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If the form is filed by more than one reporting person, see Instruction 5(b)(v). |
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) |
On June 3, 2013, salesforce.com, inc. ("salesforce.com") entered into an Acquisition Agreement (the "Acquisition Agreement") by and among salesforce.com, Excalibur Acquisition Corp., a wholly owned subsidiary of salesforce.com ("Merger Sub"), and the Issuer. In order to induce salesforce.com to enter into the Acquisition Agreement, certain equity holders of the Issuer (the "Stockholders") entered into support agreements with salesforce.com on June 3, 2013 (the "Support Agreements"). Subject to the terms and conditions of the Support Agreements, such the Stockholders agreed, among other things, to tender their shares in a cash tender offer and, if required, to vote their shares in favor of adoption of the Acquisition Agreement. (Continued in Footnote 2) |
(2) |
As a result of the Support Agreements, salesforce.com may be deemed to share with each Stockholder the power to vote or to direct the voting of 18,181,865 shares covered by the Support Agreements solely with respect to those matters described in the Support Agreements. Accordingly, salesforce.com may be deemed to have beneficial ownership of such shares of the Issuer's Common Stock. See the Schedule 13D filed by salesforce.com on June 10, 2013. Salesforce.com is not entitled to any rights as a stockholder of the Issuer as to the shares covered by the Support Agreements, and neither the filing of this Form 3 nor any of its contents shall be deemed to constitute an admission by salesforce.com that it is the beneficial owner of any of the Issuer's Common Stock referred to herein for purposes of Section 16 or any other purpose, and such beneficial ownership is expressly disclaimed. |