EXECUTION COPY
TENDER AND VOTING AGREEMENT, dated as of August 12, 2002 (the
"Agreement"), among SYMBOL TECHNOLOGIES, INC., a Delaware corporation
("Parent"), SYMBOL ACQUISITION CORP., a Delaware corporation and a wholly owned
subsidiary of Parent ("Purchaser"), and each of the other parties identified on
the signature pages hereto (each a "Stockholder").
WHEREAS, Parent, Purchaser and @XXX.XXX, INC., a Delaware
corporation (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"; terms used without definition herein
having the meanings assigned to them in the Merger Agreement), pursuant to
which, among other things, Purchaser will make a tender offer (the "Offer") to
purchase all outstanding shares of common stock of the Company (the "Company
Common Stock");
WHEREAS, as of the date hereof, each Stockholder beneficially
owns the number of shares of Company Common Stock and options, convertible
securities and warrants to acquire Company Common Stock or other voting
securities of the Company ("Exercisable Securities") set forth opposite such
Stockholder's name on the signature pages hereto (such Company Common Stock and
Exercisable Securities, the Stockholder's "Existing Securities" and together
with any Company Common Stock or other voting securities of the Company, the
beneficial ownership of which is acquired after the date hereof, whether upon
the exercise of options, conversion of convertible securities, exercise of
warrants or otherwise of any other Exercisable Securities, collectively referred
to herein as the "Securities"); and
WHEREAS, as a condition to their willingness to enter into the
Merger Agreement, Parent and Purchaser have required that each Stockholder
agree, and each Stockholder has agreed, among other things, to tender its
Securities to Purchaser or any subsidiary of Parent, to vote in favor of the
adoption of the Merger Agreement and to grant Parent an option to purchase all
of the Securities owned by such Stockholder, on the terms and conditions
provided for herein.
NOW, THEREFORE, the parties hereto agree as follows:
ARTICLE I
Agreement to Tender; Agreement to Vote; Proxy
SECTION 1.01. Tender. Each Stockholder hereby agrees to validly tender
to Purchaser or any subsidiary of Parent making the Offer, pursuant to and in
accordance with the terms of the Offer, as soon as practicable after
commencement of the Offer, but in no event later than five Business Days
following the commencement of the Offer, all Securities beneficially owned by
such Stockholder by physical delivery of the certificates therefor (or by book
entry or appropriate instructions to brokers or custodians thereof, as the case
may be) and to not withdraw such Securities, except following termination of the
Offer without the purchase by Purchaser or
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any subsidiary of Parent of Securities thereunder or the termination of the
Merger Agreement. Each Stockholder hereby acknowledges and agrees that
Purchaser's (or any such subsidiary's) obligation to accept for payment and pay
for such Securities shall be subject to the terms and conditions of the Offer.
Each Stockholder hereby permits Parent and Purchaser to publish and disclose in
the documents required to be prepared, filed or delivered by applicable law in
the Offer and, if approval of the Company's stockholders is required under
applicable law, the proxy statement and in any other public statement, its
identity and ownership of Securities and the nature of its commitments,
arrangements and understandings under this Agreement. Upon the satisfaction of
the conditions of the Offer, Purchaser or a subsidiary of Purchaser shall
purchase the securities.
SECTION 1.02. Voting. Each Stockholder hereby agrees that, during the
time this Agreement is in effect, at any meeting of the stockholders of the
Company, however called and at any adjournment thereof, or pursuant to any
action by written consent, such Stockholder shall appear at such meeting, in
person or by proxy, or otherwise cause its Securities to be counted as present
thereat for purposes of establishing a quorum and (a) vote (or cause to be
voted) all of its Securities in favor of the approval, adoption, consent and
ratification of the Merger Agreement, the Merger and all the other transactions
contemplated thereby (collectively, the "Transactions"); (b) vote (or cause to
be voted) all of its Securities against any action or agreement that would
delay, impede, interfere with or discourage the consummation of the Transactions
or would result in a breach of any covenant, representation or warranty or any
other obligation or agreement of the Company under the Merger Agreement or of
the Stockholders under this Agreement; and (c) vote (or cause to be voted) all
of its Securities against any of the following (other than the Merger Agreement
and the Transactions, including as it may have been, or may have been proposed
by Parent or Purchaser to be, amended): (i) any extraordinary corporate
transaction or agreement therefor, including without limitation any merger,
consolidation, recapitalization, reorganization, tender offer, share exchange,
liquidation, dissolution, business combination or similar transaction involving
the Company or its Subsidiaries (including an Acquisition Proposal), (ii) a
Transfer (as defined hereinafter) of a material amount of assets of the Company
or its Subsidiaries, (iii) any change in the majority of the Board of Directors
of the Company, (iv) any change in the present capitalization of the Company,
(v) any amendment of the Company's certificate of incorporation or bylaws, or
(vi) any other material change in the Company's corporate structure or business
or change in any manner of the voting rights of the Company Common Stock (any
matter under clauses (a), (b) or (c), a "Subject Proposal"). No Stockholder
shall enter into any agreement or understanding with any person prior to the
termination of this Agreement to vote in any manner inconsistent herewith. As
used herein, the term "Transfer" means any sale, transfer, pledge, encumbrance,
assignment or other disposition of, or execution of any contract, option or
other arrangement or understanding with respect to the sale, transfer, pledge,
encumbrance, assignment or other disposition (including but not limited to by
way of merger, consolidation, recapitalization, tender offer or any other
similar transaction) of, any of the Securities or any interest therein.
SECTION 1.03. Proxy. (a) During the time this Agreement is in effect,
each Stockholder hereby irrevocably grants to, and appoints, and agrees from
time to time to grant to, and appoint, Parent and Purchaser, or any of them, and
any individual designated in writing by any of them, and each of them
individually, as such Stockholder's proxy, agent and attorney-in-fact (with full
power of substitution), for and in the name, place and stead of such
Stockholder, to
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vote (or cause to be voted) its Securities, or grant a consent or approval in
respect of its Securities, in each case, with respect to any Subject Proposal,
in a manner consistent with Section 1.02 above.
(b) Each Stockholder understands and acknowledges that Parent and
Purchaser are entering into the Merger Agreement in reliance upon such
Stockholder's execution and delivery of this Agreement. Each Stockholder hereby
affirms that the proxy set forth in this Section 1.03 is given in connection
with the execution of this Agreement, and that such proxy is given to secure the
performance of the duties of such Stockholder under this Agreement. Each
Stockholder hereby ratifies and confirms all that such proxy may lawfully do or
cause to be done by virtue hereof. Each Stockholder will take such further
action or execute such other instruments as may be necessary to effectuate the
intent of this proxy and hereby revokes any proxy previously granted by it with
respect to its Securities that would be inconsistent with the proxy granted
pursuant to Section 1.03(a). No Stockholder shall hereafter, unless and until
this Agreement terminates pursuant to Section 4.01 hereof, purport to vote (or
execute a consent with respect to) its Securities with respect to any Subject
Proposal (other than through this irrevocable proxy) or grant any other proxy or
power of attorney with respect to any of its Securities to vote with respect to
any Subject Proposal, deposit any of its Securities into a voting trust or enter
into any agreement (other than this Agreement), arrangement or understanding
with any person, directly or indirectly, to vote with respect to any such
Subject Proposal, grant any proxy or give instructions (other than in this
Agreement) with respect to the voting of such Securities with respect to any
Subject Proposal.
ARTICLE II
Representations and Warranties
SECTION 2.01. Representations and Warranties of Parent and Purchaser.
Parent and Purchaser hereby represent and warrant to each Stockholder that they
have the corporate power and authority to enter into this Agreement and perform
all of their obligations under this Agreement. This Agreement has been duly and
validly executed and delivered by Parent and Purchaser and constitutes a valid
and binding agreement of Parent and Purchaser, enforceable against them in
accordance with its terms.
SECTION 2.02. Representations and Warranties of the Stockholders. Each
Stockholder hereby represents and warrants to Parent and Purchaser as follows:
(a) Ownership of Securities and Options. Such Stockholder is the record
and beneficial owner of the Existing Securities set forth opposite its name on
the signature pages hereto. To such Stockholder's knowledge, such Existing
Securities are, and the Company Common Stock upon issuance or receipt will be,
validly issued, fully paid and nonassessable. On the date hereof, such Existing
Securities constitute all of the Securities owned of record or beneficially by
such Stockholder. Such Stockholder has, with respect to such Existing
Securities, or will have, with respect to any other Securities of such
Stockholder, 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 Securities, with no restrictions, subject to applicable securities laws, on
such Stockholder's voting power or rights of disposition pertaining thereto.
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On the date hereof, such Stockholder has, and at all times during the term
hereof, such Stockholder will have with respect to such Securities to be sold on
such date, good, valid and marketable title to such Securities, free and clear
of all claims, liens, encumbrances, security interests and charges of any nature
whatsoever (other than the encumbrance created by this Agreement), and shall not
be subject to any preemptive right of any stockholder of the Company. The sale
of such Stockholder's Securities to Parent hereunder will transfer to Parent
good, valid and marketable title to such Securities, free and clear of all
claims, liens, encumbrances, security interests, rights of first refusal and
charges of any nature whatsoever.
(b) Power; Binding Agreement. Such Stockholder has the legal capacity,
power and authority to enter into and perform all of its obligations under this
Agreement, including, without limitation, power and authority to sell, assign,
transfer and deliver its Securities to Parent pursuant to the terms and
conditions of this Agreement. The execution, delivery and performance of this
Agreement by such Stockholder have been duly and validly authorized and no other
actions or proceedings on the part of such Stockholder are necessary to
authorize this Agreement or to consummate the transactions contemplated herein.
The execution, delivery and performance of this Agreement by such Stockholder
will not violate any other agreement to which such Stockholder is a party
including, without limitation, any voting agreement, stockholders agreement or
voting trust. This Agreement has been duly and validly executed and delivered by
such Stockholder and constitutes a valid and binding agreement of such
Stockholder, enforceable against such Stockholder in accordance with its terms.
(c) No Conflicts. (i) No filing with, and no permit, authorization,
consent or approval of, any Governmental Entity is necessary for the execution
of this Agreement by such Stockholder and the consummation by such Stockholder
of the transactions contemplated hereby and (ii) neither the execution and
delivery of this Agreement by such Stockholder nor the consummation by such
Stockholder of the transactions contemplated hereby nor compliance by such
Stockholder with any of the provisions hereof shall (A) conflict with or result
in any breach of any provision of the certificate of incorporation, by-laws or
other governing documents, if any, if such Stockholder is not an individual, (B)
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, agreement or other instrument or obligation to which such
Stockholder is a party or by which such Stockholder or any of its properties or
assets may be bound or (C) violate any order, writ, injunction, decree, statute,
rule or regulation applicable to such Stockholder or any of its properties or
assets.
(d) There is no suit, action, investigation or proceeding pending or,
to the knowledge of such Stockholder, threatened against such Stockholder at law
or in equity before or by any Governmental Entity that could reasonably be
expected to materially impair the ability of such Stockholder to perform its
obligations hereunder on a timely basis, and there is no agreement, commitment
or law to which such Stockholder is subject that could reasonably be expected to
materially impair the ability of such Stockholder to perform its obligations
hereunder on a timely basis.
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(e) No Claims. Such Stockholder in its capacity as a stockholder,
director, officer or employee of the Company or in any other capacity, has no
knowledge of any Claims (as defined hereinafter) that it may have against the
Released Parties (as defined hereinafter).
(f) No Group. Such Stockholder is acting individually and not as part
of a "group" as defined in the Securities Exchange Act of 1934, as amended.
ARTICLE III
Certain Covenants
SECTION 3.01. Certain Covenants of each Stockholder. Each Stockholder
hereby covenants and agrees as follows:
(a) No Solicitation. Such Stockholder shall not, and shall not
authorize or permit any stockholder, director, officer, employee, affiliate,
representative or agent of such Stockholder to, directly or indirectly, (i)
solicit, facilitate, initiate, entertain, encourage or take any action to
facilitate, initiate, entertain or encourage any inquiries or communications or
the making of any proposal or offer that constitutes or may constitute an
Acquisition Proposal or a Transfer of any of the Securities, (ii) participate or
engage in any discussions or negotiations with, or provide any information to or
take any other action with the intent to facilitate the efforts of, any person
concerning any possible Acquisition Proposal or a Transfer of any of the
Securities or any inquiry or communication which might reasonably be expected to
result in an Acquisition Proposal or a Transfer of any of the Securities or
(iii) agree to or endorse, or release any third party from any obligation under
any existing standstill agreement or arrangement relating to, any Acquisition
Proposal, or otherwise facilitate any effort or attempt to make or implement any
Acquisition Proposal. If such Stockholder or any representative or agent of such
Stockholder receives an inquiry or proposal with respect to any Acquisition
Proposal or any Transfer of Securities, then such Stockholder shall promptly
inform Parent of the terms and conditions, if any, of such inquiry or proposal
and the identity of the person making it. Such Stockholder shall, and shall
cause its representatives or agents to, immediately cease and cause to be
terminated any existing activities, discussions or negotiations with any parties
conducted heretofore with respect to any of the foregoing. Notwithstanding the
foregoing, nothing in this Section 3.01(a) shall limit the ability of any
individual who is a director or officer of the Company to take any of the
actions described in Section 7.8(b) of the Merger Agreement (but only to the
extent permitted in Section 7.8(b) of the Merger Agreement) in his capacity as a
director or officer of the Company.
(b) Restriction on Transfer, Proxies and Non-Interference. Such
Stockholder hereby agrees, while this Agreement is in effect, and except as
contemplated hereby, not to (i) Transfer any of the Securities or any interest
therein, (ii) grant any proxies with respect to any Securities or deposit any
Securities into a voting trust or enter into a voting agreement with respect to
any Securities, or (iii) take any action that would make any representation or
warranty of such Stockholder contained herein untrue or incorrect or have the
effect of preventing or disabling such Stockholder from performing its
obligations under this Agreement, or that would otherwise hinder or delay Parent
from acquiring a majority of the outstanding Securities. Any action described in
the foregoing clauses (i) through (iii) in violation of this Agreement shall be
void ab initio.
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(c) Additional Securities. Such Stockholder hereby agrees, while this
Agreement is in effect, to promptly notify Parent of the number of any new
Securities acquired by such Stockholder, if any, after the date hereof.
(d) Cooperation. Such Stockholder will not take any action, which could
reasonably (i) result in any restriction on or delay in the consummation of the
transactions contemplated by the Merger Agreement, any related agreements or
this Agreement or (ii) render any of such transactions undesirable or
impractical for Parent.
(e) Dissenter's Rights. Such Stockholder agrees that it will not
exercise any right to dissent or any similar rights of appraisal, which it may
have under any applicable law with respect to any transaction contemplated by
the Merger Agreement or any related agreement.
SECTION 3.02. Stop Transfer Order. In furtherance of this Agreement,
each Stockholder hereby authorizes and directs the Company's counsel to notify
the Company's transfer agent that there is a stop transfer order with respect to
all of the Existing Securities (and that this Agreement places limits on the
voting and transfer of such shares).
SECTION 3.03. Public Announcements. Each Stockholder shall consult with
Parent before issuing, and shall first provide Parent the reasonable opportunity
to review and comment upon, any press release or other public statements with
respect to the existence or terms of this Agreement, the Merger and the other
Transactions, and shall not issue any such press release or make any such public
statement without the prior written consent of Parent, except to the extent
necessary in response to a judicial or similar investigative inquiry (including
a discovery request in a lawsuit), in which case such Stockholder shall make
such disclosure pursuant thereto only after first providing reasonable notice to
Parent and affording Parent the opportunity to seek to limit, prevent or protect
such disclosure.
SECTION 3.04. Reasonable Best Efforts; Further Assurances. (a) Each
Stockholder shall use its reasonable best efforts to take, or cause to be taken,
all actions, and to do, or cause to be done, and to assist and cooperate with
the other parties in doing, all things necessary, proper or advisable to
consummate and make effective, in the most expeditious manner practicable, the
Merger and the other Transactions.
(b) Each Stockholder shall, from time to time, execute and deliver, or
cause to be executed and delivered, such additional or further consents,
documents and other instruments and shall take all such further actions as
Parent or Purchaser may reasonably request for the purpose of effectively
carrying out the transactions contemplated by this Agreement, the Merger
Agreement and any other related agreements.
SECTION 3.05. Cooperation as to Regulatory Matters. Each Stockholder
shall furnish all such necessary information and reasonable assistance as may be
requested in connection with the preparation of filings and submissions to any
Governmental Entity. Each Stockholder shall supply, and use its reasonable best
efforts to cause the Company to supply, to Parent copies of all correspondence,
filings or communications (or memoranda setting forth the substance thereof)
with Governmental Authorities with respect to this Agreement and the
transactions contemplated hereby.
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SECTION 3.06. Series B Preferred Stock. Within two business days before
the Expiration Date of the Offer, each Stockholder agrees to cause the
conversion of all of the shares of Series B Preferred Stock of the Company
beneficially owned by such Stockholder into shares of Company Common Stock in
accordance with the Company's certificate of incorporation so long as after
giving effect to such conversion and subsequent tender of such Company Common
Stock pursuant to Section 1.01 hereof, the Minimum Condition shall have been or
would be satisfied.
ARTICLE IV
Miscellaneous
SECTION 4.01. Termination; Survival of Representations and Warranties.
(a) This Agreement shall terminate on the Termination Date, and upon such
termination, this Agreement shall terminate and be of no further force and
effect. The representations and warranties contained in Article II shall not be
deemed waived or otherwise affected by any investigation made by the other
parties hereto, and shall survive the termination of this Agreement for one
year. The provisions of Articles III and Article IV shall survive the
termination of this Agreement indefinitely in accordance with their terms. As
used herein, the term "Termination Date" means the first to occur of (i) the
Effective Time, (ii) receipt by such Stockholder of written notice of
termination of this Agreement by Parent, (iii) if the Merger Agreement has been
terminated due to a breach by Parent or Purchaser, the date of such termination
or (iv) if the Merger Agreement has been terminated (other than due to a breach
by Parent or Purchaser), the date that is six months from the later of (A) the
date of the stated maturity of the Convertible Note and (B) the date in which
all outstanding loans and other obligations under the Convertible Note are fully
paid and satisfied.
SECTION 4.02. Amendments. This Agreement may not be amended with
respect to Parent, Purchaser or any Stockholder except by an instrument in
writing signed on behalf of Parent, Purchaser and such Stockholder.
SECTION 4.03. 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:
if to Parent or Purchaser, to
Symbol Technologies, Inc.
Xxx Xxxxxx Xxxxx
Xxxxxxxxxx, XX 00000
Fax: (000) 000-0000
Attn: Xxxxxxx Xxxxxxx
with copies to:
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Xxxxxxx Xxxxxxx & Xxxxxxxx
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, XX 00000-0000
Tel: (000) 000-0000
Fax: (000) 000-0000
Attn: Xxxxxx X.X. Xxxxx, Esq.
if to the Stockholder:
to the address set forth opposite 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.
SECTION 4.04. Descriptive Headings; Interpretation. 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. The terms "hereof",
"herein", "hereby", and derivative or similar words refer to this entire
Agreement. Unless the context otherwise requires, words of any gender include
each other gender, and words using the singular or plural number also include
the plural or singular number, respectively. Whenever the words "include",
"includes" or "including" are used in this Agreement, they shall be deemed to be
followed by the words "without limitation".
SECTION 4.05. 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.
SECTION 4.06. Entire Agreement. This Agreement and the related
agreements (including all exhibits and schedules thereto) and other documents
and instruments delivered in connection herewith constitute the entire agreement
and supersede all prior agreements and undertakings, both written and oral,
among the parties, or any of them, with respect to the subject matter hereof and
thereof.
SECTION 4.07. Assignment. This Agreement may not and shall not be
assigned by operation of law or otherwise, except that Parent and Purchaser may
assign all or any of their rights hereunder to any affiliate, provided that no
such assignment shall relieve the
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assigning party of its obligations hereunder. Any assignment in violation of
this Agreement shall be void ab initio.
SECTION 4.08. Parties in Interest; No Third-Party Beneficiaries. This
Agreement shall be binding upon and inure solely to the benefit of each party
hereto. Nothing in this Agreement, express or implied, is intended to confer on
any person other than the parties hereto or their respective successors and
assigns, any rights, remedies, obligations or liabilities under or by reason of
this Agreement.
SECTION 4.09. 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 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.
SECTION 4.10. Governing Law; Enforcement. This Agreement and the rights
and duties of the parties hereunder shall be governed by, and construed in
accordance with, the laws of the State of Delaware. The parties agree that
irreparable damage would occur in the event that any of the provisions of this
Agreement or any related 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 or any related agreement and to enforce specifically the terms
and provisions of this Agreement or any related agreement in any Federal or
state court sitting in the State 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 exclusive personal
jurisdiction of any Federal or state court sitting in the State of Delaware in
the event any dispute arises out of this Agreement or any related agreement or
any transaction contemplated hereby or thereby, (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 related agreement or any transaction
contemplated hereby or thereby in any court other than any Federal or state
court sitting in the State 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
related agreement or any transaction contemplated hereby or thereby.
SECTION 4.11. 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.
[Remainder of this page intentionally left blank]
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IN WITNESS WHEREOF, Parent, Purchaser and each Stockholder
have caused this Agreement to be duly executed as of the day and year first
above written.
SYMBOL TECHNOLOGIES, INC.
By: /s/ Xxxxxxx Xxxxxxx
-------------------
Name: Xxxxxxx Xxxxxxx
---------------
Title: Executive Vice President
------------------------
and General Counsel
------------------------
SYMBOL ACQUISITION CORP.
By: /s/ Xxxxxxx Xxxxxxx
-------------------
Name: Xxxxxxx Xxxxxxx
---------------
Title: Vice President, Secretary
-------------------------
and Assistant Treasurer
-----------------------
Existing Securities Address
------------------- -------
2,905,113 of Company
Common Stock CROSSPOINT VENTURES PARTNERS Q LLP
By: /s/ Xxxxx Xxxxxxx
-----------------
Name: Xxxxx Xxxxxxx
-------------
Title: G.P.
----
Existing Securities Address
------------------- -------
335,385 of Company
Common Stock CROSSPOINT VENTURES PARTNERS LLP
By: /s/ Xxxxx Xxxxxxx
-----------------
Name: Xxxxx Xxxxxxx
--------------
Title: G.P.
----
Existing Securities Address
------------------- -------
352,942 of Series B LIFE INVESTORS INSURANCE COMPANY OF
preferred stock AMERICA
By: /s/ Xxxxxx X. Xxxxx
-------------------
Name: Xxxxxx X. Xxxxx
----------------
Title: Managing Partner,
-----------------
VMF Capital LLC
---------------
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Existing Securities Address
------------------- -------
447,126 of Company XXXX XXXX
Common Stock
/s/ Xxxx Xxxx
Options exercisable -----------------------
for 765,000 shares of (Signature)
Xxxxxxx Common Stock
Existing Securities Address
------------------- -------
389,532 of Company XXXXXX XXXXXXXX
Common Stock
Options exercisable for /s/ Xxxxxx Xxxxxxxx
767,940 shares of Company ------------------------
Common Stock (Signature)
