Exhibit 2.2
VOTING AGREEMENT
This Voting Agreement (this "Agreement") is made and entered into on June
23, 2003, by and among Xxxxx Inc., a Delaware corporation ("Acquiror"), the
stockholders of Factual Data Corp, a Colorado corporation (the "Company"), whose
names appear on Schedule A hereto (each a "Stockholder" and collectively, the
"Stockholders"), and the Company.
RECITALS
WHEREAS, concurrent with the execution of this Agreement, Acquiror, Golden
Mountain Acquisition Corporation, a Colorado corporation ("Merger Sub"), and the
Company are entering into an Agreement and Plan of Reorganization (as amended,
modified or supplemented in accordance with the terms, the "Merger Agreement"),
which provides for the acquisition of the Company by Acquiror, subject to
certain conditions, through a merger whereby Merger Sub will merge into Company
and the holders of the outstanding shares of common stock of the Company will be
entitled to receive cash and shares of common stock of Acquiror as provided in
the Merger Agreement;
WHEREAS, as of the date hereof, each Stockholder is the beneficial holder
of the number of Shares (as defined below) set forth opposite such Stockholder's
name on Schedule A hereto;
WHEREAS, Acquiror and each Stockholder wish to provide for the voting of
the Shares beneficially held by such Stockholder with respect to the adoption
and approval of the Merger Agreement, the Merger and the other transactions
contemplated;
WHEREAS, as a condition to its willingness to enter into the Merger
Agreement, Acquiror has required that the Stockholders enter into this
Agreement; and
WHEREAS, in order to induce Acquiror to enter into the Merger Agreement,
the Stockholders are willing to enter into this Agreement;
NOW, THEREFORE, as an inducement to Acquiror to enter into the Merger
Agreement and for other good and valuable consideration (the receipt and
sufficiency of which are hereby acknowledged by each of the parties hereto), and
intending to be legally bound hereby, the parties hereto agree as follows:
AGREEMENT
1. Certain Definitions. For purposes of this Agreement the following terms
shall have the following meanings (all other capitalized terms not otherwise
defined herein shall have the meanings ascribed thereto in the Merger
Agreement):
1.1 "Expiration Time" shall mean the earlier to occur of (i) the
termination of the Merger Agreement in accordance with its terms and (ii) the
Effective Time of the Merger.
1.2 "Person" shall mean any individual, corporation, limited liability
company, partnership, trust or other entity or governmental authority.
1.3 "Shares" shall mean (with respect to each Stockholder): (i) all equity
securities of the Company (including all shares of common stock or preferred
stock, and all options, warrants and other rights to acquire shares of common
stock or preferred stock) beneficially owned by such Stockholder as of the date
of this Agreement and (ii) all additional equity securities of the Company
(including all additional shares of common stock or preferred stock, and all
additional options, warrants and other rights to acquire shares of common stock
or preferred stock) which such Stockholder acquires beneficial ownership of
during the period from the date of this Agreement through the Expiration Time.
1.4 A Person shall be deemed to have effected a "Transfer" of a security
if such Person directly or indirectly: (i) sells, assigns, pledges, encumbers,
grants an option with respect to, transfers or disposes of (by operation of law
or otherwise) such security or any interest in such security (except that the
exercise of an option to purchase Shares by Stockholder shall not be deemed a
Transfer); (ii) enters into an agreement or commitment providing for the sale
of, assignment of, pledge of, encumbrance of, grant of an option with respect
to, transfer of or disposition of (by operation of law or otherwise) such
security or any interest therein; or (iii) tenders, or agrees or commits to
tender, any Shares in a tender offer, exchange offer, or like transaction (such
a Transfer is referred to as a "Tender").
2. Transfer and Voting of Shares.
2.1 Transferee of Shares to be Bound by this Agreement. Each
Stockholder agrees that, during the period from the date of this Agreement
through the Expiration Time, such Stockholder shall not direct, cause or permit
any Transfer of any of the Shares to be effected unless (i) such Transfer is not
a Tender and (ii) the proposed transferee(s) agrees to be bound to the terms
hereof and executes and delivers to Acquiror a voting agreement and proxy in the
exact form of this Agreement prior to the Transfer, and that any attempted
transfer not in compliance with the terms of this Agreement shall be null and
void. The Company agrees that, during the period from the date of this Agreement
through the Expiration Time, it will not recognize as valid or otherwise any
Transfer or purported Transfer effected in violation of this Agreement.
2.2 Transfer of Voting Rights. Each Stockholder agrees that, during
the period from the date of this Agreement through the Expiration Time, such
Stockholder (except as contemplated by this Agreement) shall not deposit (or
permit the deposit of) any Shares in a voting trust or grant any proxy or enter
into any voting agreement or similar agreement in contravention of the
obligations of such Stockholder under this Agreement with respect to any of the
Shares.
3. Agreement to Vote Shares. Each Stockholder agrees that, during the
period from the date of this Agreement through the Expiration Time, at every
meeting of the stockholders of the Company (however called), and at every
adjournment thereof, and on every action or approval by written consent of the
stockholders of the Company, he shall vote all of the Shares he beneficially
owns, or shall cause such Shares to be voted, (i) in favor of the adoption,
approval and consummation of the Merger Agreement, the Merger and the other
transactions contemplated thereby, and in favor of any matter that could
reasonably be expected to facilitate the Merger (to the extent that such Shares
have a right to vote thereon), (ii) against any other Acquisition Proposal or
Alternative Transaction, and (iii) against any proposal that could
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reasonably be expected to (A) result in any change in the directors of the
Company, any change in the present capitalization of the Company or any
amendment to the Company's Certificate of Incorporation or By-laws; (B) result
in a breach of any covenant, representation or warranty or any other obligation
or agreement of the Company under the Merger Agreement; (C) impair in any
material respect the ability of the Company to perform its obligations under the
Merger Agreement; or (D) otherwise prevent or materially delay the consummation
of the transactions contemplated by the Merger Agreement.
4. Stockholder Capacity. Acquiror acknowledges and agrees that each
Stockholder is executing and delivering this Agreement solely in his capacity as
the record and beneficial owner of his Shares and no provision of this Agreement
shall limit or otherwise restrict such Stockholder with respect to any act or
omission that such Stockholder may undertake or authorize in his capacity as an
officer of the Company or a member of the Board of Directors of the Company, as
the case may be, including, without limitation, any vote that such Stockholder
may make in his capacity as a director of the Company with respect to any matter
presented to the Board of Directors of the Company.
5. Irrevocable Proxy.
5.1 Revocation of Prior Proxies. Each Stockholder hereby revokes any
and all proxies or powers of attorney in existence immediately prior to the
execution of this Agreement with respect to any Shares beneficially owned by
such Stockholder.
5.2 Granting of Proxy. Concurrently with the execution of this
Agreement, each Stockholder shall deliver to Acquiror an originally executed
proxy in the form attached hereto as Schedule B (the "Proxy"), which shall be
coupled with an interest and shall therefore be irrevocable to the fullest
extent permissible by law, with respect to the Shares referred to therein. Each
Stockholder agrees that to the extent such Stockholder acquires additional
Shares after the date hereof and prior to the Expiration Time, such Stockholder
shall promptly deliver to Acquiror an originally executed Proxy with respect to
such additional Shares.
6. Representations and Warranties of the Stockholder. Each Stockholder
represents and warrants to Acquiror that such Stockholder: (i) is the sole
beneficial and record owner of the Shares set forth opposite such Stockholder's
name on Schedule A hereto, free and clear of any liens, claims, options, rights
of first refusal, co-sale rights, charges or other encumbrances, (ii) does not
beneficially own any Shares other than those indicated on Schedule A to this
Agreement, and (iii) has full power and authority to make, enter into, and carry
out the terms of this Agreement and the Proxy and that the terms of this
Agreement and the Proxy do not conflict with, breach or otherwise violate any
other agreement (or proxy) to which such Stockholder is a party.
7. Additional Documents. Each Stockholder hereby covenants and agrees to
execute and deliver any additional documents necessary or desirable, in the
reasonable opinion of Acquiror, to carry out the intent of this Agreement.
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8. Consents and Waivers.
8.1 Consummation of Merger. Each Stockholder hereby gives any
consents or waivers that are required for the consummation of the Merger under
the terms of any agreements to which such Stockholder is a party or pursuant to
any rights such Stockholder may have, in any case only in such Stockholder's
capacity as the holder of the Shares (and specifically excluding, for example,
any agreement or rights Stockholder may have pursuant to any employment or
severance agreement).
8.2 Waiver of Appraisal Rights. Each Stockholder hereby waives any
rights of appraisal or rights to dissent with respect to the Merger.
9. No Solicitation. Prior to the Expiration Date, each Stockholder shall
not as a stockholder (either individually or through any representatives or
agents): (i) solicit, initiate, or encourage (including by way of furnishing
information), directly or indirectly, any inquiries regarding, or the submission
of, any Acquisition Proposal; (ii) participate in any discussions or
negotiations regarding, or furnish to any Person any information or data with
respect to, or take any other action to knowingly facilitate the making of any
proposal that constitutes, or may reasonably be expected to lead to, any
Acquisition Proposal; or (iii) enter into any agreement with respect to any
proposal for an Acquisition Proposal or approve or resolve to approve any
proposal for an Acquisition Proposal. Upon execution of this Agreement, each
Stockholder shall (A) immediately cease any existing activities, discussion or
negotiations with any parties conducted prior to such time with respect to any
of the foregoing; and (B) promptly (but in all events within twenty-four hours)
notify Acquiror of the existence of any proposal, discussion, negotiation, or
inquiry received by such Stockholder with respect to a potential Acquisition
Proposal and communicate the terms of any such proposal, discussion,
negotiation, or inquiry to Acquiror (including provision to Acquiror of any
written materials received by such Stockholder in connection with such proposal,
discussion, negotiation, or inquiry). This Section 9 shall not apply to action
of a Stockholder in their capacity as a director of the Company, and there shall
be a presumption that actions taken with the express authority of the Board of
Directors of the Company shall be action taken in their capacity as a director
(if such Stockholder is a director of the Company).
10. Termination. This Agreement shall terminate and shall have no further
force or effect as of the Expiration Time.
11. Miscellaneous.
11.1 Invalidity of Provisions. Each of the provisions contained in
this Agreement is distinct and severable and a declaration of invalidity or
unenforceability of any such provision or part hereof by a court of competent
jurisdiction shall not affect the validity or enforceability of any other
provision hereof. To the extent permitted by applicable law, the parties hereto
waive any provision of law which renders any provision of this Agreement invalid
or unenforceable in any respect. The parties shall endeavor in good faith
negotiations to replace any provision that is declared invalid or unenforceable
with a valid and enforceable provision, the effect of which comes as close as
possible to that of the invalid or unenforceable provision
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that it replaces, but is not more restrictive to the Stockholders than the
provision declared invalid or unenforceable.
11.2 Binding Effect and Assignment. This Agreement and all of the
provisions hereof shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and permitted assigns, heirs and legal or
personal representatives, and shall survive the death or incapacity of any
Stockholder; provided, however, except as otherwise specifically provided
herein, neither this Agreement nor any of the rights, interests or obligations
of the parties hereto may be assigned by any of the parties without the prior
written consent of the other parties hereto.
11.3 Amendments and Modification. This Agreement may not be
modified, amended, altered or supplemented except upon the execution and
delivery of a written agreement executed by Acquiror and Stockholders
beneficially holding a majority of the Shares listed on Schedule A hereto. No
such modification, amendment, alteration or supplement shall be binding on the
Company without the Company's written consent or on any individual Stockholder
without such Stockholder's written consent.
11.4 Specific Performance; Injunctive Relief. The parties hereto
acknowledge that Acquiror will be irreparably harmed and that there will be no
adequate remedy at law for a violation of any of the covenants or agreements of
the Stockholders set forth herein. Therefore, it is agreed that, in addition to
any other remedies that may be available to Acquiror upon any such violation,
Acquiror shall have the right to enforce such covenants and agreements by
specific performance, injunctive relief or by any other means available to
Acquiror at law or in equity, all without the need to post a bond or other
security.
11.5 Notices. All notices, requests and other communications
hereunder shall be in writing and shall be deemed to have been duly given when
actually received if delivered personally against written receipt, or telecopied
with answer back confirmation, or mailed (postage prepaid by registered mail,
return receipt requested), or sent by overnight courier, to the parties at the
following addresses or facsimile numbers:
If to any Stockholder:
At the address and facsimile number specified on the signature page to
this Agreement.
If to Acquiror:
Xxxxx Inc.
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: General Counsel
Facsimile: (000) 000-0000
with a copy to:
Xxxxxx, Xxxx & Xxxxxxxx LLP
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000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx X. Xxxxxxxx, Esq.
Facsimile No. : (000) 000-0000
Telephone No. : (000) 000-0000
If to Company:
Factual Data Corp.
0000 Xxxxx Xxxx Xxxxx
Xxxxxxxx, Xxxxxxxx 00000
Attention: Chief Executive Officer
Facsimile No.: (000) 000-0000
Telephone No.: (000) 000-0000
with a copy to:
Xxxxx & Xxxxxx P.C.
0000 Xxxxxxxx, Xxxxx 0000
Xxxxxx, Xxxxxxxx 00000
Attention: Xxxxxx X. Xxxx, Esq.
Facsimile No.: (000) 000-0000
Telephone No.: (000) 000-0000
All such notices, requests and other communications shall (i) if delivered
personally, telecopied or couriered, be deemed given upon delivery and (ii) if
mailed, be deemed given three (3) business days after mailing (in each case
regardless of whether such notice, request or other communication is received by
any other Person to whom a copy of such notice, request or other communication
is to be delivered pursuant to this Section). Any party from time to time may
change its address, facsimile number or other information for the purpose of
notices to that party by giving notice specifying such change to the other
parties hereto.
11.6 Governing Law. This Agreement and any disputes or controversies
with respect hereto shall be governed by and construed in accordance with the
laws of the State of Delaware without regard to applicable principles of
conflicts of law that would apply the law of any other jurisdiction.
11.7 Consent to Jurisdiction. Each of the parties hereto irrevocably
and unconditionally submits to the exclusive jurisdiction of (i) any Delaware
State court and (ii) any Federal court of the United States of America sitting
in the State of Delaware, for the purposes of any suit, action or other
proceeding arising out of this Agreement or any transaction contemplated hereby
(and each agrees that no such action, suit or proceeding relating to this
Agreement shall be brought by it or any of its affiliates except in such
courts). Each of the parties hereto further agrees that, to the fullest extent
permitted by applicable law, service of any process, summons, notice or document
by registered mail to such persons respective address set forth above shall be
effective service of process for any action, suit or proceeding in Delaware
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with respect to any matters to which it has submitted to jurisdiction as set
forth in the immediately preceding sentence. Each of the parties hereto
irrevocably and unconditionally waives (and agrees not to plead or claim) any
objection to the laying of venue of any action, suit or proceeding arising out
of this Agreement or the transactions contemplated hereby in (i) any Delaware
State court or (ii) any Federal court of the United States of America sitting in
the State of Delaware, or that any such action, suit or proceeding brought in
any such court has been brought in an inconvenient forum.
11.8 Entire Agreement. This Agreement and the Proxy contain the
entire understanding of the parties hereto in respect of the subject matter
hereof, and supersede all prior negotiations and understandings between the
parties with respect to such subject matter.
11.9 Interpretation.
11.9.1 The headings used in this Agreement are for convenience
only and are not to be considered in construing or interpreting this Agreement.
11.9.2 Unless the context otherwise requires, words importing
the singular include the plural and vice versa, and words importing gender
include all genders.
11.9.3 "including" means "including, without
limitation,".
11.10 Counterparts. This Agreement may be executed by facsimile
signature and in several counterparts, each of which shall be an original, but
all of which together, when executed and delivered, shall constitute one and the
same agreement.
11.11 No Third-Party Beneficiaries. Other than the parties hereto,
this Agreement is not intended to confer upon any person any rights or remedies
hereunder.
11.12 Waiver of Jury Trial. Each party acknowledges and agrees that
any controversy which may arise under this Agreement is likely to involve
complicated and difficult issues, and therefore each such party hereby
irrevocably and unconditionally waives any right such party may have to a trial
by jury in respect of any litigation directly or indirectly arising out of or
relating to this Agreement or the transactions contemplated by this Agreement.
Each party certifies and acknowledges that (i) no representative, agent or
attorney of any other party has represented, expressly or otherwise, that such
other party would not, in the event of litigation, seek to enforce the foregoing
waiver, (ii) each such party understands and has considered the implications of
this waiver, (iii) each such party makes this waiver voluntarily, and (iv) each
such party has been induced to enter into this Agreement by, among other things,
the waivers and certifications in this Section 11.12.
[Signature pages follow]
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IN WITNESS WHEREOF, the parties have caused this Voting Agreement to be
duly executed the day and year first above written.
XXXXX INC. FACTUAL DATA CORP.
By:______________________________ By:______________________________
Name: Name:
Title: Title:
__________________________________ __________________________________
Xxxxxx Xxxxxx Xxxxxx Xxxxxx
0000 Xxxx Xxxxxx Xxxx 54 0000 Xxxx Xxxxxx Xxxx 00
Xxxx Xxxxxxx, XX 00000 Xxxx Xxxxxxx, XX 00000
Tel No: (000) 000-0000 Tel No: (000) 000-0000
__________________________________ __________________________________
Xxxxx Xxxxxx Xxxxxxx Xxxxxx
0000 Xxxxxxxxxx Xxxxx 0000 Xxxxx Xxxxxx Xxxx 0
Xxxx Xxxxxxx, XX 00000 Xxxx Xxxxxxx, XX 00000
Tel No: (000) 000-0000 Tel No: (000) 000-0000
__________________________________ __________________________________
Xxxx Xxxxxxxxx Xxxxx Xxxxxx
Address:___________________________ Address:___________________________
__________________________________ ___________________________________
__________________________________ ___________________________________
Telecopy No.: ( ) ___-____ Telecopy No.: ( ) ___-____
__________________________________
Xxxxxx Xxxxx
Address:___________________________
___________________________________
___________________________________
Telecopy No.: ( ) ___-____
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BCI Growth V, L.P. CIVC Fund, L.P.
By:_______________________________ By:_______________________________
Its: ______________________________ Its: ______________________________
Address:___________________________ Address:___________________________
___________________________________ ___________________________________
___________________________________ ___________________________________
Telecopy No.: ( ) ___-____ Telecopy No.: ( ) ___-____
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SCHEDULE A
List of Stockholders and Owned Shares
--------------------------------------------------------------------------------
Name of Stockholder Number of Shares Owned
--------------------------------------------------------------------------------
Xxxxxx Xxxxxx 1,253,490
--------------------------------------------------------------------------------
Xxxxxx Xxxxxx 1,253,490
--------------------------------------------------------------------------------
Xxxxx Xxxxxx 285,014
--------------------------------------------------------------------------------
Xxxxxxx Xxxxxx 278,878
--------------------------------------------------------------------------------
Xxxxx Xxxxxx 10,000
--------------------------------------------------------------------------------
Xxxxxx Xxxxx 45,500
--------------------------------------------------------------------------------
BCI Growth V, L.P. 545,286
--------------------------------------------------------------------------------
CIVC Fund, L.P. 1,112,829
--------------------------------------------------------------------------------
SCHEDULE B
IRREVOCABLE PROXY
The undersigned stockholder of Factual Data Corp., a Colorado corporation
(the "Company") , hereby irrevocably (to the fullest extent permitted by law)
appoints Xxxxxxx Xxxxxxxxx and Xxxxxxx Xxxxx, and each of them, as the sole and
exclusive attorneys-in-fact and proxies of the undersigned, with full power of
substitution and resubstitution, to vote and exercise all voting rights (to the
fullest extent that the undersigned is entitled to do so) with respect to all of
the outstanding shares of capital stock of the Company that are owned
beneficially by the undersigned as of the date of this Proxy (collectively, the
"Shares") only in accordance with the terms of this Proxy. The Shares owned
beneficially by the undersigned stockholder as of the date of this Proxy are
listed on the final page of this Proxy. Upon the undersigned's execution of this
Proxy, any and all prior proxies given by the undersigned with respect to any of
the Shares are hereby revoked and the undersigned agrees not to grant any
subsequent proxies with respect to the voting rights granted by this Proxy until
after the Expiration Time (as defined below).
This Proxy is irrevocable (to the fullest extent permitted by law), is
coupled with an interest in the Company and is granted pursuant to that certain
Voting Agreement of even date herewith by and among Xxxxx Inc., a Delaware
corporation ("Acquiror"), certain stockholders of the Company (including the
undersigned stockholder) and the Company and as an inducement to Acquiror to
enter into an Agreement and Plan of Reorganization by and among Acquiror, Golden
Mountain Acquisition Corporation, a Colorado corporation ("Merger Sub"), and the
Company dated as of even date herewith (as amended, modified or supplemented in
accordance with its terms, the "Merger Agreement"), which Merger Agreement
provides for the acquisition of the Company by Acquiror, subject to certain
conditions, through a merger whereby Merger Sub will merge into Company and the
holders of the outstanding shares of common stock of the Company will be
entitled to receive cash and shares of common stock of Acquiror as provided in
the Merger Agreement. As used herein, the term "Expiration Time" shall mean the
earlier to occur of (i) the termination of the Merger Agreement in accordance
with its terms and (ii) the Effective Time of the Merger (as such terms are
defined in the Merger Agreement).
The attorneys-in-fact and proxies named above, and each of them, are
hereby authorized and empowered by the undersigned, at any time prior to the
Expiration Time, to act as the undersigned's attorney-in-fact and proxy to vote
the Shares, and to exercise all voting, consent and similar rights of the
undersigned with respect to the Shares (including, without limitation, the power
to execute and deliver written consents), at every annual, special or adjourned
meeting of stockholders of the Company and in every written consent in lieu of
such meeting (i) in favor of the adoption, approval and consummation of the
Merger Agreement, the Merger and the other transactions contemplated thereby,
and in favor of any matter that could reasonably be expected to facilitate the
Merger (to the extent that such Shares have a right to vote thereon), (ii)
against any other Acquisition Proposal or Alternative Transaction (each as
defined in the Merger Agreement), and (iii) against any proposal that could
reasonably be expected to (A) result in any change in the directors of the
Company, any change in the present capitalization of the Company or any
amendment to the Company's Certificate of Incorporation or Bylaws; (B) result in
a
1
breach of any covenant, representation or warranty or any other obligation or
agreement of the Company under the Merger Agreement; (C) impair in any material
respect the ability of the Company to perform its obligations under the Merger
Agreement; or (D) otherwise prevent or materially delay the consummation of the
transactions contemplated by the Merger Agreement.
Any obligation of the undersigned hereunder shall be binding upon the
successors, heirs and legal or personal representatives of the undersigned, and
shall survive the death or incapacity of the undersigned.
This Proxy shall terminate, and be of no further force and effect,
automatically at the Expiration Time.
[Signature Pages Follow]
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Dated: ______________, 2003
__________________________________
[Stockholder - Print Name]
By:_______________________________
Shares of Company capital stock
beneficially owned and subject to this
Proxy:
- __________ shares of common
stock.
- no shares of preferred stock.
- __________ shares of common
stock issuable upon exercise of
outstanding options, warrants or
other rights.
- no shares of preferred stock
issuable upon exercise of outstanding
options, warrants or other rights.
WITNESS:
__________________________________
[Name]
Dated: ______________, 2003
__________________________________
[Stockholder - Print Name]
By:_______________________________
Shares of Company capital stock
beneficially owned and subject to this
Proxy:
- __________ shares of common
stock.
- no shares of preferred stock.
- __________ shares of common
stock issuable upon exercise of
outstanding options, warrants or
other rights.
- no shares of preferred stock
issuable upon exercise of outstanding
options, warrants or other rights.
WITNESS:
__________________________________
[Name]
Dated: ______________, 2003
__________________________________
[Stockholder - Print Name]
By:_______________________________
Shares of Company capital stock
beneficially owned and subject to this
Proxy:
- __________ shares of common
stock.
- no shares of preferred stock.
- __________ shares of common
stock issuable upon exercise of
outstanding options, warrants or
other rights.
- no shares of preferred stock
issuable upon exercise of outstanding
options, warrants or other rights.
WITNESS:
__________________________________
[Name]
Dated: ______________, 2003
__________________________________
[Stockholder - Print Name]
By:_______________________________
Shares of Company capital stock
beneficially owned and subject to this
Proxy:
- __________ shares of common
stock.
- no shares of preferred stock.
- __________ shares of common
stock issuable upon exercise of
outstanding options, warrants or
other rights.
- no shares of preferred stock
issuable upon exercise of outstanding
options, warrants or other rights.
WITNESS:
__________________________________
[Name]
Dated: ______________, 2003
__________________________________
[Stockholder - Print Name]
By:_______________________________
Shares of Company capital stock
beneficially owned and subject to this
Proxy:
- __________ shares of common
stock.
- no shares of preferred stock.
- __________ shares of common
stock issuable upon exercise of
outstanding options, warrants or
other rights.
- no shares of preferred stock
issuable upon exercise of outstanding
options, warrants or other rights.
WITNESS:
__________________________________
[Name]
Dated: ______________, 2003
__________________________________
[Stockholder - Print Name]
By:_______________________________
Shares of Company capital stock
beneficially owned and subject to this
Proxy:
- __________ shares of common
stock.
- no shares of preferred stock.
- __________ shares of common
stock issuable upon exercise of
outstanding options, warrants or
other rights.
- no shares of preferred stock
issuable upon exercise of outstanding
options, warrants or other rights.
WITNESS:
__________________________________
[Name]
Dated: ______________, 2003
__________________________________
[Stockholder - Print Name]
By:_______________________________
Shares of Company capital stock
beneficially owned and subject to this
Proxy:
- __________ shares of common
stock.
- no shares of preferred stock.
- __________ shares of common
stock issuable upon exercise of
outstanding options, warrants or
other rights.
- no shares of preferred stock
issuable upon exercise of outstanding
options, warrants or other rights.
WITNESS:
__________________________________
[Name]
Dated: ______________, 2003
__________________________________
[Stockholder - Print Name]
By:_______________________________
Shares of Company capital stock
beneficially owned and subject to this
Proxy:
- __________ shares of common
stock.
- no shares of preferred stock.
- __________ shares of common
stock issuable upon exercise of
outstanding options, warrants or
other rights.
- no shares of preferred stock
issuable upon exercise of outstanding
options, warrants or other rights.
WITNESS:
__________________________________
[Name]
