of Parent, at any
meeting (whether annual or special and whether or not an adjourned or postponed
meeting) of stockholders of the Company, however called, or in connection with
any written consent of the holders of Company Common Stock, (a) if a meeting is
held, appear at such meeting or otherwise cause the Shares to be counted as
present thereat for purposes of establishing a quorum, and (b) vote or consent
(or cause to be voted or consented), in
<PAGE> 2
person or by proxy, all Shares, and any other voting securities of the Company
(whether acquired heretofore or hereafter) that are beneficially owned or held
of record by such Stockholder or as to which such Stockholder has, directly or
indirectly, the right to vote or direct the voting in favor of adoption of the
Merger Agreement and any action required in furtherance thereof.
1.2. Grant of Proxy. Each Stockholder indicated on Schedule A as having
its proxy solicited, hereby irrevocably appoints and constitutes the Parent and
each of Mary Dridi and Craig Chapman in their respective capacities as officers
of Parent, agents, attorneys and proxies of the undersigned, with full power of
substitution and resubstitution, to the full extent of the undersigned's rights
with respect to the Shares, to vote the Shares as follows: the agents and
proxies named above are empowered at any time prior to termination of this proxy
to exercise all voting and other rights (including, without limitation, the
power to execute and deliver written consents with respect to the Shares) of the
undersigned at every annual, special or adjourned meeting of Company
stockholders, and in every written consent in lieu of such a meeting, or
otherwise, in favor of adoption of the Merger Agreement.
1.3. No Ownership Interest. Nothing contained in this Agreement shall
be deemed to vest in Parent any direct or indirect ownership or incidence of
ownership of or with respect to any Shares. All rights, ownership and economic
benefits of and relating to the Shares shall remain vested in and belong to the
Stockholders, and Parent shall have no authority to manage, direct, superintend,
restrict, regulate, govern, or administer any of the policies or operations of
the Company or exercise any power or authority to direct the Stockholders in the
voting of any of the Shares, except as otherwise provided herein, or in the
performance of the Stockholders' duties or responsibilities as stockholders of
the Company.
1.4. Evaluation of Investment. Each Stockholder, by reason of its
knowledge and experience in financial and business matters, believes itself
capable of evaluating the merits and risks of the investment in shares of Parent
Common Stock contemplated by the Merger Agreement.
1.5. Documents Delivered. Each Stockholder acknowledges receipt of
copies of the following documents: (a) the Merger Agreement and all exhibits and
schedules thereto, (b) the Option Agreement, (c) the License Agreement, dated as
of the date hereof, between Parent and the Company, (d) Parent's prospectus
dated February 20, 2000. Each Stockholder also acknowledges that such
Stockholder possesses all the information relating to the Company which such
Stockholder deems relevant or material to such Stockholder's investment in
Parent Common Stock should the Merger be consummated and its entering into this
Agreement.
1.6. No Inconsistent Agreements. Each Stockholder hereby covenants and
agrees that, except as contemplated by this Agreement and the Merger Agreement,
the Stockholder (a) has not entered, and shall not enter at any time while this
Agreement remains in effect, into any voting agreement or voting trust with
respect to the Shares and (b) has not granted, and shall not grant at any time
while this Agreement remains in effect, a proxy or power of attorney with
respect to the Shares, in either case, which is inconsistent with such
Stockholder's obligations pursuant to this Agreement.
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2. REPRESENTATIONS AND WARRANTIES OF EACH STOCKHOLDER. Each Stockholder
hereby, severally and not jointly, represents and warrants to Parent and Merger
Sub as follows:
2.1. Authorization; Validity of Agreement; Necessary Action. Such
Stockholder has full power and authority to execute and deliver this Agreement,
to perform such Stockholder's obligations hereunder and to consummate the
transactions contemplated hereby. The execution, delivery and performance by
such Stockholder of this Agreement and the consummation by it of the
transactions contemplated hereby have been duly and validly authorized by such
Stockholder and no other actions or proceedings on the part of such Stockholder
are necessary to authorize the execution and delivery by it of this Agreement
and the consummation by it of the transactions contemplated hereby. This
Agreement has been duly executed and delivered by such Stockholder, and,
assuming this Agreement constitutes a valid and binding obligation of Parent and
Merger Sub, constitutes a valid and binding obligation of such Stockholder,
enforceable against it in accordance with its terms.
2.2. Consents and Approvals; No Violations. Except for filings required
under applicable federal and state securities laws and regulations and the HSR
Act, none of the execution, delivery or performance of this Agreement by such
Stockholder nor the consummation by it of the transactions contemplated hereby
nor compliance by it with any of the provisions hereof will (i) require any
filing with, or Approval of, any Governmental Authority, (ii) result in a
violation or breach of, or constitute (with or without due notice or lapse of
time or both) a default (or give rise to any right of termination, amendment,
cancellation or acceleration) under, any of the terms, conditions or provisions
of any note, bond, mortgage, indenture, guarantee, other evidence of
indebtedness, lease, license, contract, agreement or other instrument or
obligation to which such Stockholder is a party or by which it or any of its
properties or assets may be bound or (iii) violate any Order or Law applicable
to it or any of its properties or assets.
2.3. Shares. Such Stockholder's Existing Shares are, and all of its
Shares on the Closing Date shall be, owned beneficially and of record by such
Stockholder. As of the date hereof, such Stockholder's Existing Shares
constitute all of the shares of Company Common Stock owned of record or
beneficially by such Stockholder. All of such Stockholder's Existing Shares are
issued and outstanding, and, except as set forth on the signature pages hereto,
such Stockholder does not own, of record or beneficially, any warrants, options
or other rights to acquire any shares of Company Common Stock or any other
capital stock of the Company. Such Stockholder has sole voting power, sole power
of disposition, sole power to issue instructions with respect to the matters set
forth in Article I hereof, and sole power to agree to all of the matters set
forth in this Agreement, in each case with respect to all of such Stockholder's
Existing Shares and will have sole voting power, sole power of disposition, sole
power to issue instructions with respect to the matters set forth in Article I
hereof, and sole power to agree to all of the matters set forth in this
Agreement, in each case with respect to all of such Stockholder's Shares on the
Closing Date, with no limitations, qualifications or restrictions on such
rights, subject to applicable federal securities laws and the terms of this
Agreement. Such Stockholder has good and marketable title to its Existing Shares
and at all times during the term hereof.
2.4. No Finder's Fees. Except as previously disclosed to Parent in
writing, no broker, investment banker, financial advisor or other Person is
entitled to any broker's, finder's, financial
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<PAGE> 4
advisor's or other similar fee or commission in connection with the transactions
contemplated hereby or the Merger based upon arrangements made by or on behalf
of such Stockholder.
2.5. No Group. Each Stockholder is acting individually and not as part
of a "group" as defined in the Exchange Act.
3. MISCELLANEOUS.
3.1. Further Agreements of Stockholders.
(a) Each Stockholder, severally and not jointly, hereby agrees,
while this Agreement is in effect, and except as contemplated hereby, upon any
sale, transfer, pledge, or other disposition of any shares to any person or
entity, such person or entity shall agree to be bound by all of the terms and
conditions of this Agreement and the Stockholder shall deliver a duly executed
copy of the Agreement to Parent to evidence such Agreement prior to any such
sale, transfer, pledge or other disposition.
(b) Each Stockholder shall not request that the Company or its
transfer agent register the transfer (book-entry or otherwise) of any
certificate or uncertificated interest representing any of such Stockholder's
Shares, and hereby consents to the entry of stop transfer instructions by the
Company of any transfer of such Stockholder's Shares, unless such transfer is
made in compliance with this Agreement.
(c) In the event of a stock dividend or distribution, or any
change in the Company Common Stock by reason of any stock dividend or
distribution, or any change in the Company Common Stock by reason of any stock
dividend, split-up, recapitalization, combination, exchange of shares or the
like, the term "Shares" shall be deemed to refer to and include the Shares as
well as all such stock dividends and distributions and any shares into which or
for which any or all of the Shares may be changed or exchanged. Each Stockholder
shall be entitled to receive any cash dividend paid by the Company during the
term of this Agreement until the Shares are canceled in the Merger or purchased
hereunder.
(d) Each Stockholder shall not, nor shall it authorize or
permit any Affiliate, director, officer, employee, or any investment banker,
attorney or other advisor, agent or representative of, such Stockholder
(collectively, the "Representatives") to, directly or indirectly, (i) solicit,
initiate, encourage or induce the making, submission or announcement of any
Acquisition Proposal, (ii) participate in any discussions or negotiations
regarding, or furnish to any person any non-public information with respect to,
or take any other action to facilitate any inquiries or the making of any
Acquisition Proposal, (iii) engage in discussions with any person with respect
to any Acquisition Proposal, (iv) endorse or recommend any Acquisition Proposal
or (v) enter into any letter of intent or similar document or any contract,
agreement or commitment contemplating or otherwise relating to any Acquisition
Proposal. From and after the date hereof, each Stockholder shall and shall cause
its Representatives to, immediately cease any and all existing activities,
discussions or negotiations with any parties conducted heretofore with respect
to Acquisition Proposal.
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<PAGE> 5
(e) Each Stockholder covenants and agrees with the other
Stockholders and for the benefit of the Company (which shall be a third party
beneficiary of this Section 3.1(e)) to comply with and perform all its
obligations under this Agreement.
(f) Each Stockholder which holds any option to purchase Company
Common Stock hereby consents to the treatment of such option as set forth in
Section 1.7 and 5.6 of the Merger Agreement.
3.2. Termination. This Agreement shall terminate and no party shall
have any rights or duties hereunder upon the Effective Time. Nothing in this
Section 3.2 shall relieve or otherwise limit any party of liability for breach
of this Agreement.
3.3. Several Obligations; Capacity.
(a) The representations, warranties, covenants, agreements and
conditions of this Agreement applicable to the Stockholders are several and not
joint.
(b) The obligations of the Stockholders hereunder are several
and not joint and the covenants and agreements of the Stockholders herein are
made only in their capacity as stockholders of the Company and not as directors.
3.4. Further Assurances. From time to time, at the other party's
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 the transactions contemplated by this
Agreement.
3.5. Notices. All notices or other communications which are required or
permitted hereunder shall be in writing and sufficient if delivered personally
or sent by nationally recognized overnight courier or by registered or certified
mail, postage prepaid, return receipt requested, or by electronic mail, with a
copy thereof to be delivered or sent as provided above or by facsimile or
telecopier, as follows:
(a) If to Parent or Merger Sub:
webMethods, Inc.
3930 Pender Drive
Fairfax, Virginia 22030
Attention: Phillip Merrick
Facsimile: (703) 460-2599
With copies to:
Shaw Pittman
1676 International Drive
McLean, Virginia 22102
Attention: Lawrence T. Yanowitch
Facsimile: (703) 790-7901
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<PAGE> 6
(b) If to any of the Stockholders, to it at the address set
forth under its name on the signature pages hereto or to such other address as
the party to whom notice is to be given may have furnished to the other party
in writing in accordance herewith. All such notices or communications shall be
deemed to be received (i) in the case of personal delivery, nationally
recognized overnight courier or registered or certified mail, on the date of
such delivery and (ii) in the case of facsimile or telecopier or electronic
mail, upon confirmed receipt.
3.6. Interpretation. When a reference is made in this Agreement to
Sections, subsections, Schedules or Exhibits, such reference shall be to a
Section, subsection, Schedule or Exhibit to this Agreement unless otherwise
indicated. The words "include," "includes" and "including" when used herein
shall be deemed in each case to be followed by the words "without limitation."
The word "herein" and similar references mean, except where a specific Section
or Article reference is expressly indicated, the entire Agreement rather than
any specific Section or Article. The table of contents and 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.
3.7. Severability. If any term or other provision of this Agreement is
invalid, illegal or incapable of being enforced by any rule of Law, or public
policy, all other conditions 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 adverse to
any party. Upon such determination that any term or other provision is invalid,
illegal or incapable of being enforced, the parties hereto 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 to the end that
transactions contemplated hereby are fulfilled to the extent possible.
3.8. Entire Agreement; No Third Party Beneficiaries. This Agreement,
the Merger Agreement and the other Related Agreements constitute the entire
agreement and supersedes all prior agreements and understandings (other than the
Confidentiality Agreement), both written and oral, among the parties with
respect to the subject matter hereof and thereof, and is not intended to confer
upon any Person other than the parties hereto any rights or remedies hereunder.
3.9. Amendments; Assignment. This Agreement may not be amended except
by written agreement by all the parties. This Agreement shall be binding upon
and inure to the benefit of the parties and their respective successors and
permitted assigns. Neither this Agreement nor any of the rights, interests or
obligations under this Agreement shall be assigned, in whole or in part, by any
of the parties without the prior written consent of the other parties, and any
purported assignment without such consent shall be void; provided that Parent
may assign its rights and obligations hereunder to any direct or indirect wholly
owned subsidiary of Parent without such consent.
3.10. Failure or Indulgence Not Waiver; Remedies Cumulative. No failure
or delay on the part of any party hereto in the exercise of any right hereunder
will impair such right or be construed to be a waiver of, or acquiescence in,
any breach of any representation, warranty or
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<PAGE> 7
agreement herein, nor will any single or partial exercise of any such right
preclude other or further exercise thereof or of any other right. All rights and
remedies existing under this Agreement are cumulative to, and not exclusive to,
and not exclusive of, any rights or remedies otherwise available.
3.11. Governing Law; Enforcement. This Agreement and the rights and
duties of the parties hereunder shall be governed by, and construed in
accordance with, the Law of the State of Delaware. 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 the Court of
Chancery of the State of Delaware or the Federal District Court for the District
of Delaware, this being in addition to any other remedy to which they are
entitled at law or in equity. In addition, each of the parties hereto, (a)
consents to submit itself to the personal jurisdiction of the Court of Chancery
of the State of Delaware or the Federal District Court for the District of
Delaware in the event any dispute arises out of this Agreement or any
transaction contemplated hereby, (b) agrees that it will not attempt to deny or
defeat such personal jurisdiction by motion or other request for leave from any
such court, (c) agrees that it will not bring any action relating to this
Agreement or any transaction contemplated hereby in any court other than the
Court of Chancery of the State of Delaware or the Federal District Court for the
District of Delaware and (d) waives any right to trial by jury with respect to
any action related to or arising out of this Agreement or any transaction
contemplated hereby.
3.12. Counterparts. This Agreement may be executed in one or more
counterparts, and by the different parties hereto in separate counterparts, each
of which when executed shall be deemed to be an original but all of which taken
together shall constitute one and the same agreement.
[Signatures Next Page]
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IN WITNESS WHEREOF, Parent, Merger Sub and each of the Stockholders have
caused this Agreement to be signed by their respective officers or other
authorized person thereunto duly authorized as of the date first written above.
WEBMETHODS, INC.
By: /s/ Phillip Merrick
--------------------------------------
Name: Phillip Merrick
Title: President and CEO
WOLF ACQUISITION, INC.
By: /s/ Phillip Merrick
--------------------------------------
Name: Phillip Merrick
Title: President and CEO
JON A. BODE
By: /s/ Jon A. Bode
--------------------------------------
Name: Jon A. Bode
Title: CFO
Number of Existing Shares: 167,500
Shares subject to options or warrants: 45,000
Notices Address:
c/o Active Software, Inc.
3333 Octavius Drive
Santa Clara, CA 95054
RAFAEL BRACHO
By: /s/ Rafael Bracho
--------------------------------------
Name: Rafael Bracho
Title:
Number of Existing Shares: 535,500
Shares subject to options or warrants: 135,000
Notices Address:
c/o Active Software, Inc.
3333 Octavius Drive
Santa Clara, CA 95054
<PAGE> 9
KEVIN COMPTON
By: /s/ Kevin Compton
--------------------------------------
Name: Kevin Compton
Title: General Partner
Number of Existing Shares: 1,207,470
Shares subject to options or warrants: 5,000
Notices Address:
Kleiner Perkins Caufield & Byers
2750 Sand Hill Road
Menlo Park, CA 94025
JOHN M. DEMPSEY
By: /s/ John M. Dempsey
--------------------------------------
Name: John M. Dempsey
Title: VP
Number of Existing Shares: 0
Shares subject to options or warrants: 140,000
Notices Address:
c/o Active Software, Inc.
3333 Octavius Drive
Santa Clara, CA 95054
JAMES GAUER
By: /s/ James Gauer
--------------------------------------
Name: James Gauer
Title: G.P.
Number of Existing Shares: 322,707
Shares subject to options or warrants: 0
Notices Address:
c/o Palomar Ventures
100 Wilshire Blvd, Suite 400
Santa Monica, CA 90401
<PAGE> 10
R. JAMES GREEN
By: /s/ R. James Green
--------------------------------------
Name: R. James Green
Title: CEO
Number of Existing Shares: 0
Shares subject to options or warrants: 150,000
Notices Address:
c/o Active Software, Inc.
3333 Octavius Drive
Santa Clara, CA 95054
R. JAMES GREEN AND CAROL E. GREEN,
TRUSTEES OF THE GREEN FAMILY TRUST
UTA DATED AUGUST 23, 1996
By: /s/ R. James Green
--------------------------------------
Name: R. James Green
Title:
Number of Existing Shares: 1,065,000
Shares subject to options or warrants: 0
Notices Address:
c/o Active Software, Inc.
3333 Octavius Drive
Santa Clara, CA 95054
MICHAEL J. ODRICH
By: /s/ Michael J. Odrich
--------------------------------------
Name: Michael J. Odrich
Title:
Number of Existing Shares: 0
Shares subject to options or warrants: 5,000
Notices Address:
c/o Lehman Brothers, Inc.
3 World Financial Center
New York, NY 10285
<PAGE> 11
TODD RULON-MILLER
By: /s/ Conway Rulon-Miller
--------------------------------------
Name:
Title:
Number of Existing Shares: 67,500
Shares subject to options or warrants: 0
Notices Address:
820 Hillsborough Blvd
Hillsborough, CA 94010
ROGER S. SIBONI
By: /s/ Roger S. Siboni
--------------------------------------
Name:
Title:
Number of Existing Shares: 2,500
Shares subject to options or warrants: 54,000
Notices Address:
c/o Epiphany, Inc.
1900 South Norfolk Street
San Mateo, CA 94403
SYDNEY SPRINGER
By: /s/ Sydney Springer
--------------------------------------
Name: Sydney Springer
Title: VP, Engineering
Number of Existing Shares: 132,500
Shares subject to options or warrants: 30,000
Notices Address:
c/o Active Software, Inc.
3333 Octavius Drive
Santa Clara, CA 95054
<PAGE> 12
M. ZACK URLOCKER
By: /s/ M. Zack Urlocker
--------------------------------------
Name: M. Zack Urlocker
Title: VP MKT.
Number of Existing Shares: 60,750
Shares subject to options or warrants: 182,250
Notices Address:
c/o Active Software, Inc.
3333 Octavius Drive
Santa Clara, CA 95054
EDWIN WINDER
By: /s/ Edwin C. Winder
--------------------------------------
Name: Edwin C. Winder
Title: EVP Worldwide Sales
Number of Existing Shares: 317,400
Shares subject to options or warrants: 30,000
Notices Address:
c/o Active Software, Inc.
3333 Octavius Drive
Santa Clara, CA 95054
KLEINER PERKINS CAUFIELD & BYERS
VII, L.P.
By: /s/ Kevin Compton
--------------------------------------
Name: Kevin Compton
Title: General Partner
Number of Existing Shares: 358,777
Shares subject to options or warrants: 0
Notices Address:
Kleiner Perkins Caufield & Byers
2750 Sand Hill Road
Menlo Park, CA 94025
<PAGE> 13
KPCB INFORMATION SCIENCES ZAIBATSU
FUND II, L.P.
By: /s/ Kevin Compton
--------------------------------------
Name: Kevin Compton
Title: General Partner
Number of Existing Shares: 4,105
Shares subject to options or warrants: 0
Notices Address:
Kleiner Perkins Caufield & Byers
2750 Sand Hill Road
Menlo Park, CA 94025
KPCB JAVA FUND, L.P.
By: /s/ Kevin Compton
--------------------------------------
Name: Kevin Compton
Title: General Partner
Number of Existing Shares: 825,853
Shares subject to options or warrants: 0
Notices Address:
Kleiner Perkins Caufield & Byers
2750 Sand Hill Road
Menlo Park, CA 94025
LBI GROUP INC.
By: /s/ Michael J. Odrich
--------------------------------------
Name: Michael J. Odrich
Title: Vice President
Number of Existing Shares: 1,993,479
Shares subject to options or warrants: 0
Notices Address:
c/o Lehman Brothers, Inc.
3 World Financial Center
New York, NY 10285
<PAGE> 14
LEHMAN BROTHER MBG VENTURE CAPITAL
PARTNERS 1997 (A), L.P.
BY: LBI GROUP INC., ITS GP
By: /s/ Michael J. Odrich
--------------------------------------
Name: Michael J. Odrich
Title: Vice President
Number of Existing Shares: 144,837
Shares subject to options or warrants: 0
Notices Address:
c/o Lehman Brothers, Inc.
3 World Financial Center
New York, NY 10285
LEHMAN BROTHER MBG VENTURE CAPITAL
PARTNERS 1998 (A), L.P.
BY: LBI GROUP INC., ITS GP
By: /s/ Michael J. Odrich
--------------------------------------
Name: Michael J. Odrich
Title: Vice President
Number of Existing Shares: 21,850
Shares subject to options or warrants: 0
Notices Address:
c/o Lehman Brothers, Inc.
3 World Financial Center
New York, NY 10285
LEHMAN BROTHER MBG VENTURE CAPITAL
PARTNERS 1998 (B), L.P.
BY: LBI GROUP INC., ITS GP
By: /s/ Michael J. Odrich
--------------------------------------
Name: Michael J. Odrich
Title: Vice President
Number of Existing Shares: 403
Shares subject to options or warrants: 0
Notices Address:
c/o Lehman Brothers, Inc.
3 World Financial Center
New York, NY 10285
<PAGE> 15
LEHMAN BROTHER MBG VENTURE CAPITAL
PARTNERS 1998 (C), L.P.
BY: LBI GROUP INC., ITS GP
By: /s/ Michael J. Odrich
--------------------------------------
Name: Michael J. Odrich
Title: Vice President
Number of Existing Shares: 2,488
Shares subject to options or warrants: 0
Notices Address:
c/o Lehman Brothers, Inc.
3 World Financial Center
New York, NY 10285
OCEAN PARK VENTURES, L.P.
By: /s/ James Gauer
--------------------------------------
Name: James Gauer
Title: G.P.
Number of Existing Shares: 302,743
Shares subject to options or warrants: 0
Notices Address:
c/o Palomar Ventures
100 Wilshire Blvd, Suite 400
Santa Monica, CA 90401
<PAGE> 16
SCHEDULE A
<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------------------
Number of Shares Proxy
Name of Stockholder Beneficially Owned Solicited
---------------------------------------------------------------------------------------------------------------------------------
<S> <C>
R. James Green 1,215,000 X
---------------------------------------------------------------------------------------------------------------------------------
Jon A. Bode 212,500 X
---------------------------------------------------------------------------------------------------------------------------------
Rafael Bracho 670,500 X
---------------------------------------------------------------------------------------------------------------------------------
Edwin Winder 347,400 X
---------------------------------------------------------------------------------------------------------------------------------
Sydney Springer 162,500 X
---------------------------------------------------------------------------------------------------------------------------------
John M. Dempsey 140,000
---------------------------------------------------------------------------------------------------------------------------------
M. Zack Urlocker 243,000
---------------------------------------------------------------------------------------------------------------------------------
Michael J. Odrich 2,168,057
---------------------------------------------------------------------------------------------------------------------------------
Todd Rulon-Miller 67,500
---------------------------------------------------------------------------------------------------------------------------------
Roger S. Siboni 56,500
---------------------------------------------------------------------------------------------------------------------------------
Kevin R. Compton 1,212,470
---------------------------------------------------------------------------------------------------------------------------------
James P. Gauer 322,707 X
---------------------------------------------------------------------------------------------------------------------------------
Ocean Park Ventures, L.P. 302,743
---------------------------------------------------------------------------------------------------------------------------------
Kleiner Perkins Caufield & Byers VII, L.P. 358,777 X
---------------------------------------------------------------------------------------------------------------------------------
KPCB Java Fund, L.P. 825,853 X
---------------------------------------------------------------------------------------------------------------------------------
KPCB Information Sciences Zaibatsu Fund II, L.P. 4,105
---------------------------------------------------------------------------------------------------------------------------------
LB I Group Inc. 1,993,479 X
---------------------------------------------------------------------------------------------------------------------------------
Lehman Brothers MBG Venture Capital Partners 1997 (A), L.P. 144,837 X
---------------------------------------------------------------------------------------------------------------------------------
Lehman Brothers MBG Venture Capital Partners 1998 (A), L.P. 21,850
---------------------------------------------------------------------------------------------------------------------------------
Lehman Brothers MBG Venture Capital Partners 1998 (B), L.P. 403
---------------------------------------------------------------------------------------------------------------------------------
Lehman Brothers MBG Venture Capital Partners 1999 (C), L.P. 2,488
---------------------------------------------------------------------------------------------------------------------------------
</TABLE>
