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EXHIBIT B-3
VOTING AGREEMENT
(Xxxxxxx Xxxxxx)
VOTING AGREEMENT, dated as of April 26, 2001 (this "Agreement"), by
and among WorldPages Merger Subsidiary, Inc., a Delaware corporation ("Merger
Sub"), and XxxxxXxxxx.xxx, Inc., a Delaware corporation (the "Company") and
Xxxxxxx Xxxxxx and each of his Affiliates listed on Schedule 2(c) attached
hereto (each, a "Stockholder" and collectively, the "Stockholders").
RECITALS
Merger Sub, TransWestern Publishing Company, LLC, a Delaware limited
liability company ("Parent"), and the Company propose to enter into an Agreement
and Plan of Merger, dated as of the date hereof (as the same may be amended or
supplemented, the "Merger Agreement"), providing for the merger of Merger Sub
with and into the Company, in which the Company will be the surviving entity,
upon the terms and subject to the conditions set forth in the Merger Agreement.
Capitalized terms used but not defined herein shall have the meanings set forth
in the Merger Agreement as entered into on the date hereof.
As of the date hereof, the Stockholders are the record and
beneficial owners or have the power of attorney to vote and transfer an
aggregate of 945,618 of Company Common Stock (the "Existing Shares" and,
together with any shares of Company Common Stock acquired by the Stockholder
after the date hereof, whether upon the exercise of warrants, options or rights,
the conversion or exchange of any Existing Shares or convertible or exchangeable
securities or by means of purchase, dividend, distribution or otherwise, the
"Subject Shares"). As of the date hereof, the Existing Shares represent 2.13% of
the Company Common Stock.
As an inducement and a condition to entering into the Merger
Agreement, Merger Sub has required that the Stockholders agree, and the
Stockholders have agreed, to enter into this Agreement.
The Stockholders and Merger Sub desire to set forth their agreement
with respect to the voting of the Subject Shares in connection with the Merger
Agreement and the transactions contemplated hereby and thereby (the
"Transactions") upon the terms and subject to the conditions set forth herein.
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AGREEMENT
To implement the foregoing and in consideration of the mutual agreements
contained herein, the parties agree as follows:
1. Covenants of the Stockholders. Until the termination of this
Agreement in accordance with Section 5, the Stockholders agree as follows:
(a) Agreement to Vote. At any meeting of stockholders of the Company
called for the approval of the Merger Agreement or the Transactions, however
called, or at any adjournment thereof, or in connection with any written consent
of the holders of shares of Company Common Stock, or in any other circumstances
in which any Stockholder is entitled to vote, consent or give any other approval
with respect to the Merger Agreement or the Transactions, such Stockholder shall
vote (or cause to be voted) the Subject Shares under his or its control in the
manner directed by Merger Sub at its sole discretion with respect to adoption
and approval of the Merger Agreement or the Transactions and the approval of the
terms thereof and each of the other actions contemplated by this Agreement or
the Merger Agreement and any amendments hereto or thereto; and
At any meeting of stockholders of the Company, however called, or at any
adjournment thereof, or in connection with any written consent of the holders of
shares of Company Common Stock or in any other circumstances in which any
Stockholder is entitled to vote, consent or give any other approval in its
capacity as stockholder, except as otherwise agreed to in writing in advance by
Merger Sub, such Stockholder shall vote (or cause to be voted) the Subject
Shares against the following actions:
(i) 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 or of the Stockholders hereunder; or
(ii) any action or agreement that could reasonably be expected to
impede, interfere with, delay, postpone or attempt to discourage the Merger
and/or the other Transactions, including, but not limited to (and whether in one
transaction or series of transactions): (A) the adoption by the Company of a
proposal regarding (1) any Acquisition Proposal, (2) any other acquisition of
the Company by merger, tender offer, recapitalization or otherwise by any person
other than Merger Sub or any designee thereof (a "Third Party"), or any other
merger, combination or similar transaction with any Third Party; (3) any other
acquisition by a Third Party of 1% or more of the assets of the Company and its
subsidiaries, taken as a whole (whether by the acquisition of assets or
securities of, or any merger, consolidation or other
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business combination involving, the Company or any of its subsidiaries); (4) any
other acquisition by a Third Party of 1% or more of the outstanding shares of
Company Common Stock, or (5) any other repurchase by the Company and/or any of
its subsidiaries of 1% or more of the outstanding shares of Company Common
Stock; (B) any amendment of the Company's Articles of Incorporation or By-laws
or other proposal or transaction involving the Company or any of its
subsidiaries, which amendment or other proposal or transaction could in any
manner reasonably be expected to impede, prevent or nullify the Merger, the
Merger Agreement or the Transactions, or change in any manner the rights and
privileges, including, without limitation, voting rights of any class of the
Company's capital stock; (C) any change in the management or board of directors
of the Company that could in any manner reasonably be expected to impede,
prevent or nullify the Merger, the Merger Agreement or the Transactions; (D) any
change in the present capitalization or dividend policy of the Company; or (E)
any other change in the Company's corporate structure or business. Each
Stockholder, in its capacity as a stockholder of the Company, further agrees not
to commit or agree to take any action inconsistent with the foregoing
agreements.
(b) PROXIES. AS SECURITY FOR THE AGREEMENTS OF THE STOCKHOLDERS PROVIDED
FOR HEREIN, EACH STOCKHOLDER HEREBY GRANTS TO MERGER SUB A PROXY (EACH, A
"PROXY", AND COLLECTIVELY, THE "PROXIES") IN THE FORM OF EXHIBIT A ATTACHED
HERETO.
(c) Transfer Restrictions. Subject to Section 1(d), each Stockholder
agrees not to (i) sell, transfer, tender pursuant to a tender offer, pledge,
encumber, assign or otherwise dispose of or hypothecate (including by gift or by
contribution or distribution to any trust or similar instrument or to any
beneficiaries of such Stockholder (collectively, "Transfer")), or enter into any
contract, option or other arrangement or understanding (including any profit
sharing arrangement) with respect to the Transfer of any of the Subject Shares
other than pursuant to Merger Agreement, (ii) enter into any voting arrangement
or understanding with respect to the Subject Shares, whether by proxy, voting
agreement or otherwise, or (iii) take any action that could reasonably be
expected to make any of such Stockholder's representations or warranties
contained herein untrue or incorrect or could reasonably be expected to have the
effect of preventing or disabling such Stockholder from performing any of its
obligations hereunder.
(d) Notwithstanding anything to the contrary in the foregoing Sections
1(b) and 1(c), any Stockholder may (i) Transfer his or its Subject Shares in any
open market broker transaction or to a "registered charity" (as defined in the
Income Tax Act (Canada)), (ii) pledge his or its Subject Shares to a bank or
other financial institution as collateral for a loan, and (iii) Transfer his or
its Subject Shares to any Person if and only if Xx. Xxxxxx retains the sole
power to vote and the sole power to transfer the Subject Shares being
transferred pursuant to this clause (iii). Merger Sub agrees to take action
reasonably
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requested by the transferee to permit the foregoing Transfers in accordance with
this Section 1(d) (including release of a Proxy granted hereunder by the
transferor with respect to the Subject Shares being transferred pursuant to the
foregoing clause (i) automatically upon receipt by Merger Sub of notice of such
Transfer). However, in no event will this Section 1(d) be construed to allow any
Stockholder to permit or cause the Transfer of Subject Shares directly or
indirectly through any affiliate of such Stockholder as part of a merger,
consolidation, business combination or similar transaction or any transaction
involving 50% or more of the outstanding Shares of the Company.
(e) Permitted Transfers. Each Stockholder may Transfer his or its
Subject Shares as permitted by and in accordance with Section 1(d). Each
Stockholder hereby authorizes and requests the Company and its counsel to notify
the Company's transfer agent that, other than Transfers permitted in accordance
with Section 1(d), there is a stop transfer order with respect to all of the
Subject Shares (and that this Agreement places limits on the voting of the
Subject Shares). Each Stockholder agrees with, and covenants to, Merger Sub 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 the Subject Shares, unless such Transfer is made in
compliance with this Agreement and the Merger Agreement. In the event of a stock
dividend or distribution, or any change in the shares of Company Common Stock by
reason of any stock dividend or distribution, or any change in the shares of
Company Common Stock by reason of any stock dividend, split-up,
recapitalization, combination, exchange of shares or the like, the term "Subject
Shares" shall be deemed to refer to and include the Subject Shares and all other
Shares of the Company which may be acquired by any Stockholder as well as all
stock dividends and distributions and any shares into which or for which any or
all of the foregoing Shares may be changed or exchanged.
(f) Out of the Money Options. Each Stockholder acknowledges and consents
to the termination and cancellation of all "Out of the Money Options" held by
such Stockholder or its Affiliates or associates.
(g) Appraisal Rights. EACH STOCKHOLDER HEREBY IRREVOCABLY WAIVES ANY AND
ALL RIGHTS WHICH THEY MAY HAVE AS TO APPRAISAL, DISSENT OR ANY SIMILAR OR
RELATED MATTER WITH RESPECT TO THE MERGER OR THE OTHER TRANSACTIONS.
2. Representations and Warranties of Each Stockholder. Each Stockholder
hereby represents and warrants to Merger Sub as of the date hereof as follows:
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(a) Authorization and Non-Contravention. Such Stockholder has the right,
power and authority to enter into this Agreement and to consummate the
transactions contemplated by this Agreement. The execution and delivery of this
Agreement and the Proxy by such Stockholder and the consummation of the
transactions contemplated by this Agreement have been duly authorized by all
necessary action on the part of such Stockholder. This Agreement and the Proxy
have each been duly executed and delivered by such Stockholder and each
constitutes a valid and binding obligation of such Stockholder, enforceable
against such Stockholder in accordance with its terms, subject to general
principles of equity and as may be limited by bankruptcy, insolvency,
moratorium, or similar laws affecting creditors' rights generally. The execution
and delivery of this Agreement by such Stockholder does not, and the
consummation by such Stockholder of the transactions contemplated hereby will
not, result in a violation or any breach of or constitute a default (or an event
which with notice or lapse of time or both would become a default) under any
note, bond, mortgage, indenture, contract, agreement, lease, license, permit,
franchise or other instrument or obligation to which such Stockholder is a
party, except for any such breaches or defaults which would not materially
impair the ability of such Stockholder to consummate the transactions
contemplated hereby.
(b) Required Filings and Consents. To each Stockholder's knowledge, the
execution and delivery of this Agreement by such Stockholder does not, and the
consummation by such Stockholder of the transactions contemplated hereby will
not, require any consent, approval, authorization or permit of, or filing with
or notification to, any government or subdivision thereof, or any
administrative, governmental or regulatory authority, agency, commission,
tribunal or body, domestic, foreign or supranational, except for applicable
requirements, if any, of federal and state securities laws.
(c) Shares. The Existing Shares of such Stockholder are, and, except to
the extent otherwise expressly permitted under Section 1(d), the Subject Shares
of such Stockholder as of the Effective Time will be, either owned beneficially
and of record by such Stockholder or such Stockholder will have the power of
attorney to vote and transfer such Subject Shares (including those shares
transferred pursuant to Section 1(d)(iv)). The Existing Shares and all warrants,
options or other rights to acquire any shares of Company Common Stock (including
the applicable exercise price) owned, of record or beneficially, by such
Stockholder or over which such Stockholder or his or its affiliates has the
power of attorney to vote and transfer are set forth opposite such Stockholder's
name on Schedule 2(c) attached hereto. The Existing Shares of such Stockholder
constitute all of the shares of Company Common Stock owned of record or
beneficially by such Stockholder or his or its affiliates or over which such
Stockholder has the power of attorney to vote and transfer as of the date
hereof. All of the Existing Shares of such Stockholder are issued and
outstanding and, except as set forth on Schedule 2(c) attached hereto, such
Stockholder does not own (and none of such Stockholder's affiliates owns), of
record or beneficially, any warrants, options
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or other rights to acquire any shares of Company Common Stock and such
Stockholder does not have (and none of his or its affiliates has) the power to
vote or transfer any shares of Company Common Stock. Such Stockholder has sole
voting power, sole power of disposition, sole power to issue instructions with
respect to the matters set forth in Section 1 hereof, sole power to demand
appraisal rights (to the extent such rights are available) and sole power to
agree to all of the matters set forth in this Agreement, in each case with
respect to all of the Existing Shares of such Stockholder, and will have sole
voting power, sole power of disposition, sole power to issue instructions with
respect to the matters set forth in Section 1 hereof, sole power to demand
appraisal rights (to the extent such rights are available) and sole power to
agree to all of the matters set forth in this Agreement, in each case with
respect to all of the Subject Shares of such Stockholder as of the Effective
Time, in each case with no limitations, qualifications or restrictions on such
rights, subject to applicable federal securities laws and the terms of this
Agreement. Such Stockholder has good and valid title to the Existing Shares of
such Stockholder (other than those Existing Shares which are not owned by a
Stockholder but which such Stockholder has full power of attorney to vote or
cause to be transferred) and, except as expressly permitted under Section 1(d),
at all times during the term hereof and on the Effective Time will have good and
valid title to the Subject Shares of such Stockholder, in each case, free and
clear of all Liens, except pursuant to this Agreement.
3. Further Assurances. From time to time prior to the Effective Time, at
Merger Sub's request and cost and without further consideration, each
Stockholder shall execute and deliver such additional documents and take all
such further lawful action of a ministerial nature as may be necessary or
desirable to consummate and make effective, in the most expeditious manner
practicable, the transactions contemplated by this Agreement.
4. Additional Covenants of the Stockholders.
(a) Filings. Each Stockholder shall furnish to Merger Sub for no
additional consideration and at the Merger Sub's cost all information required
for any application or other filing to be made pursuant to the rules and
regulations of any applicable Law in connection with the transactions
contemplated by the Merger Agreement.
(b) Public Announcements. Each Stockholder shall consult with Merger Sub
before issuing (and give one another a reasonable opportunity to comment on) any
press release or otherwise making any public statements with respect to this
Agreement, the Merger Agreement or any of the Transactions. Prior to the
Closing, no Stockholder shall issue any such press release or make any such
public statement without the prior consent of Merger Sub, except (i) as may be
required by Law, provided that such Stockholder shall use reasonable efforts to
consult with Merger Sub prior to such release or statement being issued or
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(ii) to investors on whose behalf Imperial Capital Corporation has made
investments or to the professional advisory board of Imperial Capital
Acquisition Fund II.
(c) No Additional Shares. Each Stockholder covenants that, except for
shares of Company Common Stock issuable upon conversion or exercise of warrants,
options or other rights to acquire shares of Company Common Stock as set forth
on Schedule 2(c) attached hereto, after the date hereof, such Stockholder shall
not purchase or acquire from, or otherwise vote to approve the issuance by, the
Company of any additional shares of Company Common Stock.
(d) General Release. As an inducement to and in consideration of Merger
Sub and Parent entering into the Merger Agreement, each Stockholder hereby
releases and forever discharges each of the Company, its directors, officers,
agents, representatives and employees (each, a "Released Person") from any and
all claims, suits, demands, causes of action, contracts, covenants, obligations,
debts, costs, expenses, attorneys' fees, liabilities of whatever kind or nature
in law or equity, by statute or otherwise whether now known or unknown, vested
or contingent, suspected or unsuspected, which have existed or may have existed,
or which do exist or may exist in the future ("Claims"), of any kind, except for
those actions taken or omissions made fraudulently or in bad faith by such
Released Person, which may arise or have arisen for any reason whatsoever,
including but not limited to any Claim arising in connection with any
transaction contemplated under the Merger Agreement and any related documents
thereto. By consenting to this Agreement, each Stockholder hereby acknowledges
that it intends that this Agreement shall be an effective bar to each and every
one of the Claims herein mentioned or implied above. Each Stockholder expressly
consents that this Agreement shall be given full force and effect according to
each and all of its express terms and provisions, including those relating to
unknown and unsuspected Claims (notwithstanding any state statute that expressly
limits the effectiveness of a general release of unknown, unsuspected and
unanticipated Claims), if any, as well as those relating to any other Claims
herein mentioned or implied above. Further, each Stockholder agrees that in the
event that it should bring a Claim in which it seeks damages against the Company
(or, its stockholders and/or directors as the case may be), or in the event that
it seeks to recover against the Company (or its stockholders and/or directors as
the case may be), in any Claim brought by a governmental agency on your behalf,
this Agreement shall serve as a complete defense to such Claims.
5. Termination. This Agreement (other than Section 6 hereof) shall
terminate, and no party shall have any rights or obligations hereunder and this
Agreement shall become null and void and have no further effect upon the
earliest to occur of (a) the Effective Time, (b) Parent or Merger Sub's
termination of the Merger Agreement pursuant to Section 9.1 thereof, (c) Parent
or Merger Sub's consent in writing to the termination of this Agreement, (d)
upon termination of the Merger Agreement by WPZ pursuant to
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Section 9.1(i), if but only if WPZ has made the payments to Parent and Merger
Sub required to be made by Sections 9.3 and 10.9 thereof in connection
therewith, (e) upon termination of the Merger Agreement by WPZ under Sections
9.1(b), (c), (d)(ii), (g) or (h), if but only if WPZ has made the payments to
Parent and Merger Sub to the extent required to be made by Sections 9.3 and 10.9
thereof in connection therewith, (f) in the event that the Merger Consideration
is less than $3.00 per share. In addition, this Agreement shall terminate with
respect to Subject Shares which are transferred pursuant to and in accordance
with clause (x) of Section 1(d) or (g) if the provisions of Section 1(d) become
incapable of being enforced by the Stockholders by any rule of law or public
policy. Nothing in this Section 5 shall relieve any party of liability for
breach of this Agreement.
6. General Provisions.
(a) Amendment. This Agreement may not be amended except by an instrument
in writing signed by the party to be charged therewith.
(b) Notices. All notices and other communications hereunder shall be in
writing and shall be deemed given if delivered personally, telecopied (which is
confirmed) or sent by overnight courier (providing proof of delivery) to the
parties at the following addresses (or at such other addresses for a party as
shall be specified by like notice):
(i) if to Merger Sub:
WorldPages Merger Subsidiary, Inc.
c/o TransWestern Publishing Company, LLC
0000 Xxxxxxxxxx Xxxx Xxxx.
Xxx Xxxxx, Xxxxxxxxxx 00000
Attn: Xxxxxxxx X. Xxxxx
Xxxxxxx Xxxxxx
with copies (which shall not constitute notice) to:
Xxxxxxxx & Xxxxx
000 Xxxx Xxxxxxxx
Xxxxxxx, XX 00000
Telecopy: (000) 000-0000
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Attention: Xxxxxxx X. Xxxxxx, P.C.
(ii) if to the Stockholders, to:
Xxxxxxx X. Xxxxxx
x/x Xxxxxxxx Xxxxxxx Xxxxxxxxxxx
Xxxxx 0000
One First Canadien Place
000 Xxxx Xxxxxx Xxxx
Xxxxxxx, Xxxxxx X0X0X0
Telecopy: (000) 000-0000
with a copy (which shall not constitute notice) to:
Xxxxxxx Xxxxx and Xxxxxxxxx
Scotia Plaza
Suite 2100
00 Xxxx Xxxxxx Xxxx
Xxxxxxx, Xxxxxx X0X0XX
Telecopy: (000) 000-0000
Attention: Xxxxxxx Xxxxxxx
(c) Interpretation. Whenever the words "include," "includes" or
"including" are used in this Agreement they shall be deemed to be followed by
the words "without limitation." The phrases "the date of this Agreement," "the
date hereof," and terms of similar import, unless the context otherwise
requires, shall be deemed to refer to the date first written above.
(d) Counterparts. This Agreement may be executed in two or more
counterparts, all of which shall be considered one and the same agreement and
shall become effective when one or more counterparts have been signed by each of
the parties and delivered to the other parties, it being understood that all
parties need not sign the same counterpart.
(e) Entire Agreement; No Third Party Beneficiaries. This Agreement and
other Agreements executed as of the date hereof by Merger Sub constitutes the
entire agreement and supersedes all prior agreements and understandings, both
written and oral, among the parties with respect to the subject matter
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hereof, and is not intended to confer upon any Person other than the parties
hereto any rights or remedies hereunder.
(f) 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 materially
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 a mutually acceptable manner in
order that the transactions contemplated hereby may be consummated as originally
contemplated to the fullest extent possible. Nothwithstanding any provisions
which may be construed to the contrary, any action taken by one Stockholder with
respect to such Stockholder's Subject Shares shall not prejudice the rights or
obligations of any other Stockholder hereunder.
(g) Assignment. Unless and to the extent otherwise expressly permitted
by this Agreement, neither this Agreement nor any of the rights, interests or
obligations hereunder shall be assigned by any of the parties hereto (whether by
operation of law or otherwise) without the prior written consent of the other
parties, except that Merger Sub may assign, in Merger Sub's sole discretion, any
or all of its rights, interests and obligations hereunder to any Affiliate of
Merger Sub. Subject to the preceding sentence, this Agreement will be binding
upon, inure to the benefit of and be enforceable by the parties and their
respective successors, heirs, agents, representatives, trust beneficiaries,
attorneys, affiliates and associates and all of their respective predecessors,
successors, permitted assigns, heirs, executors and administrators.
(h) Enforcement; Governing Law; Waiver of Jury Trial.
(i) The parties hereto agree that irreparable damage would occur in
the event any provision of this Agreement was not performed in accordance with
the terms hereof and that the parties shall be entitled to an injunction or
injunctions to prevent breaches of this Agreement and to specific performance of
the terms hereof, in addition to any other remedy at law or in equity.
(ii) The provisions of this Agreement shall be governed by and
construed in accordance with the laws of the State of New York (excluding any
conflict of law rule or principle that
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would refer to the laws of another jurisdiction). EACH PARTY HERETO HEREBY
IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT IT MAY LEGALLY AND
EFFECTIVELY DO SO, TRIAL BY JURY IN ANY SUIT, ACTION OR PROCEEDING ARISING
HEREUNDER.
* * * * *
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IN WITNESS WHEREOF, Merger Sub and the Stockholders have caused this
Agreement to be executed as of the date first written above.
XXXXXXXXXX.XXX, INC.
By:_____________________________________________
Its:____________________________________________
WORLDPAGES MERGER SUBSIDIARY, INC.
By:_____________________________________________
Its:____________________________________________
------------------------------------------------
Xxxxxxx X. Xxxxxx, individually and as attorney-
in-fact with respect to the Subject Shares held
by Xxxxxxxx X. Xxxxxx
ACG 42 Limited Partnership
By ACG 42, Inc., its general partner
------------------------------------------------
Xxxxxxx X. Xxxxxx, President
Startups, Inc.
------------------------------------------------
Xxxxxxx X. Xxxxxx, President
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EXHIBIT A
PROXY
By its execution hereof, and in order to secure its obligations
under the Voting Agreement (the "Agreement") of even date herewith among the
undersigned, the other stockholders of XxxxxXxxxx.xxx, Inc. (the "Company")
party to the Agreement and WorldPages Merger Subsidiary, Inc., a Delaware
corporation ("Merger Sub"), the undersigned hereby constitutes and appoints
Merger Sub and its successors and assigns, with full power of substitution and
resubstitution, from the date hereof to the termination of the Agreement, as the
undersigned's true and lawful attorney and proxy (its "Proxy"), for and in the
undersigned's name, place and stead, to vote each of the shares of capital stock
of the Company of the undersigned as undersigned's Proxy at every annual,
special or adjourned meeting of stockholders of the Company, and to sign on
behalf of the undersigned (as a stockholder of the Company) any ballot, proxy,
consent, certificate or other document relating to the Company that law permits
or requires, in a manner consistent with the Agreement. This Proxy is coupled
with an interest, and the undersigned intends this Proxy to be irrevocable to
the fullest extent permitted by law, subject to Section 1(d) of the Agreement.
The undersigned hereby revokes any proxy previously granted by the undersigned
with respect to any shares of capital stock of the Company. The undersigned
shall perform such further acts and execute such further documents and
instruments as may reasonably be required to vest in Merger Sub, or any of its
nominees, the power to carry out and give effect to the provisions of this
Proxy.
IN WITNESS WHEREOF, the undersigned has executed this Irrevocable
Proxy this ____ day of _____________, 2001.
[STOCKHOLDER](1)
By: ________________________________
Its: ______________________________
--------
(1) An identical form to be prepared for each stockholder party to the
Voting Agreement.
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SCHEDULE 2(c)
Exercise Price of
Name of Stockholder Existing Shares Options/Warrants Options/Warrants
------------------- --------------- ---------------- ----------------
Xxxxxxx X. Xxxxxx 629,000 (314,500
of which are owned
by Xxxxxxxx X.
Xxxxxx, but over
which Xx. Xxxxxx
has full power to
vote and transfer)
ACG 42 Limited Partnership 313,150
Startups Inc. 3,468
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TOTAL 945,618
