To: D. K. G.  who wrote (2 ) 3/10/2000 8:46:00 PM From: D. K. G.     Read Replies (1)  | Respond to    of 10  
Principal Shareholders                        PRINCIPAL AND SELLING STOCKHOLDERS     The following table sets forth information regarding the beneficial ownership of our common stock as of March 1, 2000 and as adjusted to reflect the sale of the common stock offered by Sunrise by this prospectus by:     .  each of our directors and the officers listed in the summary      compensation table;    .  all directors and executive officers as a group;    .  each person who is known to us to own beneficially more than 5% of its      common stock; and    .  each of the selling stockholders.     Except as otherwise noted, the address of each person listed in the table is c/o Sunrise Telecom, Inc., 22 Great Oaks Boulevard, San Jose, California 95119. The table includes all shares of common stock issuable within 60 days of March 1, 2000 upon the exercise of options and other rights beneficially owned by the indicated stockholders on that date. Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and includes voting and investment power with respect to shares. To our knowledge, except under applicable community property laws or as otherwise indicated, the persons named in the table have sole voting and sole investment control regarding all shares beneficially owned. The applicable percentage of ownership for each stockholder is based on 15,227,417 shares of common stock outstanding as of March 1, 2000, together with applicable options for that stockholder. Shares of common stock issuable upon exercise of options and other rights beneficially owned ware deemed outstanding for the purpose of computing the percentage ownership of the person holding these options and other rights, but are not deemed outstanding for computing the percentage ownership of any other person.                               Shares Beneficially                     Shares Beneficially                           Owned Prior to Offering       Number of Owned After Offering (1)                           ------------------------------ Shares   --------------------------- Holders                      Number          Percent     Offered    Number         Percent -------                   --------------    --------------------- ------------   ------------ Paul Ker-Chin Chang.....       4,427,000(2)      29.1% Paul A. Marshall........       4,041,000(3)      26.5 Robert C. Pfeiffer......       2,155,000         14.2 Peter L. Eidelman.......          50,000(4)         * Patrick Peng-Koon Ang...              --           -- Henry P. Huff...........              --           -- Jennifer J. Walt........         146,750          1.0 All directors and  executive officers as a  group (seven persons)..      10,819,750(4)      70.8 Selling Stockholders: ---------------------  * Less than one percent of the outstanding shares of common stock. (1) Assumes no exercise of the Underwriters' over-allotment option. (2) Includes 10,600 shares held as custodian for minor child. (3) Includes 400 shares held as custodian for minor child. (4) Includes 44,500 shares issuable upon exercise of outstanding options, which     are exercisable within 60 days of March 1, 2000.     We will pay all costs and expenses of the offering, other than the underwriting discount relating to shares sold by the selling stockholders, the fees and disbursements of legal counsel and other advisors to the selling stockholders and stock transfer and other taxes attributable to the sale of shares by the selling stockholders, which will be paid by the selling stockholders.