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EXHIBIT 2.
VOTING AGREEMENT
VOTING AGREEMENT, dated as of January 7, 2000 (the "Agreement"), by and
among GTECH Corporation, a Delaware corporation ("Buyer"), and the stockholders
listed on Schedule A hereto (the "Stockholders").
A. Merger Agreement. Concurrently herewith, Buyer, Trio Merger Sub Co.,
Inc., a Nevada corporation and a wholly-owned subsidiary of Buyer ("Merger
Sub"), and On-Point Technology Systems, Inc., a Nevada corporation (the
"Company") are entering into an Agreement and Plan of Merger (as amended from
time to time, the "Merger Agreement") dated as of the date hereof. Capitalized
terms used in this Agreement and not otherwise defined herein shall have the
respective meanings ascribed to them in the Merger Agreement.
B. The Merger. At the Effective Time, the parties intend to effect a merger
of Merger Sub with and into the Company, with the Company being the surviving
corporation (the "Merger"), and the Company becoming a wholly owned subsidiary
of Buyer. Pursuant to the Merger, each share of Company Common Stock would be
converted into the right to receive the Company Merger Consideration, each
Company Option and each Company Warrant would be converted into the right to
receive the Option and Warrant Consideration, and each share of Merger Sub
Common Stock would be converted into the right to receive the Merger Sub
Consideration. At the Effective Time, the directors and officers of Merger Sub
would become the directors and officers of the Surviving Corporation. At the
Effective Time, the Articles of Incorporation and Bylaws of the Surviving
Corporation would be in the form attached to the Merger Agreement as Exhibits A
and B, respectively.
C. Voting Agreement. Buyer has required, as a condition to its entering
into the Merger Agreement, that each Stockholder enter into, and each such
Stockholder has agreed to enter into, this Agreement.
NOW, THEREFORE, to induce the Buyer to enter into, and in consideration of
its entering into, the Merger Agreement, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties agree as follows:
1. Several Not Joint. The representations, warranties, covenants and
agreements of each Stockholder set forth in this Agreement are several, not
joint.
2. Representations and Warranties of Each Stockholder. Each Stockholder
hereby severally represents and warrants to the Buyer as follows:
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(a) Ownership of Shares. (i) Such Stockholder is (A) the record holder and
beneficial owner of or (B) sole trustee of a trust that is the record holder or
beneficial owner of, and whose beneficiaries are the beneficial owners (such
trustee, a "Trustee") of, the number of shares of the voting stock of the
Company (the "Company Voting Stock"), set forth opposite such Stockholder's name
on Schedule A hereto (collectively, the "Existing Shares," and together with any
shares of Company Voting Stock acquired by such Stockholder after the date
hereof and prior to the termination hereof, whether upon exercise of options or
warrants, conversion of convertible securities, purchase, exchange or otherwise,
the "Shares") and (ii) such Stockholder has (A) sole power of disposition, and
(B) sole voting power, in each case with respect to all of such Stockholder's
Existing Shares, and with no restrictions on such rights. On the date hereof,
the Existing Shares set forth opposite such Stockholder's name on Schedule A
constitute all of the shares of Company Voting Stock owned of record or
beneficially by such Stockholder.
(b) Power; Binding Agreement. Such Stockholder has all requisite legal
capacity, power and authority to enter into and perform all of such
Stockholder's obligations under this Agreement. This Agreement has been duly and
validly authorized, 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. There is no beneficiary of, or holder
of, a voting trust certificate or other interest of any trust of which a
Stockholder is Trustee whose consent is required for the execution and delivery
of this Agreement or the consummation of the transactions contemplated hereby.
If such Stockholder is married and such Stockholder's Shares require spousal or
other approval for this Agreement to be legal, valid and binding, this Agreement
has been duly authorized, executed and delivered by, and constitutes a valid and
binding agreement of, such Stockholder's spouse, enforceable against such spouse
in accordance with its terms.
(c) No Conflicts. No filing with, and no permit, authorization, consent or
approval of, any state or federal public body or authority is necessary for the
execution of this Agreement by such Stockholder and the consummation by such
Stockholder of the transactions contemplated hereby, and 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 applicable trust, partnership agreement, or other
organizational documents applicable to such Stockholder; (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, modification, prepayment 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 of any kind to which such
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Stockholder is a party or by which such Stockholder or any of such Stockholder's
properties or assets may be bound or (C) violate any order, writ, injunction,
decree, judgment, statute, rule, regulation or governmental permit or license
applicable to such Stockholder or any of such Stockholder's properties or
assets.
(d) Absence of Liens. Such Stockholder's Shares and the certificates
representing such Shares are now and at all times during the term hereof will be
held by such Stockholder, or by a nominee or custodian for the benefit of such
Stockholder, free and clear of all liens, claims, security interests, proxies,
voting trusts or agreements, understandings, arrangements or any other
encumbrances whatsoever, except for any such encumbrances or proxies arising
hereunder.
(e) No Brokers. No broker, investment banker, financial adviser or other
Person engaged by the Stockholder is entitled to any broker's, finder's,
financial adviser's or other similar fee or commission in connection with this
Agreement or the Merger Agreement based upon arrangements made by such
Stockholder.
(f) Review of Merger Agreement. Such Stockholder understands and
acknowledges that the Buyer is entering into the Merger Agreement in reliance
upon such Stockholder's execution and delivery of this Agreement. Such
Stockholder has read the Merger Agreement carefully and fully understands the
terms and provisions thereof.
3. Agreement to Vote; Proxy.
(a) Voting. Each Stockholder hereby severally agrees that, during the time
this Agreement is in effect, at any meeting of the stockholders of the Company,
at any adjournment thereof or in any other circumstance in which a vote, consent
or approval (including any written consent of the stockholders of the Company)
of the stockholders of the Company is called for, such Stockholder shall,
including by executing a written consent solicitation if requested by the
Company or the Buyer, vote (or cause to be voted) the Shares of such Stockholder
(i) in favor of approval and adoption of the Merger Agreement, the Merger, the
Contribution, and each of the other transactions contemplated by the Merger
Agreement, the Ancillary Agreements and this Agreement and any actions required
in furtherance hereof and thereof; (ii) against any action or agreement that
would result in a breach of any covenant, representation or warranty or any
other obligation or agreement of the Company under the Merger Agreement, the
Ancillary Agreements or this Agreement and (iii) except as specifically
requested in writing by the Company or the Buyer, in advance, against the
following actions (other than the Merger, the Contribution and the other
transactions contemplated by the Merger Agreement or the Ancillary Agreements):
(A) any extraordinary corporate transaction, such as a Superior Proposal, a
merger, consolidation or other business combination involving the Company or its
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Subsidiaries; (B) a sale, lease or transfer of a material amount of assets of
the Company or its Subsidiaries or a reorganization, recapitalization,
dissolution, liquidation or winding up of the Company or any of its
Subsidiaries; (C) any change in the majority of the Board of Directors of the
Company; (D) any change in the present capitalization of the Company or any
amendment of the Company's Certificate of Incorporation or Bylaws other than
pursuant to the Merger; (E) any other material change in the Company's corporate
structure or business; and (F) any other action which would impede, frustrate,
interfere with, delay, postpone, discourage or materially adversely affect the
Merger, the Contribution, or the transactions contemplated by the Merger
Agreement, the Ancillary Agreements or this Agreement or the contemplated
economic benefits of any of the foregoing. Such Stockholder shall not take any
action or commit to or enter into any agreement or understanding with any Person
prior to the Termination Date (as defined in Section 7 hereof) to act in any
manner inconsistent with clause (i), (ii) or (iii) of the preceding sentence.
(b) PROXY. EACH STOCKHOLDER HEREBY GRANTS TO, AND APPOINTS EACH OF THE
BUYER AND EACH OF XXXXXX X. XXXXXX, XXXXXX X. XXXXXXX, AND XXXXXXX XXXXX AND ANY
INDIVIDUAL WHO SHALL HEREAFTER SUCCEED TO ANY OFFICE OF THE BUYER AS CURRENTLY
HELD BY ANY SUCH INDIVIDUAL, AND ANY OTHER DESIGNEE OF THE BUYER, AS SUCH
STOCKHOLDER'S IRREVOCABLE PROXY AND ATTORNEY- IN-FACT (WITH FULL POWER OF
SUBSTITUTION) TO VOTE OR TAKE OTHER ACTION WITH RESPECT TO THE SHARES CONSISTENT
WITH THE REQUIREMENTS OF SECTION 2(a) ABOVE. EACH STOCKHOLDER INTENDS THIS PROXY
TO BE IRREVOCABLE AND COUPLED WITH AN INTEREST AND WILL TAKE SUCH FURTHER ACTION
AND EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE NECESSARY TO EFFECTUATE THE INTENT
OF THIS PROXY AND HEREBY REVOKES ANY PROXY PREVIOUSLY GRANTED BY SUCH
STOCKHOLDER WITH RESPECT TO SUCH STOCKHOLDER'S SHARES. NOTWITHSTANDING THE
FOREGOING, THIS PROXY SHALL AUTOMATICALLY LAPSE AND BE OF NO FURTHER FORCE OR
EFFECT WITHOUT ANY FURTHER ACTION ON THE PART OF ANY STOCKHOLDER OR THE BUYER ON
THE TERMINATION DATE.
4. Certain Covenants of the Stockholders. Except in accordance with the
terms of this Agreement, each Stockholder hereby severally covenants and agrees
as follows:
(a) No Solicitation. No Stockholder shall, directly or indirectly
(including through advisors, agents or other intermediaries), initiate, solicit,
negotiate, encourage or provide confidential information to facilitate any
proposal or offer by any Person that constitutes or could reasonably be expected
to lead to a Company Acquisition Proposal,
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provided, however, that any Stockholder, acting solely in his or her capacity as
a director or officer of the Company, may furnish information to, or to
participate in negotiations with, any Person to the same extent and under the
same terms and conditions as the Company is permitted to do so pursuant to
Section 7.2 of the Merger Agreement.
(b) Restriction on Transfer, Proxies and Non-Interference; Restriction on
Withdrawal. Such Stockholder shall not, directly or indirectly: (i) except
pursuant to the terms of the Merger Agreement and this Agreement, and except for
gifts to family members who either are signatories to this Agreement or who,
upon such gift, become signatories to this Agreement, offer for sale, sell,
transfer, tender, pledge, encumber, assign or otherwise dispose of (each, a
"Disposition"), enforce or permit the execution of the provisions of any
agreement with the Company whereby the Company may be obligated to repurchase,
or enter into any other contract, option or other arrangement or understanding
with respect to, or otherwise consent to the Disposition of, any or all of such
Stockholder's Shares or any interest therein; (ii) except as contemplated
hereby, grant any proxies or powers of attorney, deposit any Shares into a
voting trust or enter into a voting agreement with respect to any Shares 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 such Stockholder's
obligations under this Agreement.
(c) Waiver of Appraisal and Dissenter's Rights. Each Stockholder hereby
waives any rights of appraisal or rights to dissent from the Merger that such
Stockholder may have. Each Trustee represents that no beneficiary who is a
beneficial owner of Shares under any trust for which such Stockholder acts as
Trustee has any right of appraisal or right to dissent from the Merger which has
not been so waived.
(d) No Termination or Closure of Trusts. Such Stockholder, if a Trustee,
shall not take any action to terminate, close or liquidate any such trust and
shall take all steps necessary to maintain the existence thereof at least until
the first to occur of (i) the Closing Date or (ii) the Termination Date, in each
case unless, in connection therewith, the Shares held by any trust which are
presently subject to the terms of this Agreement are transferred upon
termination to one or more Stockholders and remain subject in all respects to
the terms of this Agreement.
(e) (i) In the event that the Merger Agreement shall have been terminated
under circumstances where Buyer is or may become entitled to receive the
Termination Fee, each Stockholder shall pay to Buyer on demand an amount equal
to all profit (determined in accordance with Section 3(e)(ii) of such
Stockholder from the consummation of any transaction with any Person or
affiliate of a Person who has made a Company Acquisition Proposal that is
consummated within one year of such termination (a "Transaction").
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(ii) For purposes of this Section 3(e), the profit of any Shareholder from
any Transaction shall equal (A) the aggregate consideration received by such
Stockholder pursuant to such Transaction, valuing any non-cash consideration
(including any residual interest in the Company) at its fair market value on the
date of such consummation plus (B) the fair market value, on the date of
disposition, of any Shares of such Stockholder disposed of after the termination
of the Merger Agreement and prior to the date of such consummation less (C) the
fair market value of the aggregate consideration that would have been issuable
or payable to such Stockholder pursuant to the Merger Agreement as originally
executed, valued as of immediately prior to the first public announcement of the
termination of the Merger Agreement.
(iii) In the event that (x) prior to the Effective Time, a Company
Acquisition Proposal shall have been made and (y) the Effective Time of the
Merger shall have occurred and Buyer for any reason shall have increased the
amount of Merger Consideration or Option and Warrant Consideration payable over
that set forth in the Merger Agreement in effect on the date hereof (the
"Original Merger Consideration"), each Stockholder shall pay to Buyer on demand
an amount in cash equal to the product of (i) the number of Shares, Company
Options and Company Warrants owned by such Stockholder and (ii) 100% of the
excess, if any, of (A) the per share cash consideration or the per share fair
market value of any non-cash consideration, as the case may be, received by the
Stockholder as a result of the Merger, as amended, determined as of the
Effective Time of the Merger, over (B) the fair market value of the Original
Merger Consideration determined as of the time of the first increase in the
amount of the Original Merger Consideration.
(iv) For purposes of this Section 3(e), the fair market value of any
non-cash consideration consisting of:
(A) securities listed on a national securities exchange or traded on the
NASDAQ/NMS shall be equal to the average closing price per share of
such security as reported on such exchange or NASDAQ/NMS for the five
trading days after the date of determination; and
(B) consideration which is other than cash or securities of the form
specified in clause (A) of this Section 3(e)(iv) shall be determined
by a nationally recognized independent investment banking firm
mutually agreed upon by the parties within 10 business days of the
event requiring selection of such banking firm; provided, however,
that if the parties are unable to agree within two business days after
the date of such event as to the investment banking firm, then the
parties shall each select one firm, and those firms shall select a
third investment banking firm, which third firm shall make such
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determination; provided further, that the fees and expenses of such
investment banking firm shall be borne equally by Buyer, on the one
hand, and the Stockholders, on the other hand. The determination of
the investment banking firm shall be binding upon the parties.
(v) Any payment under this Section 3(e) shall (x) if paid in cash, be paid
by wire transfer of same day funds to an account designated by Buyer and (y) if
paid through a mutually agreed transfer of securities, be paid through delivery
of such securities, suitably endorsed for transfer.
5. Additional Agreements of Stockholders. Each of the Stockholders owns
validly issued and outstanding Company Options and Company Warrants to acquire a
number of shares of Company Common Stock, in each case as set forth opposite his
name on Schedule A attached hereto. The Stockholders shall not Dispose of such
Company Options and Company Warrants. For the avoidance of doubt, any shares of
Common Stock received by any Stockholder upon exercise of any Company Options or
Company Warrants shall automatically at such time become "Shares" for all
purposes hereunder. Each Stockholder who holds Company Options or Company
Warrants shall enter into a Cancellation Agreement prior to the Effective Time.
6. Further Assurances. From time to time, at any party's request and
without further consideration, each other party shall execute and deliver such
additional documents and take all such further action as may reasonably be
necessary or desirable to consummate and make effective, in the most expeditious
manner practicable, the transactions contemplated by this Agreement.
7. Certain Events. Each Stockholder agrees that this Agreement and the
obligations hereunder shall attach to such Stockholder's Shares and shall be
binding upon any Person to which legal or beneficial ownership of such Shares
shall pass, whether by operation of law or otherwise, including, without
limitation, such Stockholder's heirs, guardians, administrators or successors,
or as a result of any divorce.
8. Stop Transfer. Each Stockholder agrees with, and covenants to, the Buyer
that such Stockholder shall not request that the Company register the transfer
(book-entry or otherwise) of any certificate or uncertificated interest
representing any of such Stockholder's Shares, unless such transfer is made in
compliance with this Agreement. Each Stockholder agrees, with respect to any
Shares in certificated form, that such Stockholder will tender to the Company,
within ten business days after the date hereof, the certificates representing
such Shares and the Company will inscribe upon such certificates the following
legend:
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"THE SHARES OF ON-POINT TECHNOLOGY SYSTEMS, INC. (THE "COMPANY")
REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A VOTING AGREEMENT DATED AS
OF JANUARY 7, 2000, AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED, EXCEPT IN
ACCORDANCE THEREWITH. COPIES OF SUCH AGREEMENT MAY BE OBTAINED AT THE
PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY."
9. Termination. This Agreement shall terminate upon the earlier of (a) the
termination of the Merger Agreement or (b) the Effective Time; provided,
however, that, notwithstanding the foregoing, this Agreement shall terminate six
months after the termination of the Merger Agreement if (a) any of the
Stockholders breach their obligations under this Agreement, (b) the Merger
Agreement is terminated pursuant to Section 9.2(a), Section 9.3 or Section 9.5
in each case under circumstances in which the Buyer is or may become entitled to
payment of a Termination Fee, or (c) the Merger Agreement is terminated pursuant
to Section 9.2(b) and a Company Acquisition Proposal has been made. The date of
termination of this Agreement is referred to herein as the "Termination Date".
10. Releases. (a) Other than with respect to (i) any Company Merger
Consideration or Option and Warrant Consideration to be received by such
Stockholder pursuant to the Merger Agreement, (ii) any rights to indemnification
from the Company or any Company Subsidiary and (iii) any compensation or
benefits (such as, without limitation, salary, accrued vacation or health
benefits) which such Stockholder is entitled to receive pursuant to his or her
employment, any employment agreement or similar agreement or arrangement with,
or benefit plan of, the Company or any Company Subsidiary effective prior to the
consummation of the Merger, each Stockholder hereby irrevocably waives and
releases all known and unknown claims it may have against the Company and the
Company Subsidiaries, the Buyer, any subsidiary of the Buyer, or any present and
former directors, officers, agents and employees of the Company and the Company
Subsidiaries, or the Buyer or any subsidiary of the Buyer, from any and all
actions, claims, causes of action or liabilities of any nature, in law or
equity, known or unknown, and whether or not heretofore asserted, which such
Stockholder ever had, now has or hereafter can, shall or may have against any of
the foregoing for, upon or by reason of any matter, cause or thing whatsoever
from the formation of the Company and each Company Subsidiary up and to the time
immediately prior to the consummation of the Merger.
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11. Miscellaneous.
(a) Entire Agreement; Assignment. This Agreement (i) constitutes the
entire agreement among the parties with respect to the subject matter hereof and
supersedes all other prior agreements and understandings, both written and oral,
among the parties with respect to the subject matter hereof and (ii) shall not
be assigned by operation of law or otherwise without the prior written consent
of (A) in the case of an assignment by an Stockholder, the Buyer, and (B) in the
case of an assignment by the Buyer, each Stockholder.
(b) Amendments. This Agreement may not be modified, amended, altered or
supplemented, except upon the execution and delivery of a written agreement
executed by the parties hereto; provided, however, that Schedule A may be
supplemented by the Buyer without the agreement of any other party, by adding
the name and other relevant information concerning any stockholder of the
Company who agrees to be bound by the terms of this Agreement, and thereafter
such added stockholder shall be treated as a "Stockholder" for all purposes of
this Agreement.
(c) Notices. All notices and other communications under this Agreement
shall be in writing and shall be given (and shall be deemed to have been duly
given upon receipt) by delivery in person, facsimile, telex or other standard
form of telecommunications, by courier service, or by registered or certified
mail, postage prepaid, return receipt requested, addressed
if to the Buyer, to:
GTECH Corporation
00 Xxxxxxxxxx Xxx
Xxxx Xxxxxxxxx, XX 00000
Attention: General Counsel
Fax: (000) 000-0000
Phone: (000) 000-0000
and if to a Stockholder, to such Stockholder's address or facsimile number
set forth in Schedule A hereto,
or to such other address or facsimile number as the Person to whom notice is
given shall have previously furnished to the others in writing in the manner set
forth above.
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(d) Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Nevada without giving effect to the
conflicts of laws principles thereof. Each Stockholder and Buyer irrevocably
submit to the non-exclusive jurisdiction of any California State or United
States Federal court sitting in the County of Los Angeles over any suit, action
or proceeding arising out of or relating to this Agreement. Each Stockholder and
Buyer irrevocably waive, to the fullest extent permitted by law, any objection
which it may now or hereafter have to the laying of the venue of any such
proceeding brought in any such court and any claim that any such proceeding
brought in such court has been brought in an inconvenient forum. Each
Stockholder and Buyer agree that final judgment in any such suit, action or
proceeding brought in such a court shall be conclusive and binding on it and may
be enforced in any court to the jurisdiction of which it is subject by a suit
upon such judgment. Each Stockholder and Buyer hereby irrevocably consent to
service of copies of the summonses and complaints and any other process. Such
service may be made by mailing or delivering a copy of such process to their
respective addresses set forth above or by any other means provided for by
applicable law.
(e) Enforcement. The parties agree that irreparable damage would occur in
the event that any of the provisions of this 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 seek an injunction or
injunctions to prevent breaches of this Agreement and to enforce specifically
the terms and provisions of this Agreement and no Stockholder shall oppose the
granting of such relief.
(f) 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
when taken together shall constitute one and the same Agreement.
(g) Descriptive Headings. The descriptive headings used herein are
inserted for convenience of reference only and are not intended to be part of or
to affect the meaning or interpretation of this Agreement.
(h) Severability. Whenever possible, each provision or portion of any
provision of this Agreement will be interpreted in such manner as to be
effective and valid under applicable law, but if any provision or portion of any
provision of this Agreement is held to be invalid, illegal or unenforceable in
any respect under any applicable law or rule in any jurisdiction, such
invalidity, illegality or unenforceability will not affect any other provision
or portion of any provision in such jurisdiction, and this Agreement will be
reformed, construed and enforced in such jurisdiction as if such invalid,
illegal or unenforceable provision or portion of any provision had never been
contained herein.
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(i) Definitions; Construction. For purposes of this Agreement:
(i) "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 ownership
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" as
described in Rule 13d-5 under the Exchange Act.
(ii) "Person" shall mean an individual, corporation, partnership, limited
liability company, joint venture, association, trust, unincorporated
organization or other entity.
(iii) In the event of a stock dividend or distribution, or any change in
the Company Common Stock by reason of any stock dividend, split-up,
recapitalization, combination, exchange of shares or the like, the term "Shares"
shall be deemed to refer to and include the Shares as well as all such stock
dividends and distributions related to the Shares and any shares into which or
for which any or all of the Shares may be changed or exchanged.
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IN WITNESS WHEREOF, the Buyer and each Stockholder have caused this
Agreement to be duly executed as of the day and year first above written.
GTECH CORPORATION
By:/s/ Xxxxxx X. Xxxxxx
--------------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Chief Operating Officer
Address: 00 Xxxxxxxxxx Xxx
Xxxx Xxxxxxxxx, XX 00000
By: /s/ Xxxxxx X. Xxxx
--------------------------------------------
Xxxxxx X. Xxxx
Address: 0000 Xxxxxxxxxxx Xx.
Xxx Xxxxx, XX 00000
By: /s/ Xxxx X. Xxxxxxx
--------------------------------------------
Xxxx X. Xxxxxxx
Address: 000 Xxx Xx.
Xxx Xxxxx, XX 00000
By: /s/ Xxxxx X. Xxxxxxx
--------------------------------------------
Xxxxx X. Xxxxxxx
Address: 0000 Xxxx Xx.
Xxxxxxxx, XX 00000
By: /s/ Xxxxxxxxx Xxxxxxxx
--------------------------------------------
Xxxxxxxxx Xxxxxxxx
Address: 0000 Xxxx Xxx Xxxxxx Xxxxxxxxx
Xxxxx 000
Xxx Xxxxxx, XX 00000
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VANGUARD STRATEGIES, INC.
By: /s/ Xxxxxxxxx Xxxxxxxx
--------------------------------------------
Xxxxxxxxx Xxxxxxxx
Address: 000 Xxx Xxxxxx
Xxx Xxxxx, XX 00000
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Schedule A
STOCKHOLDER NAME
AND ADDRESS CLASS OF SHARES NUMBER OF SHARES VOTING POWER
------------ ---------------- ------------------ ---------------
XXXX FAMILY TRUST
Xxxxxx X. & Xxxxxxxxx
Xxxxxxxxxx-Xxxx as Trustees
0000 Xxxxxxxxxxx Xxxxxx
Xxx Xxxxx, XX 00000 Common Stock 520,122 520,122
XXXXXX X. & XXXXXXXXX
XXXXXXXXXX-XXXX
0000 Xxxxxxxxxxx Xxxxxx
Xxx Xxxxx, XX 00000 Common Stock 35,556 35,556
XXXXXX X. XXXX
0000 Xxxxxxxxxxx Xxxxxx Common Stock 7,904 7,904
Xxx Xxxxx, XX 00000 Options - Not Vested 100,000 100,000
XXXXXXXXX XXXXXXXX Common Stock 40,000 40,000
000 Xxx Xxxxxx Options - Vested 1,360,000 1,360,000
Xxx Xxxxx, XX 00000 Warrants 500,000 500,000
VANGUARD STRATEGIES, INC.
(owned by Xxxxxxxxx Xxxxxxxx)
000 Xxx Xxxxxx Options - Not Vested 50,000 50,000
Xxx Xxxxx, XX 00000 Warrants 950,000 950,000
XXX ACCOUNT:
Xxxxx X. Xxxxxxx, as Beneficiary
0000 Xxxx Xxxxx
Xxxxxxxx, XX 00000 Common Stock 33,333 33,333
XXXXX X. XXXXXXX Common Stock 14,500 14,500
0000 Xxxx Xxxxx Options - Vested 87,900 87,900
Xxxxxxxx, XX 00000 Options - Not Vested 118,000 118,000
XXXXX X. & XXXXXXXX XXXXXXX
0000 Xxxx Xxxxx
Xxxxxxxx, XX 00000 Common Stock 2,000 2,000
XXXX XXXXXXX Common Stock 201,667 201,667
0000 Xxxxx Xxxxx Xxxxx Options - Vested 60,000 60,000
Xxxxx, XX 00000 Options - Not Vested 10,000 10,000
