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EXHIBIT (e)(2)
TENDER AND OPTION AGREEMENT
This TENDER AND OPTION AGREEMENT (the "Agreement") is entered into as
of April 28, 2000 by and between CAB Merger Corp., a Georgia corporation
("Acquisition Sub"), and each of the individuals a signatory to this Agreement
(the "Shareholders").
RECITALS
WHEREAS, concurrently herewith, Acquisition Sub is entering into an
Agreement and Plan of Merger (the "Merger Agreement") with Guardian Fiberglass,
Inc., a Delaware corporation ("Purchaser"), and Xxxxxxx Xxxxxx Building
Products, Inc., a Georgia corporation (the "Company"), pursuant to which
Acquisition Sub will acquire the Company, on the terms and subject to the
conditions set forth in the Merger Agreement, by means of a tender offer by
Acquisition Sub (the "Offer") for all outstanding shares of common stock, no par
value, of the Company (the "Company Common Stock"), at $18.35 per share, net to
the seller in cash, without interest, followed by a merger (the "Merger") of
Acquisition Sub into the Company (capitalized terms used herein and not
otherwise defined are used as defined in the Merger Agreement); and
WHEREAS, as of the date hereof, the Shareholders together beneficially
own directly or indirectly 382,574 shares of Company Common Stock, together with
the associated Rights (which stock and associated rights are referred to as the
"Existing Shares" and, together with any After-Acquired Shares (as defined
below), the "Shares"), which Existing Shares constitute approximately 4.3% of
the issued and outstanding shares of Company Common Stock; and
WHEREAS, as an inducement to Acquisition Sub to acquire the Company,
and as a condition to Acquisition Sub's willingness to enter into the Merger
Agreement and consummate the transactions contemplated thereby, Acquisition Sub
has required that the Shareholders agree, and the Shareholders have agreed (i)
to grant Acquisition Sub an irrevocable option to buy the Shares at $18.35 per
share (the "Option"); and (ii) to tender and, in the event such option is not
theretofore exercised, sell the Shares in the Offer and vote their Shares in
favor of the Merger, in each case upon the terms and subject to the conditions
set forth herein.
NOW THEREFORE, in consideration of the premises and the
representations, warranties and agreements contained herein, and such other good
and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties agree as follows:
1. Agreement to Tender; Option.
1.1 Tender of Shares. Each Shareholder hereby agrees (a) to validly
tender (or cause the record owner of any Shares to tender) all Shares
beneficially owned by such Shareholder pursuant to the Offer, not later than the
fifth business day after commencement of the Offer or, with respect to
After-Acquired Shares, within one business day following the acquisition
thereof, (b) not to withdraw any Shares so tendered without the prior written
consent of Acquisition Sub except as
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otherwise provided in Section 1.1(c) and (c) to withdraw all Shares tendered in
the Offer immediately upon receipt of notice from Acquisition Sub that it is
exercising the Option in order that it may acquire such Shares in accordance
with Section 1.2(a) hereof. Each Shareholder hereby acknowledges and agrees that
Acquisition Sub's obligation to accept for payment and pay for the Shares in the
Offer is subject to the terms and conditions of the Offer.
1.2 Option.
(a) In order to induce Acquisition Sub to enter into the Merger
Agreement, and subject to the terms and conditions of this Agreement, each of
the Shareholders hereby irrevocably grants to Acquisition Sub the Option,
exercisable in whole but not in part from and after the date hereof, to purchase
Shares at a purchase price of $18.35 per Share. If (i) the Offer is terminated,
abandoned or withdrawn by Acquisition Sub (whether due to the failure of any of
the conditions thereto or otherwise) or (ii) the Merger Agreement is terminated
pursuant to Section 7.1(c), 7.1(d), 7.1(f) or 7.1(g), the Option shall continue
to be exercisable, in whole but not in part for a period of 90 days after the
date of the occurrence of such event, so long as (x) all applicable waiting
periods under the HSR Act required for the purchase of the Shares pursuant to
the Option upon such exercise shall have expired or been terminated and (y)
there shall not be in effect any preliminary or final injunction or other order
issued by any court or governmental, administrative or regulatory agency or
authority or legislative body or commission prohibiting the exercise of the
Option pursuant to this Agreement. In the event the Merger Agreement is
terminated other than pursuant to Section 7.1(c), 7.1(d), 7.1(f) or 7.1(g), the
Option shall terminate upon such termination of the Merger Agreement.
(b) In the event Acquisition Sub wishes to exercise the Option,
Acquisition Sub shall deliver written notice thereof to each of the
Shareholders, specifying the date, time and place for the closing of such
purchase. A closing of the purchase of Shares pursuant to the Option (a
"Closing") shall take place on the date, at the time and at the place specified
in such notice; provided, that if at such date any of the conditions specified
in Section 1.2(a)(x) or (y) hereof shall not have been satisfied or waived,
Acquisition Sub may postpone such Closing until a date within two business days
after such conditions are satisfied or waived. At the Closing, each of the
Shareholders will deliver to Acquisition Sub (in accordance with Acquisition
Sub's instructions) the certificates representing the Shares being purchased
pursuant to Section 1.2, duly endorsed or accompanied by stock powers duly
executed in blank. At such Closing, Acquisition Sub shall either (i) wire
transfer to the account designated by each Shareholder or (ii) deliver to each
Shareholder a certified or bank cashier's check payable to or upon the order of
such Shareholder, in each case in an amount equal to the number of Shares being
purchased from such Shareholder at such Closing multiplied by $____, in
immediately available funds.
1.3 Assignment of Dividends and Other Distributions. Each Shareholder
hereby assigns to Acquisition Sub any and all dividends and other distributions
that may be declared, set aside or paid by the Company with respect to such
Shareholder's Shares during the term of this Agreement.
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1.4 Title. Each Shareholder agrees that, in connection with the
transfer of his Shares to Acquisition Sub in the Offer or to Acquisition Sub
pursuant to the Option, he shall transfer to and unconditionally vest in the
Acquisition Sub good and valid title to such Shares, free and clear of all
claims, liens, restrictions, security interests, pledges, limitations and
encumbrances whatsoever, except those arising hereunder.
1.5 No Purchase. Acquisition Sub may allow the Offer to expire without
accepting for payment or paying for any Shares, as set forth in the Offer to
purchase, and Acquisition Sub may allow the Option to terminate without
purchasing all or any Shares pursuant to the exercise thereof. If any Shares are
not accepted for payment in accordance with the terms of the Offer or purchased
pursuant to the Option, they shall be returned to the respective Shareholder,
whereupon they shall continue to be held by such Shareholder subject to the
terms and conditions of this Agreement.
1.6 Certain Price Protection. If, within 12 months following the
exercise of the Option by Acquisition Sub, Acquisition Sub, directly or
indirectly, sells, transfers or otherwise disposes of any or all of the Shares
acquired upon exercise of the Option or the Offer to a third party (or realizes
cash proceeds in respect of such Shares as a result of a distribution to
shareholders of the Company following the sale of substantially all of the
Company's assets) in connection with a transaction whereby the third party is
acquiring the entire equity interest in the Company pursuant to a merger, tender
offer, exchange offer, sale of assets, sale of shares or a similar business
transaction (a "Subsequent Sale") at a per Share price in excess of $18.35 (the
"Subsequent Sale Price"), then Acquisition Sub will pay to each Shareholder,
within five (5) days of receipt of payment by Acquisition Sub, an amount equal
to such Shareholder's pro rata share of 50% of the excess of the Subsequent Sale
Price over $18.35 multiplied by the number of Shares sold in the Subsequent
Sale.
2. Voting. Each Shareholder hereby agrees that (for so long as the
Merger Agreement is in effect), at any meeting of the holders of Company Common
Stock, however called, or in connection with any written consent of the holders
of Company Common Stock, he shall vote (or cause to be voted) his Shares (a) in
favor of the Merger, the execution and delivery by the Company of the Merger
Agreement and the approval of the terms thereof and each of the other actions
contemplated by the Merger Agreement and this Agreement and any actions required
in furtherance thereof and hereof; (b) against any action or agreement that
would result in a breach in any respect of any covenant, representation or
warranty or any other obligation or agreement of the Company under the Merger
Agreement or this Agreement; and (c) except as otherwise agreed to in writing in
advance by Acquisition Sub, against any of the following actions or agreements
(other than the Merger Agreement or the transactions contemplated thereby): (i)
any action or agreement that is intended, or could reasonably be expected, to
impede, interfere with, delay, postpone or attempt to discourage or adversely
affect the Merger, the Offer and the transactions contemplated by this Agreement
and the Merger Agreement; (ii) any extraordinary corporate transaction, such as
a merger, consolidation or other business combination involving the Company and
its Subsidiaries; (iii) a sale, lease or transfer of a material amount of assets
of the Company or its Subsidiaries or a reorganization, recapitalization,
dissolution or liquidation of the Company or its Subsidiaries; (iv) any change
in the
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management or Board of Directors of the Company, except as contemplated by the
Merger Agreement; (v) any change in the present capitalization or dividend
policy of the Company; (vi) any amendment of the Company's certificate of
incorporation or bylaws; or (vii) any other material change in the Company's
corporate structure or business. Notwithstanding anything to the contrary
contained in this Agreement, each Shareholder who is also a member of the Board
of Directors of the Company shall be free to act in his or her capacity as a
member of the Board of Directors of the Company and to discharge his or her
fiduciary duty as such. At the request of Acquisition Sub, each Shareholder, in
furtherance of the voting agreement and the transactions contemplated hereby and
by the Merger Agreement, shall promptly execute and deliver to Acquisition Sub
an irrevocable proxy and irrevocably appoint Acquisition Sub or its designees,
its attorney and proxy to vote all Shares of such Shareholder, for all purposes
whatsoever, with full power of substitution. Each such Shareholder acknowledges
that this proxy (a) shall be coupled with an interest, (b) constitutes, among
other things, an inducement for Acquisition Sub to enter into the Merger
Agreement, and (c) shall be irrevocable and shall not be terminated by operation
of law upon the occurrence of any event. Any such proxy shall terminate upon the
termination of the Option. The provisions of this Section 2 shall constitute a
voting agreement under Section 14-2-731 of the Georgia Business Corporation
Code.
3. Representation and Warranties. Each Shareholder hereby severally and
not jointly represents and warrants to Acquisition Sub as follows:
3.1 Ownership of Shares; Purchase Rights. (a) On the date hereof, (i)
such Shareholder is the record owner of the Existing Shares as set forth
opposite such Shareholder's name on the signature page hereto and (ii) such
Existing Shares constitute all of the shares of Company Common Stock owned of
record and beneficially by each such Shareholder. Such Shareholder has sole
voting power, sole power of disposition and sole power to agree to all of the
matters set forth in this Agreement with respect to all of such Existing Shares,
with no limitations, qualifications or restrictions on such rights, and such
Existing Shares are the only shares of Company Common Stock over which such
Shareholder has such powers or otherwise are owned of record or beneficially by
such Shareholder as of the date hereof.
(b) On the date hereof, (i) such Shareholder is the beneficial owner of
the options and warrants as set forth opposite such Shareholder's name on the
signature page hereto and (ii) such Shareholder does not have any option or
other right to acquire Shares ("Purchase Right") except as indicated thereon.
3.2 Power, Binding Agreement. Such Shareholder has the legal capacity,
power and authority to enter into and perform all of his obligations under this
Agreement. The execution, delivery and performance of this Agreement by such
Shareholder will not violate any other agreement to which he is a party,
including, without limitation, any voting agreement, shareholders agreement or
voting trust. This Agreement has been duly and validly executed and delivered by
such Shareholder and constitutes a valid and binding agreement of him,
enforceable against him in
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accordance with its terms, except that such enforceability may be limited by
bankruptcy, insolvency or similar laws affecting creditors' rights.
3.3 No Conflicts. Except for filings under the HSR Act and the Exchange
Act, (a) no filing with, and no permit, authorization, consent or approval of,
any Federal, state or foreign public body or authority is necessary for the
execution of this Agreement by such Shareholder and the consummation by such
Shareholder of the transactions contemplated hereby and (b) neither the
execution and delivery of this Agreement by such Shareholder nor the
consummation by such Shareholder of the transactions contemplated hereby nor
compliance by such Shareholder with any of the provisions hereof shall (i)
conflict with or result in a violation or breach of, or constitute (with or
without notice or lapse of time or both) a default (or give rise to any third
party right of termination, cancellation, material modification or acceleration)
under any of the terms, conditions or provisions of any note, bond, mortgage,
indenture, license, contract, commitment, arrangement, understanding, agreement
or other instrument or obligation to which such Shareholder is a party or by
which such Shareholder or any of his properties or assets may be bound or (ii)
violate any order, writ, injunction, decree, statute, rule or regulation
applicable to such Shareholder or any of his properties or assets.
3.4 Encumbrances. The Shares owned by such Shareholder and the
certificates representing such Shares are now, and at all times during the term
hereof will be, held by such Shareholder, or by a nominee or custodian for the
benefit of such Shareholder, free and clear of all liens, claims, security
interests, proxies, voting trusts or agreements, understandings or arrangements
or any other encumbrances whatsoever, except for any such encumbrances or
proxies arising hereunder.
3.5 Finder's Fees. Except for the fee to be paid to Credit Suisse First
Boston Corporation, no investment banker, broker, financial advisor, finder or
other person is entitled to a commission or fee from Acquisition Sub or the
Company in respect of this Agreement or the transactions contemplated hereby
based upon any arrangement or agreement made by or on behalf of such
Shareholder, except as otherwise specifically provided in the Merger Agreement
or arrangements or agreements made by or on behalf of Acquisition Sub by its
authorized representatives.
3.6 Reliance by Acquisition Sub. Such Shareholder understands and
acknowledges that Acquisition Sub is entering into the Merger Agreement in
reliance upon such Shareholder's execution and delivery of this Agreement and
the representations, warranties and covenants of such Shareholder set forth
herein.
4. Other Covenants of the Shareholders. Each Shareholder hereby
severally and not jointly covenants and agrees as follows:
4.1 No Solicitation. Each Shareholder agrees that he shall comply with
the provisions of Section 5.2 of the Merger Agreement.
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4.2 Restriction on Transfer, Proxies and Non-Interference; Stop
Transfer Order.
(a) Each Shareholder hereby agrees, while this Agreement is in effect,
and except as specifically contemplated hereby, not to (i) offer for sale, sell,
transfer, tender, pledge, encumber, assign or otherwise dispose of, or enter
into any contract, option or other arrangement or understanding with respect to
the offer for sale, sale, transfer, tender, pledge, encumbrance, assignment or
other disposition of, any of his Shares or any interest therein, (ii) grant any
proxies or powers of attorney, deposit any of his Shares into a voting trust or
enter into a voting agreement with respect to any of his Shares or (iii) take
any action that would make any representation or warranty of any Shareholder
contained herein untrue or incorrect or have the effect of preventing or
disabling any Shareholder from performing his obligations under this Agreement.
(b) In furtherance of the provisions of Section 4.2(a) hereof,
concurrently herewith the Shareholders shall and hereby do authorize the Company
to notify the Company's transfer agent that there is a stop transfer order with
respect to all of the Existing Shares and any additional Shares of Common Stock
acquired by any Shareholder after the date hereof (and that this Agreement
places limits on the voting and transfer of such shares).
4.3 Confidentiality. Each Shareholder recognizes that successful
consummation of the transactions contemplated by this Agreement may be dependent
upon confidentiality with respect to the matters referred to herein. In this
connection, pending public disclosure thereof, each Shareholder hereby agrees
not to disclose or discuss such matters with anyone not a party to this
Agreement (other than counsel and advisors, if any) without the prior written
consent of Acquisition Sub, except for filings required pursuant to the Exchange
Act and the rules and regulations thereunder or disclosures such Shareholder's
counsel advises are necessary in order to fulfill his obligations imposed by
laws, in which event such Shareholder shall give notice of such disclosure to
Acquisition Sub as promptly as practicable so as to enable Acquisition Sub to
seek a protective order from a court of competent jurisdiction with respect
thereto.
4.4 Additional Shares. (a) Each Shareholder agrees, subject to the
following provisions of this Section 4.4(a), at the request of Acquisition Sub,
to exercise, exchange or convert his Rights into Shares of Company Common Stock,
so as to constitute After-Acquired Shares under this Agreement. In order to
facilitate the exercise at the request of Acquisition Sub of any such Right,
Acquisition Sub shall loan to any requesting Shareholder funds sufficient to
allow such Shareholder to exercise the Right. Such loan shall not be interest
bearing and, at Acquisition Sub's option, shall be secured by a pledge of the
shares of Company Common Stock acquired upon exercise of such Right.
(b) Each Shareholder hereby agrees to promptly notify Acquisition Sub
in writing of the number of After-Acquired Shares that may be acquired by such
Shareholder, if any, after the date hereof.
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4.5 Public Disclosure. Each Shareholder hereby agrees that Acquisition
Sub may publish and disclose in (i) the Offer Documents and (ii) if approval of
the Company's Shareholders is required under applicable law, the Proxy Statement
(including all documents and schedules filed with the SEC) his identity and
ownership of Company Common Stock and the nature of his commitments,
arrangements and understandings under this Agreement.
4.6 No Inconsistent Agreements. No Shareholder shall enter into any
agreement or understanding with any person or entity the effect of which would
be inconsistent or violative of the provisions of this Agreement.
4.7 Further Assurances. From time to time, at the other party's request
and without further consideration, each of the Acquisition Sub, on the one hand,
and a Shareholder, on the other, 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.
5. Miscellaneous.
5.1 Fees and Expenses. All costs and expenses incurred in connection
with this Agreement and the consummation of the transactions contemplated hereby
shall be paid by the party incurring such expenses.
5.2 Survival of Representations and Warranties. Except for the
representations and warranties in Section 3.2 of this Agreement, the
representations and warranties contained in this Agreement shall not survive the
delivery of and payment for the Shares or termination of the Option in
accordance with this Agreement.
5.3 Effect of Representations, Warranties and Covenants of
Shareholders. The representations, warranties and covenants of the Shareholders
shall be several and not joint. The liability of each individual Shareholder
shall extend only to the representations, warranties and covenants of such
Shareholder and not to any representation, warranty or covenant of any other
Shareholder. No Shareholder shall have any liability for incidental or
consequential damages or any amount in excess of the aggregate purchase price
for his Shares.
5.4 Amendment and Modification. This Agreement may be amended, modified
and supplemented in any and all respects by written agreement of all parties
hereto.
5.5 Assignment. Neither this Agreement nor any of the rights, interests
or obligations hereunder shall be assigned by any of the parties hereto (whether
by operation of law or otherwise) without the prior written consent of the other
parties, except that any or all of the Acquisition Sub's respective rights,
interests and obligations hereunder may be assigned by the Acquisition Sub to
any other direct or indirect wholly owned subsidiary of Purchaser. Subject to
the preceding sentence, this
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Agreement will be binding upon, inure to the benefit of and be enforceable by,
the parties and their respective heirs, executors, legal representative or
successors and assigns or other transferees and any other successor in interest.
5.6 Specific Performance. Each of the parties hereto recognizes and
acknowledges that a breach by it of any covenants or agreements contained in
this Agreement will cause the other party to sustain damages for which it would
not have an adequate remedy at law for money damages, and therefore each of the
parties hereto agrees that in the event of any such breach the aggrieved party
shall be entitled to the remedy of specific performance of such covenants and
agreements and injunctive and other equitable relief in addition to any other
remedy to which it may be entitled, at law or in equity.
5.7 Notices. All notices and other communications hereunder shall be in
writing and shall be deemed given upon personal delivery, facsimile transmission
(which is confirmed), telex or delivery by an overnight express courier service
(delivery, postage or freight charges prepaid), or on the fourth day following
deposit in the United States mail (if sent by registered or certified mail,
return receipt requested, delivery, postage or freight charges prepaid),
addressed to the parties at the following addresses (or at such other address
for a party as shall be specified by like notice):
If to a Shareholder: c/o Xxxxxxx Xxxxxx Building Products, Inc.
00000 Xxxxx Xxxx
Xxxxxx, Xxxxx 00000
Attention: Xxxxxx X. Xxxx, Chairman and CEO
Facsimile No.: (000) 000-0000
With a copy to: Xxxxx Xxxxxxx & Xxxx LLP
0000 Xxxx Xxxxxx
Xxxxx 0000
Xxxxxx, Xxxxx 00000
Attention: Xxx Xxxx, Esq.
Facsimile No.: (000) 000-0000
With a copy to: Xxxxxxx Xxxxxx Building Products, Inc.
00000 Xxxxx Xxxx
Xxxxxx, Xxxxx 00000
Attention: Xxxx Xxxxx, Vice President and
General Counsel
Facsimile No.: (000) 000-0000
If to Acquisition Sub, to: c/o Guardian Fiberglass, Inc.
0000 Xxxxxx Xxxx
Xxxxxx Xxxxx, Xxxxxxxx 00000
Attention: Xxxxx Xxxxx, President
Facsimile No.: (000) 000-0000
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with a copy to: Xxxxxx Xxxxxxx PLLC
0000 Xxxxx Xxxxxxxx Xxxxxx
Xxxxxxxxxx Xxxxx, Xxxxxxxx 00000
Attention: D. Xxxxxxx XxXxxxxx
Facsimile No.: (000) 000-0000
5.8 Definitions; Interpretation.
(a) As used in this Agreement, (i) the term "After-Acquired Shares"
shall mean any shares of Company Common Stock acquired directly or indirectly,
or otherwise beneficially owned, by any of the Shareholders in any capacity
after the date hereof and prior to the termination hereof, whether upon the
exercise of options, warrants or rights, the conversion or exchange of
convertible or exchangeable securities, or by means of a purchase, dividend,
distribution, gift, bequest, inheritance or as a successor in interest in any
capacity (including a fiduciary capacity) or otherwise; (ii) the term
"affiliate(s)" shall have the meaning set forth in Rule 12b-2 of the Exchange
Act; and (iii) the phrases "beneficially own" or "beneficial ownership" with
respect to any securities shall mean having "beneficial ownership" of such
securities (as determined pursuant to Rule 13d-3 under the Exchange Act),
including pursuant to any agreement, arrangement or understanding, whether or
not in writing (without duplicative counting of the same securities by the same
holder, securities beneficially owned by a person shall include securities
beneficially owned by all other persons with whom such Person would constitute a
"group" within the meaning of Rule 13d-5 of the Exchange Act).
(b) When a reference is made in this Agreement to a Section, such
reference shall be to a Section in 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 descriptive
headings contained in this Agreement are for reference purposes only and shall
not affect in any way the meaning or interpretation of this Agreement.
5.9 Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original, but all of which
shall constitute one and the same agreement.
5.10 Entire Agreement, No Third Party Beneficiaries, Rights of
Ownership. This Agreement (a) constitutes the entire agreement and supersedes
all prior agreements and understandings, both written and oral, among the
parties with respect to the subject matter hereof, and (b) is not intended to
confer upon any person other than the parties hereto any rights or remedies
hereunder.
5.11 Severability. If any term, provision, covenant or restriction of
this Agreement is held by a court of competent jurisdiction or other authority
to be invalid, void, unenforceable or against its regulatory policy, the
remainder of the terms, provisions, covenants and restrictions of this Agreement
shall remain in full force and effect and shall in no way be affected, impaired
or invalidated.
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5.12 Governing Law. This Agreement shall be governed and construed in
accordance with the laws of the State of Georgia without giving effect to the
principles of conflicts of law thereof.
5.13 Remedies Cumulative. All rights, powers and remedies provided
under this Agreement or otherwise available in respect hereof at law or in
equity shall be cumulative and not alternative, and the exercise of any thereof
by any party shall not preclude the simultaneous or later exercise of any other
such right, power or remedy by such party.
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IN WITNESS WHEREOF, Acquisition Sub and each of the Shareholders have
caused this Agreement to be duly executed as of the day and year first above
written.
CAB MERGER CORP.
By: /s/ XXXXX X. XXXXX
------------------------------------
Name: Xxxxx X. Xxxxx
Title: Chairman
SHAREHOLDERS:
Purchase Rights
----------------------
Shares Options Warrants
------ ------- --------
21,221 64,601 0 /s/ XXXX X. XXXXXXXXX
----------------------------
2,000 7,667 0 /s/ J. XXXXXXXX XXXXXXX
----------------------------
560 43,443 0 /s/ XXXX X. XXXXX
----------------------------
700 33,536 0 /s/ XXXX XXXXXXXX
----------------------------
109,462 50,000 0 /s/ XXXXXXX X. XXXXXXX
----------------------------
0 5,667 0 /s/ XXXXX X. XXXXXXX
----------------------------
0 10,000 0 /s/ XXXX XXXXXXXXXX
----------------------------
11,053 8,788 0 /s/ XXXX X. XXXXX
----------------------------
0 10,000 0 /s/ XXX XXXXXXXX
----------------------------
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Purchase Rights
----------------------
Shares Options Warrants
------ ------- --------
805 43,339 0 /s/ XXXXXX X. XXXXXX
----------------------------
137,502 236,189 0 /s/ XXXXXX X. XXXXXXXX
----------------------------
66,944 260,179 0 /s/ XXXXXX X. XXXX
----------------------------
21,110 27,885 0 /s/ J. XXXXXXX XXXXXX
----------------------------
6,717 100,000 0 /s/ XXXXXX X. XXXX
----------------------------
4,500 0 0 /s/ XXXX X. XXXXX
----------------------------
-------- -------- ------
382,574 901,294 0
======== ======== ======
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