EXHIBIT 2
VOTING AGREEMENT
This VOTING AGREEMENT (the "Agreement"), dated as of July 13, 2005, is
entered into by and among Xxxxxx International Holdings Pty Ltd., a corporation
incorporated under the laws of the Australian Capital Territory A.B.N. 57 057
585 869 ("Xxxxxx"), Xxxxx X. Xxxxxxxx, Xxxxxxx X. Xxxxxx, Xxxxxxxx X. Xxxx, Xxxx
X. Xxxxxx and Xxxxxx X. Xxxxxx (each a "Supporting Shareholder" and
collectively, the "Supporting Shareholders"). Each of Xxxxxx and the Supporting
Shareholders is sometimes referred to herein as a "Party" and collectively, as
the "Parties." Capitalized terms used in this Agreement without definition shall
have the meanings assigned to them in the Merger Agreement.
WHEREAS, Xxxxxx, Xxxxxx Acquisition Co., a Texas corporation and wholly
owned subsidiary of Xxxxxx ("Merger Sub"), and Tipperary Corporation, a Texas
corporation (the "Company"), have entered into an Agreement and Plan of Merger
dated as of July 1, 2005, as amended by that certain Amended and Restated
Agreement and Plan of Merger dated as of July 4, 2005 (the "Merger Agreement"),
pursuant to which Xxxxxx, Merger Sub and the Company have agreed, upon the terms
and subject to the conditions set forth therein, to merge Merger Sub with and
into the Company, with the Company continuing as the surviving corporation (the
"Merger"), and upon consummation of the Merger, each outstanding share of common
stock, par value $1.00 per share, of Merger Sub, shall be converted into one
share of common stock, par value $0.02 per share, of the Company (the "Common
Stock"), and each share of Common Stock issued and outstanding immediately prior
to the effective time of the Merger Agreement, excluding any shares of Common
Stock owned by Xxxxxx, Merger Sub or the Company or any of their respective
subsidiaries or any shareholders properly exercising rights to dissent pursuant
to Article 5.12 of the Texas Business Corporation Act, shall be converted into
and represent the right to receive in cash, without interest, an amount equal to
the Merger Consideration;
WHEREAS, as of the date hereof, each Supporting Shareholder is the
respective record and beneficial owner of, and has the sole right to vote and
dispose of, the number of shares of Common Stock set forth opposite his name
immediately below (the "Shares");
Xxxxx X. Xxxxxxxx 38,128(1)
Xxxxxxx X. Xxxxxx 9,158
Xxxxxxxx X. Xxxx 0
Xxxx X. Xxxxxx 97,000
Xxxxxx X. Xxxxxx 0
WHEREAS, as a condition to closing under that certain Amended and
Restated Interest Purchase Agreement (the "IPA"), dated as of July 4, 2005, by
and between
--------------------------
(1) Total includes 4,440 held by his wife.
Slough Estates plc, a public limited company organized under the laws of England
and Wales, and Xxxxxx, Xxxxxx has required that each of the Supporting
Shareholders agree, and each of the Supporting Shareholders is willing to agree,
to the matters set forth herein; and
WHEREAS, closing under the IPA is a condition to closing under the
Merger Agreement;
NOW, THEREFORE, in consideration of the foregoing, the benefits to the
Supporting Shareholders under the Merger Agreement, the agreements set forth
below, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the Parties agree as follows:
ARTICLE I
VOTING OF SHARES
1.1 Voting Agreement.
Each of the Supporting Shareholders hereby agrees to vote, or to cause
to be voted, all of his respective Shares at any annual, special or other
meeting of the shareholders of the Company, and at any adjournment or
adjournments thereof, or pursuant to any consent in lieu of a meeting or in any
other circumstances upon which any vote or consent or other approval of the
shareholders of the Company is sought, which such Supporting Shareholder has the
right to so vote:
(a) in favor of the approval and adoption of the Merger
Agreement, the Merger and any actions required in furtherance thereof;
(b) against any proposal to the shareholders of the Company
that would be reasonably likely to prevent the consummation of the Merger or to
result in the breach by the Company of the Merger Agreement;
(c) against (i) any significant corporate transaction, such as
a merger, consolidation, share exchange, rights offering, reorganization,
recapitalization, reclassification or liquidation involving the Company or any
of its subsidiaries, other than the Merger, (ii) any Acquisition Proposal, other
than the Merger, or (iii) any action that could materially impede, interfere
with, delay, postpone or adversely affect the consummation of the Merger or the
transactions contemplated by the Merger Agreement or this Agreement;
(d) against any change in the composition of the Board of
Directors of the Company, other than as contemplated by the Merger Agreement;
and
(e) against any amendment to the Articles of Incorporation of
the Company or the Bylaws of the Company, as amended.
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1.2 Irrevocable Proxy.
Each Supporting Shareholder hereby irrevocably appoints Xxxxxx and each
of its executive officers from and after the date hereof until the earlier to
occur of the Effective Time and the termination of this Agreement pursuant to
Section 6.3 (at which point such appointment shall automatically terminate) as
such Supporting Shareholder's sole and exclusive attorneys, agents and proxies
(such constitution and appointment, the "Irrevocable Proxy"), with full power of
substitution and resubstitution, to vote and otherwise act with respect to all
of such Supporting Shareholder's Shares at any meeting of the shareholders of
the Company (whether annual or special and whether or not an adjourned or
postponed meeting), and in any action by written consent of the shareholders of
the Company, on the matters and in the manner specified in Section 1.1. THIS
PROXY AND POWER OF ATTORNEY ARE IRREVOCABLE AND COUPLED WITH AN INTEREST AND, TO
THE EXTENT PERMITTED UNDER APPLICABLE LAW, SHALL BE VALID AND BINDING ON ANY
PERSON TO WHOM A SUPPORTING SHAREHOLDER MAY TRANSFER ANY OF HIS SHARES IN BREACH
OF THIS AGREEMENT. Upon the execution of this Agreement, all prior proxies and
powers of attorney given by each Supporting Shareholder with respect to all of
such Supporting Shareholder's Shares issued or issuable in respect thereof on or
after the date of this Agreement are hereby revoked, and no subsequent proxy or
power of attorney shall be given (and if given, shall not be effective) by such
Supporting Shareholder. Any obligation of a Supporting Shareholder shall be
binding on the successors and assigns of such Supporting Shareholder.
1.3 Prohibition.
Each Supporting Shareholder hereby agrees not to enter into any
agreement or understanding with any Person the effect of which would be
inconsistent with, or violative of, the provisions of this Agreement.
ARTICLE II
REPRESENTATIONS AND WARRANTIES OF THE SUPPORTING SHAREHOLDERS
Each Supporting Shareholder represents and warrants to Xxxxxx and the
other Supporting Shareholders with respect to himself as follows:
2.1 Binding Agreement.
The Supporting Shareholder has full power and authority to execute and
deliver this Agreement and to consummate the transactions contemplated hereby.
No other actions on the part of the Supporting Shareholder are necessary to
consummate the transactions contemplated by this Agreement. This Agreement has
been duly and validly executed and delivered by the Supporting Shareholder and
(assuming due authorization, execution and delivery by Xxxxxx and Merger Sub)
this Agreement constitutes a valid and binding obligation of the Supporting
Shareholder, enforceable against the Supporting Shareholder in accordance with
its terms.
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2.2 No Conflict.
Neither the execution and delivery of this Agreement by the Supporting
Shareholder, nor the consummation by the Supporting Shareholder of the
transactions contemplated hereby, nor compliance by the Supporting Shareholder
with any of the terms or provisions hereof, will (a) violate any law, judgment,
order, writ, decree or injunction applicable to the Supporting Shareholder, or
any of his properties or assets, or (b) violate, conflict with, result in a
breach of any provision of or the loss of any benefit under, constitute a
default (or an event which, with notice or lapse of time, or both, would
constitute a default) under, result in the termination of or a right of
termination or cancellation under, accelerate the performance required by, or
result in the creation of any security interests, liens, charges, security
interests, options, claims, mortgages, pledges, proxies, voting trusts or
agreements, obligations, understandings or arrangements or other restrictions on
title or transfer of any nature whatsoever ("Encumbrances") (other than
Encumbrances created by this Agreement) upon any of the properties or assets of
the Supporting Shareholder under, any of the terms, conditions or provisions of
any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or
other instrument or obligation to which the Supporting Shareholder is a party,
or by which him or any of his properties or assets may be bound or affected.
2.3 Ownership of Shares.
The Supporting Shareholder is the record and beneficial owner (as
defined Section 4.3 hereof) of the number of Shares set forth in the recitals
hereto, free and clear of any Encumbrances and free from any other limitation or
restriction (including, but not limited to, any restriction on the right to
vote, sell or otherwise dispose of the Supporting Shareholder's Shares, subject
to applicable securities laws). There are no outstanding options or other rights
to acquire from the Supporting Shareholder, or obligations of the Supporting
Shareholder to sell or to dispose of, any of the Supporting Shareholder's
Shares. The Supporting Shareholder holds exclusive power to vote the number of
Shares set forth in the recitals hereto, subject to the limitations set forth in
Article I hereof. As of the date of this Agreement, the number of the Supporting
Shareholder's Shares set forth in the recitals hereto represents all of the
shares of capital stock of the Company owned by the Supporting Shareholder, and
the Supporting Shareholder does not own any options or other rights to acquire
shares of capital stock of the Company except for the warrants and options
disclosed in the attached Schedule 2.3. The Supporting Shareholder has sole
voting power and sole power to issue instructions with respect to the matters
set forth in Section 1.1 hereof, sole power of disposition and sole power to
agree to all of the matters set forth in this Agreement, in each case with
respect to all of the Supporting Shareholder's Shares, with no limitations,
qualifications or restrictions on such rights (subject to applicable securities
laws).
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ARTICLE III
REPRESENTATIONS AND WARRANTIES OF XXXXXX
Xxxxxx represents and warrants to each of the Supporting Shareholders
as follows:
3.1 Binding Agreement.
Xxxxxx is a corporation, duly organized, validly existing and in good
standing under the laws of the Australian Capital Territory and has full power
and authority to execute and deliver this Agreement and to consummate the
transactions contemplated hereby. The execution and delivery of this Agreement
and the consummation of the transactions contemplated by this Agreement have
been duly and validly approved by its board of directors, and no other corporate
actions on the part of Xxxxxx are necessary to approve this Agreement and to
consummate the transactions contemplated hereby. This Agreement has been duly
and validly executed and delivered by Xxxxxx and (assuming due authorization,
execution and delivery by the other Parties) this Agreement constitutes a valid
and binding obligation of Xxxxxx, enforceable against Xxxxxx in accordance with
its terms.
3.2 No Conflict.
Neither the execution and delivery of this Agreement by Xxxxxx, nor the
consummation by Xxxxxx of the transactions contemplated hereby, nor compliance
by Xxxxxx with any of the terms or provisions hereof, will (a) violate any
provision of its certificate of incorporation, bylaws or other similar
governmental documents of Xxxxxx, (b) violate any law, judgment, order, writ,
decree or injunction applicable to Xxxxxx, or any of its properties or assets,
or (c) violate, conflict with, result in a breach of any provision of or the
loss of any benefit under, constitute a default (or an event which, with notice
or lapse of time, or both, would constitute a default) under, result in the
termination of or a right of termination or cancellation under, accelerate the
performance required by, or result in the creation of any Encumbrance (other
than Encumbrances created by this Agreement) upon any of the properties or
assets of Xxxxxx under, any of the terms, conditions or provisions of any note,
bond, mortgage, indenture, deed of trust, license, lease, agreement or other
instrument or obligation to which Xxxxxx is a party, or by which it or any of
its properties or assets may be bound or affected.
ARTICLE IV
TRANSFER AND OTHER RESTRICTIONS
4.1 Certain Prohibited Transfers. During the period commencing on the
date hereof and continuing until this Agreement terminates:
(a) Each Supporting Shareholder agrees, with respect to his
respective Shares, not to:
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(i) directly or indirectly offer for sale, sell, sell
short, transfer (including gift), tender, pledge, encumber, assign or
otherwise dispose of, or enter into any contract, option or other
arrangement or understanding with respect to or consent to the offer
for sale, sale, transfer, tender, pledge, encumbrance, assignment or
other disposition of, any such Shares or any interest therein, except
as provided in this Agreement or pursuant to the Merger; or
(ii) grant any proxy or power of attorney, deposit
any such Shares into a voting trust, or enter into a voting agreement
or other arrangement with respect to any Shares, except as provided in
this Agreement or pursuant to the Merger; and
(b) Without limiting the generality of Section 4.1(a) above,
each Supporting Shareholder agrees with and covenants to Xxxxxx that it shall
not request that the Company register the transfer (book-entry or otherwise) of
any certificate or uncertificated interest representing the Shares unless the
such transfer is made in compliance with this Agreement or pursuant to the
Merger.
4.2 Additional Shares.
Without limiting the provisions of the Merger Agreement, in the event
(a) of any stock dividend, stock split, recapitalization, reclassification,
combination or exchange of shares of capital stock of the Company on, of or
affecting a Supporting Shareholder's respective Shares or (b) such Supporting
Shareholder shall become the beneficial owner or record owner of any additional
shares of capital stock of the Company, including pursuant to the exercise of
options, warrants or other securities entitling the holder thereof to vote or
give consent with respect to the matters set forth in Article I hereof, in each
case, then the terms of this Agreement shall apply to the shares of capital
stock or other securities of the Company held by such Supporting Shareholder
immediately following the effectiveness of the events described in clause (a),
or such Supporting Shareholder becoming the beneficial or record owner thereof,
as described in clause (b), as though they were Shares of such Supporting
Shareholder hereunder. Each Supporting Shareholder hereby agrees, while this
Agreement is in effect, to notify Xxxxxx of the number of any new Shares or
options to acquire capital stock in the Company acquired by such Supporting
Shareholder, if any, after the date hereof.
4.3 Beneficial Ownership.
For purposes of this Agreement, the phrase "beneficial ownership" and
words of similar import shall have the meaning ascribed to it in Rule 13d-3
under the Exchange Act; without duplicative counting of the same, securities
beneficially owned by a Person shall include securities beneficially owned by
all other Persons with whom such Person would constitute a "group" within the
meaning of Rule 13d-3 of the Exchange Act.
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ARTICLE V
NO SOLICITATION
During the period commencing on the date hereof and continuing until
this Agreement terminates, no Supporting Shareholder shall (whether directly or
indirectly through his affiliates, investment bankers, attorneys, accountants,
financial advisors, agents or other representatives) directly or indirectly,
initiate, solicit, knowingly encourage or knowingly facilitate (including by way
of furnishing information) any inquiries with respect to or the making of any
Acquisition Proposal.
ARTICLE VI
MISCELLANEOUS
6.1 Brokerage.
Each Supporting Shareholder represents and warrants that there are no
claims for finder's fees or brokerage commissions or other like payments in
connection with this Agreement or the transactions contemplated hereby. Each
Supporting Shareholder shall indemnify and hold harmless Xxxxxx from and against
any and all claims or liabilities for finder's fees or brokerage commissions or
other like payments incurred by such Supporting Shareholder by reason of any
action taken by such Supporting Shareholder.
6.2 Specific Enforcement.
Each Supporting Shareholder recognizes and acknowledges that a breach
by him of any covenants or agreements contained in this Agreement will cause
Xxxxxx to sustain damages for which it would not have an adequate remedy at law
for money damages, and therefore each Supporting Shareholder agrees that in the
event of any such breach Xxxxxx shall be entitled to the remedy of specific
performance of such covenants and agreements and injunctive and other equitable
relief in addition to any other remedy to which Xxxxxx may be entitled, at law
or in equity.
6.3 Termination.
This Agreement shall terminate on the earliest of (a) the termination
of the Merger Agreement in accordance with its terms, including any termination
thereof by the Company to concurrently enter into an agreement providing for a
Superior Proposal in accordance with the terms thereof, (b) the agreement of
each of the Parties to terminate this Agreement, and (c) the consummation of the
Merger. Termination shall not relieve any party from liability for any
intentional breach of its obligations hereunder committed prior to such
termination.
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6.4 Survival.
The representations and warranties of the Parties contained in this
Agreement shall terminate upon the consummation of the Merger, except for the
representation given in Paragraph 2.3 which shall survive the termination of
this Agreement for a period of two years.
6.5 Notices.
Unless otherwise specified herein, any notice to be given or to be
served upon any Party in connection with this Agreement must be in writing
(which may include facsimile) and will be deemed to have been given and received
when (a) delivered to the address specified by the Party to receive the notice,
if delivered personally, (b) five days after deposited with the U.S. postal
service for delivery by first class mail, (c) immediately upon delivery by
facsimile if a confirmation is retained and (d) one day after deposit with a
nationally recognized overnight carrier for next-day delivery. Such notices
shall be given to the Parties at their respective addresses set forth below. Any
Party may, at any time by giving five business days' prior written notice to the
other Parties, designate any other address in substitution of the foregoing
address to which such notice will be given.
(a) if Xxxxxx, to
Xxxxxx International Holdings Pty Ltd.
Ground Floor Xxxxxx House
00 Xxxx Xxxxxxx Xxxxxx
Xxxxxxxx 0000
Xxxxx Xxxxxxxxx
Telephone: 00 0 0000 0000
Facsimile: 61 8 8218 5287
Attention: Company Secretary
with a copy to:
Chamberlain, Hrdlicka, White, Xxxxxxxx & Xxxxxx
0000 Xxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxx 00000
Telephone: 000 000-0000
Facsimile: 713 658-2553
Attention: Xxxxx X. Xxxxxx, Xx.
(b) if to the Supporting Shareholders, to:
c/o Tipperary Corporation
000 Xxxxxxxxxxx Xxxxxx
Xxxxx 0000
Xxxxxx, Xxxxxxxx 00000
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6.6 Certain Events.
Each Supporting Shareholder agrees that this Agreement and the
obligations hereunder shall attach to such Supporting Shareholder's respective
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.
6.7 Entire Agreement.
This Agreement (including the documents and instruments referred to
herein) constitutes the entire agreement and supersedes all other prior
agreements and understandings, both written and oral, among the Parties, or any
of them, with respect to the subject matter hereof.
6.8 Amendment; Release.
This Agreement may not be modified, amended, altered or supplemented
except upon the execution and delivery of a written agreement executed by each
of the Parties.
6.9 Successors and Assigns.
This Agreement shall not be assigned by operation of law or otherwise
without the prior written consent of the other Parties, except that Xxxxxx may
assign its rights under this Agreement to the same extent that it may assign its
rights under the Merger Agreement. This Agreement will be binding upon, inure to
the benefit of and be enforceable by each Party and such Party's respective
heirs, beneficiaries, executors, representatives and permitted assigns.
6.10 Counterparts.
This Agreement may be executed by facsimile and in two or more
counterparts, each of which shall be deemed to be an original, but all of which
together shall constitute one and the same instrument.
6.11 Governing Law.
This Agreement shall be governed by and construed in accordance with
the laws of the State of Texas without giving effect to any of the conflict of
law rules thereof.
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6.12 Severability.
Any term or provision of this Agreement which is invalid or
unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective
to the extent of such invalidity or unenforceability without rendering invalid
or unenforceable the remaining terms and provisions of this Agreement or
affecting the validity or enforceability of any of the terms or provisions of
this Agreement in any other jurisdiction. If any provision of this Agreement is
so broad as to be unenforceable, the provision shall be interpreted to be only
so broad as is enforceable.
6.13 Headings.
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.
6.14 Further Assurances.
Each Supporting Shareholder shall, upon request of Xxxxxx or
the Company, execute and deliver any additional documents and take such actions
as may reasonably be deemed by Xxxxxx or the Company to be necessary or
desirable to carry out the provisions hereof.
6.15 Remedies Cumulative.
All rights, powers and remedies provided under this Agreement or
otherwise available in respect hereof at law or in equity shall be cumulative
and not alternative, and the exercise of any thereof by any Party shall not
preclude the simultaneous or later exercise of any other such right, power or
remedy by such Party.
6.16 No Waiver.
The failure of any Party to exercise any right, power or remedy
provided under this Agreement or otherwise available in respect hereof at law or
in equity, or to insist upon compliance by the other Parties with its respective
obligations hereunder, shall not constitute a waiver by such Party of its right
to exercise any such right or other right, power or remedy or to be demand such
compliance.
******
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Each of the Parties has executed this Agreement effective as of the
date first written above.
Signed for and on behalf of
XXXXXX INTERNATIONAL
HOLDINGS PTY LTD.
A.B.N. 57 057 585 869 by its duly
appointed Attorney in the presence of:
/s/ Xxxxxxxxx X. Xxxxx
--------------------------------------
Witness
Printed Name: Xxxxxxxxx X. Xxxxx
------------------------
/s/ Xxxxxx X. Xxxxxx
--------------------------------------
Attorney
Printed Name: Xxxxxx X. Xxxxxx
------------------------
/s/ Xxxxx X. Xxxxxxxx
--------------------------------------
Xxxxx X. Xxxxxxxx
/s/ Xxxxxxx X. Xxxxxx
--------------------------------------
Xxxxxxx X. Xxxxxx
/s/ Xxxxxxxx X. Xxxx
--------------------------------------
Xxxxxxxx X. Xxxx
/s/ Xxxx X. Xxxxxx
--------------------------------------
Xxxx X. Xxxxxx
/s/ Xxxxxx X. Xxxxxx
--------------------------------------
Xxxxxx X. Xxxxxx
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SCHEDULE 2.3
VOTING AGREEMENT SCHEDULE
OF SUPPORTING SHAREHOLDERS' GRANTED OPTIONS AND WARRANTS OUTSTANDING AS OF
JULY 7, 2005
Warrant DATE OF EXERCISE # of
Holder or Option XXXXX XXXXX shares
------ --------- ----- -------- ---------
Xxxxx X Xxxxxxxx Warrant 10/01/90 $2.00 201,900
Xxxxx X Xxxxxxxx Warrant 04/01/96 $4.63 50,000
Xxxxx X Xxxxxxxx Opt ('87 Plan) 10/09/96 $3.63 25,000
Xxxxx X Xxxxxxxx Warrant 08/26/97 $4.25 50,000
Xxxxx X Xxxxxxxx Warrant 09/24/99 $1.50 50,000
Xxxxx X Xxxxxxxx Warrant 01/03/00 $1.50 100,000
Xxxxx X Xxxxxxxx Warrant 02/03/03 $1.81 40,000
Xxxxx X Xxxxxxxx Warrant 01/10/05 $4.95 200,000
---------
Subtotal, Xxxxx Xxxxxxxx 716,900
Xxxxxxx X Xxxxxx Warrant 07/11/96 $4.31 50,000
Xxxxxxx X Xxxxxx Warrant 08/26/97 $4.25 15,000
Xxxxxxx X Xxxxxx Warrant 09/24/99 $1.50 200,000
Xxxxxxx X Xxxxxx Warrant 02/03/03 $1.81 10,000
Xxxxxxx X Xxxxxx Warrant 01/10/05 $4.95 50,000
---------
Subtotal, Xxx Xxxxxx 325,000
Xxxxxxxx X Xxxx Warrant 08/26/97 $4.25 25,000
---------
Subtotal, Xxxxxxxx Xxxx 25,000
Xxxx X Xxxxxx Opt ('87 Plan) 10/13/95 $4.75 10,000
Xxxx X Xxxxxx Opt ('87 Plan) 01/24/96 $4.63 40,000
Xxxx X Xxxxxx Opt ('87 Plan) 10/09/96 $3.63 20,000
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VOTING AGREEMENT SCHEDULE
OF SUPPORTING SHAREHOLDERS' GRANTED OPTIONS AND WARRANTS OUTSTANDING AS OF
JULY 7, 2005
Warrant DATE OF EXERCISE # of
Holder or Option XXXXX XXXXX shares
------ --------- ----- -------- ---------
Xxxx X Xxxxxx Opt ('97 Plan) 10/01/97 $4.38 25,000
Xxxx X Xxxxxx Opt ('97 Plan) 10/01/98 $2.50 20,000
Xxxx X Xxxxxx Warrant 01/30/01 $3.75 50,000
Xxxx X Xxxxxx Warrant 02/03/03 $1.81 20,000
Xxxx X Xxxxxx Warrant 01/10/05 $4.95 25,000
---------
Subtotal Xxxx Xxxxxx 210,000
Xxxxxx X. Xxxxxx Opt ('97 Plan) 06/10/02 $1.80 17,500
Xxxxxx X. Xxxxxx Opt ('97 Plan) 02/03/03 $1.81 5,000
Xxxxxx X. Xxxxxx Opt ('97 Plan) 01/10/05 $4.95 25,000
---------
Subtotal, Xxx Xxxxxx 47,500
---------
Total for Options and Warrants 1,324,400
=========
Note: This list of outstanding options and warrants includes those not yet
vested, but vesting immediately after a change in control or prior to
a merger.
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