Exhibit D
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
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 Consel
________________________
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
preferred stock OF AMERICA
By: /s/ Xxxxxx X. Xxxxx
__________________________
Name: Xxxxxx X. Xxxxx
________________________
Title: Managing Partner,
VMF Capital LLC
________________________
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Existing Securities Address
331,953 of Company XXXX XXXX
Common Stock
Options exercisable for
shares of Company /s/ Xxxx Xxxx
Common Stock _______________________________
(Signature)
Existing Securities Address
389,532 XXXXXX XXXXXXXX
Options exercisable for
shares of Company /s/ Xxxxxx Xxxxxxxx
Common Stock _______________________________
(Signature)
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