Exhibit A
VOTING AGREEMENT
VOTING AGREEMENT (this "Agreement"), dated as of May 8, 2003, is made
by and among SSA Global Technologies, Inc., a Delaware corporation ("Parent"),
the Stockholders Listed on Schedule 1 attached hereto (each individually a
"Stockholder" and collectively the "Stockholders") and, solely for purposes of
Section 7(c) of this Agreement, Elevon, Inc., a Delaware corporation (the
"Company").
WITNESSETH:
WHEREAS, immediately prior to the execution of this Agreement, Parent,
Seneca Merger Subsidiary Inc., a Delaware corporation and a direct wholly owned
subsidiary of Parent ("Sub"), and the Company have entered into an Agreement and
Plan of Merger of even date herewith (the "Merger Agreement"), pursuant to which
the parties thereto have agreed, upon the terms and subject to the conditions
set forth therein, to consummate the Asset Purchase (as defined in the Merger
Agreement) and to merge Sub with and into the Company (the "Merger"); and
WHEREAS, each Stockholder owns the number of shares of common stock,
$0.001 par value, of Company (the "Company Common Stock") set forth opposite
such Stockholder's name on Schedule 1 hereto (such shares of Company Common
Stock, together with any other shares of capital stock of the Company acquired
by such Stockholder after the date hereof and during the term of this Agreement,
including any shares issued upon the exercise of any warrants or options, the
conversion of any convertible securities or otherwise, being collectively
referred to herein as the "Subject Shares"); and
WHEREAS, as inducement and a condition to entering into the Merger
Agreement, Parent has required Stockholders to agree, and Stockholders have
agreed, to enter into this Agreement.
NOW, THEREFORE, in consideration of the foregoing and the mutual
premises, representations, warranties, covenants and agreements contained
herein, the parties hereto, intending to be legally bound hereby, agree as
follows:
Section 1. Certain Definitions. In addition to the terms defined
elsewhere herein, capitalized terms used and not defined herein shall have the
respective meanings ascribed to them in the Merger Agreement. For purposes of
this Agreement:
(a) "Beneficially Own" or "Beneficial Ownership" with respect to any
securities means having "beneficial ownership" of such securities as determined
pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended
(the "Exchange Act"). Without duplicative counting of the same securities by the
same holder, securities Beneficially Owned by a person include securities
Beneficially Owned by all other persons with whom such person would constitute a
"group" within the meaning of Section 13(d) of the Exchange Act with respect to
the securities of the same issuer.
Section 2. Representations and Warranties of Stockholder. Each
Stockholder represents and warrants severally, but not jointly, to Parent as
follows:
(a) Ownership of Shares. Each Stockholder is the sole record owner and
Beneficial Owner of the Subject Shares set forth opposite such Stockholder's
name on Schedule 1. On the date hereof, the Subject Shares (including the
options set forth opposite such Stockholder's name on Schedule 1) constitute all
of the shares of the Company Common Stock owned of record or Beneficially Owned
by such Stockholder. There are no outstanding options or other rights to acquire
from any Stockholder or obligations of such Stockholder to sell or to acquire,
any shares of the Company Common Stock. With respect to the shares of Company
Common Stock held by it, each Stockholder has sole voting power and sole power
to issue instructions with respect to the matters set forth in Sections 4, 5, 6,
and 7 hereof, sole power of disposition, sole power of conversion, sole power to
demand appraisal rights 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 with
no limitations, qualifications or restrictions on such rights, subject to
applicable securities laws and the terms of this Agreement.
(b) Power; Binding Agreement. Each Stockholder has the 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
executed and delivered, and, if such Stockholder is not a natural person,
authorized by such Stockholder and constitutes a valid and binding agreement of
such Stockholder, enforceable against such Stockholder in accordance with its
terms except that (i) such enforcement may be subject to applicable bankruptcy,
insolvency or other similar laws, now or hereafter in effect, affecting
creditors' rights generally, and (ii) the remedy of specific performance and
injunctive and other forms of equitable relief may be subject to equitable
defenses and to the discretion of the court before which any proceeding therefor
may be brought.
(c) No Conflicts. Except as contemplated by the Merger Agreement, no
filing with, and no permit, authorization, consent or approval of, any
Governmental Entity is necessary for the execution and delivery of this
Agreement by such Stockholder and the consummation by such Stockholder of the
transactions contemplated hereby, none of the execution and delivery of this
Agreement by such Stockholder, the consummation by such Stockholder of the
transactions contemplated hereby or compliance by such Stockholder with any of
the provisions hereof shall (i), if a particular Stockholder is not a natural
person, conflict with or result in any breach of any organizational documents
applicable to such Stockholder, (ii) 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, loan agreement, bond, mortgage, indenture, license, contract,
commitment, arrangement, understanding, agreement or other instrument or
obligation of any kind to which such Stockholder is a party or by which such
Stockholder or any of its properties or assets may be bound, or (iii) violate
any order, writ, injunction, decree, judgment, order, statute, rule or
regulation applicable to such Stockholder or the Subject Shares.
(d) No Encumbrance. Except as permitted by this Agreement, the Subject
Shares are now, and, at all times during the term hereof, will be, held by such
Stockholder free and clear of all Liens, except for any such Liens arising
hereunder.
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(e) No Finder's Fees. No broker, investment banker, financial advisor
or other person is entitled to any broker's, finder's, financial adviser's or
other similar fee or commission in connection with the transactions contemplated
hereby based upon arrangements made by or on behalf of such Stockholder.
(f) Reliance. Each Stockholder understands and acknowledges that each
of the Company, Parent and Sub is entering into the Merger Agreement in reliance
upon such Stockholder's execution and delivery of this Agreement.
Section 3. Disclosure. Each Stockholder hereby agrees to permit the
Company to publish and disclose in the Proxy Statement (including all documents
and schedules filed with the Securities and Exchange Commission), and any press
release or other disclosure document which the Company, in its sole discretion,
determines to be required by law or necessary or desirable in connection with
the Merger and any transactions related thereto, such Stockholder's identity and
ownership of the Company Common Stock and the nature of such Stockholder's
commitments, arrangements and understandings under this Agreement.
Section 4. Transfer And Other Restrictions.
(a) No Solicitation. Each Stockholder shall, and shall cause its
Affiliates and each of its and their respective Affiliates, officers, directors,
employees, representatives, consultants, investment bankers, attorneys,
accountants and other agents (collectively, a person's or entity's
"Representatives") to, immediately cease any discussions, activities or
negotiations with any other Person or Persons (a "Third Party Acquiror") that
may be ongoing with respect to any Acquisition Proposal. Stockholder shall not
take, and shall cause their respective Representatives not to take, any action
(i) to encourage, solicit, initiate or facilitate, directly or indirectly, the
making or submission of any Acquisition Proposal by a Third Party Acquiror
(including by taking any action that would make the Rights Agreement
inapplicable to an Acquisition Proposal), (ii) to enter into any agreement,
arrangement or understanding with a Third Party Acquiror regarding any
Acquisition Proposal or to agree to approve or endorse any Acquisition Proposal
or enter into any agreement, arrangement or understanding with any such Third
Party Acquiror that would require the Company to abandon, terminate or fail to
consummate the Transactions, (iii) to initiate or participate in any way in any
discussions or negotiations with, or furnish or disclose any information to, any
Person (other than the Parent or Sub) in furtherance of any proposal that
constitutes, or could reasonably be expected to lead to, any Acquisition
Proposal or (iv) to facilitate or further in any other manner any inquiries or
the making or submission of any proposal by a Third Party Acquiror that
constitutes, or could reasonably be expected to lead to, any Acquisition
Proposal. Each Stockholder will as promptly as practicable (and in any event
within 24 hours) advise the Parent of any request for information with respect
to any Acquisition Proposal or of any Acquisition Proposal, or any inquiry,
proposal, discussions or negotiation with respect to any Acquisition Proposal,
and the material terms and conditions of such request, Acquisition Proposal,
inquiry, proposal, discussion or negotiation. For purposes of this Agreement,
each of Parent and Sub are not deemed to be Affiliates of the Stockholders.
Without limiting the foregoing, the Parent, Sub and the Stockholders agree that
any violation of the restrictions set forth in this Section 4 by any
Representative of a Stockholder or any of its Affiliates, whether or not such
Person is purporting
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to act on behalf of a Stockholder or any of its Affiliates, shall constitute a
breach by such Stockholder of this Section 4.
(b) Certain Prohibited Transfers. Prior to the termination of this
Agreement, each Stockholder agrees not to, directly or indirectly:
(i) except pursuant to the terms of the Merger Agreement,
offer for sale, sell, transfer, tender, pledge, encumber, assign or
otherwise dispose of (including by gift), 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 or all of the Subject Shares or
any interest therein;
(ii) grant any proxy, grant any power of attorney, deposit any
of the Subject Shares into a voting trust or enter into a voting
agreement or arrangement with respect to the Subject Shares except as
provided in this Agreement; or
(iii) take any other 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.
Section 5. Voting of the Company Common Stock. Each Stockholder hereby
agrees that, during the period commencing on the date hereof and continuing
until the first to occur of (a) the Effective Time or (b) termination of this
Agreement in accordance with its terms, at any meeting (whether annual or
special and whether or not an adjourned or postponed meeting) of the holders of
Company Common Stock, however called, or in connection with any written consent
of the holders of Company Common Stock, such Stockholder will appear at the
meeting or otherwise cause the Subject Shares to be counted as present thereat
for purposes of establishing a quorum and vote or consent (or cause to be voted
or consented) all of the Subject Shares:
(i) in favor of the adoption of the Merger Agreement and the
approval of the Merger, the Asset Purchase and the other actions
contemplated by the Merger Agreement and this Agreement and any actions
required in furtherance thereof and hereof; and
(ii) except as otherwise agreed to in writing in advance by
Parent in its sole discretion, against the following (other than the
Merger, the Asset Purchase and the transactions contemplated by this
Agreement and the Merger Agreement): (A) any Acquisition Proposal, (B)
any change in a majority of the persons who constitute the Board of
Directors of the Company, (C) any action or agreement that would result
in a breach in any material respect of any covenant, representation or
warranty or any obligation or agreement of the Company under the Merger
Agreement or this Agreement, and (D) any action which is intended, or
which could reasonably be expected, to impede, interfere with, delay,
postpone or materially adversely affect the Transactions.
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Section 6. Irrevocable Proxy.
(a) Each Stockholder hereby irrevocably grants to, and appoints,
Xxxxxxx Xxxxxxxx and Xxxx Xxxxxxxx, or either of them, in their respective
capacities as officers of Parent, and any individual who shall hereafter succeed
to any such office of Parent, and each of them individually, such Stockholder's
proxy and attorney-in-fact (with full power of substitution and resubstitution),
for and in the name, place and stead of such Stockholder, to vote or cause to be
voted the Subject Shares at any meeting of the stockholders of the Company or at
any adjournment or postponement thereof:
(i) in favor of the adoption of the Merger Agreement and the
approval of the Merger, the Asset Purchase and the other actions
contemplated by the Merger Agreement and this Agreement and any actions
required in furtherance thereof and hereof; and
(ii) except as otherwise agreed to in writing in advance by
Parent in its sole discretion, against the following (other than the
Merger, the Asset Purchase and the transactions contemplated by this
Agreement and the Merger Agreement): (A) any Acquisition Proposal, (B)
any change in a majority of the persons who constitute the Board of
Directors of the Company, (C) any action or agreement that would result
in a breach in any material respect of any covenant, representation or
warranty or any obligation or agreement of the Company under the Merger
Agreement or this Agreement, and (D) any action which is intended, or
which could reasonably be expected, to impede, interfere with, delay,
postpone or materially adversely affect the Transactions.
(b) Each Stockholder represents that any proxies heretofore given in
respect of the Subject Shares are not irrevocable, and that such proxies either
have been or are hereby revoked.
(c) Each Stockholder hereby affirms that the irrevocable proxy set
forth in this Section 6 is given in connection with the execution of the Merger
Agreement, and that such irrevocable proxy is given to secure the performance of
the duties of such Stockholder under this Agreement. Except as to a termination
of this Agreement in accordance with Section 10 (whereupon this irrevocable
proxy shall be automatically revoked), each Stockholder hereby further affirms
that the irrevocable proxy is coupled with an interest and may not be revoked,
except as by amendment or modification in accordance with Section 11(c) hereof.
Each Stockholder hereby ratifies and confirms all that such irrevocable proxy
may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is
executed and intended to be irrevocable in accordance with the provisions of
Section 212(e) of the DGCL. The power and authority hereby conferred shall not
be terminated by any act of such Stockholder or by operation of law, by the
dissolution of the Stockholder (if such Stockholder is other than a natural
person), by lack of appropriate power or authority, or by the occurrence of any
other event or events and shall be binding upon all his representatives,
executors, successors and/or assigns. If after the execution of this Agreement a
Stockholder shall dissolve (if such Stockholder is other than a natural person),
cease to have appropriate power or authority, or if any other such event or
events shall occur, Parent is nevertheless authorized and directed to vote
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the Subject Shares in accordance with the terms of this Agreement as if such
dissolution, if applicable, lack of appropriate power or authority or other
event or events had not occurred and regardless of notice thereof.
Section 7. Stop Transfer; Legend.
(a) Each Stockholder agrees with, and covenants to, Parent that such
Stockholder will not request that 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.
(b) 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 share or the like other than pursuant
to the Merger, the term "Subject Shares" will be deemed to refer to and include
the shares of the Company Common Stock as well as all such stock dividends and
distributions and any shares into which or for which any or all of the Subject
Shares may be changed or exchanged and appropriate adjustments shall be deemed
made to the terms and provisions of this Agreement.
(c) In furtherance of this Agreement, concurrently herewith, each
Stockholder shall, and hereby does authorize the Company to, notify the
Company's transfer agent that there is a stop transfer order with respect to all
of the Subject Shares (and that this Agreement places limits on the voting and
transfer of such shares). Each Stockholder agrees as promptly as is reasonably
practicable to apply the following legend to all certificates representing the
Subject Shares in addition to any other legend required thereof:
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS
ON TRANSFER AND VOTING AND OTHER RESTRICTIONS PURSUANT TO A VOTING
AGREEMENT, DATED AS OF MAY 8, 2003, BY AND BETWEEN SSA GLOBAL TECHNOLOGIES,
INC., ELEVON, INC. AND THE STOCKHOLDERS PARTY THERETO. THE COMPANY WILL
FURNISH A COPY OF SUCH VOTING AGREEMENT TO THE HOLDER OF THIS CERTIFICATE
UPON WRITTEN REQUEST AND WITHOUT CHARGE."
Section 8. Reasonable Best Efforts. Subject to the terms and conditions
of this Agreement, each of the parties hereto agrees to use its reasonable best
efforts to take, or cause to be taken, all actions, and to do, or cause to be
done, all things necessary, proper or advisable under applicable laws and
regulations to consummate and make effective the Transactions. Each party shall
promptly consult with the other and provide any necessary information and
material with respect to all filings made by such party with any Governmental
Entity in connection with this Agreement and the Merger Agreement and the
transactions contemplated hereby and thereby.
Section 9. Fiduciary Duties. Each Stockholder is signing this Agreement
solely in such Stockholder's capacity as an owner of his, her or its respective
Subject Shares, and nothing herein shall prohibit, prevent or preclude such
individual Stockholder from taking or not taking any action in his or her
capacity as an officer or director of the Company.
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Section 10. Termination. This Agreement shall terminate on the earliest
of (a) termination of the Merger Agreement in accordance with its terms, (b) the
agreement of the parties hereto to terminate this Agreement, or (c) the
Effective Time of the Merger.
Section 11. Miscellaneous.
(a) 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.
(b) Successors and Assigns. This Agreement shall not be assigned by
operation of law or otherwise without the prior written consent of the other
parties hereto. This Agreement shall 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.
(c) Amendment and Modification. This Agreement may not be amended,
altered, supplemented or otherwise modified or terminated (other than a
termination under Section 10(a) or Section 10(c) of this Agreement) except upon
the execution and delivery of a written agreement executed by the parties
hereto.
(d) Notices. All notices, requests, claims and demands and other
communications hereunder shall be in writing and shall be deemed duly delivered
(i) four Business Days after being sent by registered or certified mail, return
receipt requested, postage prepaid, or (ii) one Business Day after being sent
for next business day delivery, fees prepaid, via a reputable nationwide
overnight courier service, in each case to the intended recipient as set forth
below:
If to Parent, to:
SSA Global Technologies, Inc.
000 Xxxxxxxx Xxxxxx Xxxx
Xxxxx 000
Xxxxxxx, Xxxxxx X0X 0X0
Attn: Xxxxxxx X. Xxxxxxxx
Tel: (000) 000-0000
Fax: (000) 000-0000
with a copy to:
Xxxxxxx Xxxx & Xxxxx
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxxxx X. Xxxxx, Esq.
Tel: (000) 000-0000
Fax: (000) 000-0000
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If to the Company, to:
Elevon, Inc.
000 Xxxxxx Xxxxxx, Xxxxx Xxxxx
Xxx Xxxxxxxxx, XX 00000
Attn: Xxxxxxx X. Xxxxxx
Tel: (000) 000-0000
Fax: (000) 000-0000
with a copy to:
Xxxxxx & Xxxxxxx LLP
000 Xxxxxxxxxx Xxxxxx
Xxxxx 0000
Xxx Xxxxxxxxx, XX 00000
Attn: Xxxx X. Xxxxxx, Esq.
Tel: (000) 000-0000
Fax: (000) 000-0000
If to Stockholder, to the address set forth opposite such Stockholder's name on
Schedule 1.
Any Party may give any notice or other communication hereunder using
any other means (including personal delivery, messenger service, facsimile or
ordinary mail), but no such notice or other communication shall be deemed to
have been duly given unless and until it is actually received by the Party for
whom it is intended. Any Party may change the address to which notices and other
communications hereunder are to be delivered by giving the other Parties to this
Agreement notice in the manner herein set forth.
(e) Severability. Any term or provision of this Agreement which is held
to be invalid, illegal or unenforceable in any respect 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.
(f) Specific Performance. The Parties acknowledge that money damages
would not be an adequate remedy at Law if any party fails to perform in any
material respect any of its obligations hereunder and accordingly agree that
each Party, in addition to any other remedy to which it may be entitled at Law
or in equity shall be entitled to seek to compel specific performance of the
obligations of any other Party under this Agreement, without the posting of any
bond, in accordance with the terms and conditions of this Agreement in any court
of the United States or any State thereof having jurisdiction, and if any action
should be brought in equity to enforce any of the provisions of this Agreement,
none of the Parties hereto shall raise the defense that there is an adequate
remedy at Law. No remedy shall be exclusive of any other remedy. All available
remedies shall be cumulative.
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(g) No Waiver. The failure of any party hereto 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 any other party
hereto with its obligations hereunder, and any custom or practice of the parties
at variance with the terms hereof, will not constitute a waiver by such party of
its right to exercise any such or other right, power or remedy or to demand such
compliance.
(h) No Third Party Beneficiaries. This Agreement is not intended to
confer upon any person other than the parties hereto any rights or remedies
hereunder.
(i) Governing Law. This Agreement shall be governed by and construed in
accordance with the internal laws of the State of Delaware (without reference to
its choice of law rules).
(j) Descriptive Heading. The descriptive headings used herein are for
reference purposes only and will not affect in any way the meaning or
interpretation of this Agreement.
(k) Expenses. All costs and expenses incurred in connection with this
Agreement and the transactions contemplated hereby shall be paid by the party
incurring such expenses.
(l) Further Assurances. From time to time, at any other party's request
and without further consideration, each party hereto shall execute and deliver
such additional documents and take all such further lawful action as may be
necessary or desirable to consummate and make effective, in the most expeditious
manner practicable, the transactions contemplated by this Agreement.
(m) Counterparts. This Agreement may be executed 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.
(n) Submission to Jurisdiction. Each Party hereby irrevocably and
unconditionally agrees that any action, suit or proceeding, at Law or equity,
arising out of or relating to this Agreement or any agreements or transactions
contemplated hereby (an "Action") shall only be brought in any federal court of
the State of Delaware or any state court located in Delaware, and hereby
irrevocably and unconditionally expressly submits to the personal jurisdiction
and venue of such courts for the purposes thereof and hereby irrevocably and
unconditionally waives (by way of motion, as a defense or otherwise) any and all
jurisdictional, venue and convenience objections or defenses that such party may
have in such Action. Each Party hereby irrevocably and unconditionally consents
to the service of process of any of the aforementioned courts. Nothing herein
contained shall be deemed to affect the right of any Party to serve process in
any manner permitted by Law or commence legal proceedings or otherwise proceed
against any other Party in any other jurisdiction to enforce judgments obtained
in any action, suit or proceeding brought pursuant to this Section 11(n).
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(o) Certain Prohibited Actions. Fallen Angel Equity Fund, L.P. ("Fallen
Angel") hereby agrees that, during the period commencing on the date hereof and
continuing until the first to occur of (a) the Effective Time or (b) termination
of this Agreement in accordance with its terms, Fallen Angel shall not transfer
to or domesticate in another jurisdiction, or enter into any transaction or
agreement or take any action that would result in a change of jurisdiction.
[Remainder of this page intentionally left blank. Signature page follows.]
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IN WITNESS WHEREOF, Parent, Company and each Stockholder have
caused this Agreement to be duly executed as of the day and year first written
above.
SSA GLOBAL TECHNOLOGIES, INC.
By: /s/ Xxxx X. Xxxxxxxx
--------------------------------
Name: Xxxx X. Xxxxxxxx
Title: Senior Vice President
Signature page to Voting Agreement
S-1
STOCKHOLDERS:
/s/ Xxxxx X. Xxxxxxxxxx
--------------------------------
Xxxxx X. Xxxxxxxxxx
/s/ Xxxxxxx X. Xxxxxx
--------------------------------
Xxxxxxx X. Xxxxxx
/s/ Xxxxxxx X. Xxxxxxxxx
--------------------------------
Xxxxxxx X. Xxxxxxxxx
/s/ Xxxxx Xxxxxxxx
--------------------------------
Xxxxx Xxxxxxxx
/s/ Xxxxxxx X. Xxxxxx
--------------------------------
Xxxxxxx X. Xxxxxx
/s/ Xxxxx X. Xxxxxxx
--------------------------------
Xxxxx X. Xxxxxxx
Signature page to Voting Agreement
S-2
STOCKHOLDERS:
FALLEN ANGEL EQUITY FUND, L.P.
By: /s/ Xxxxx Xxxxxx
--------------------------------
Name: Xxxxx Xxxxxx
Title: Member
Signature page to Voting Agreement
S-3
For purposes of Section 7(c) only:
ELEVON, INC.
By: /s/ Xxxxx X. Xxxxxxxxxx
--------------------------------
Name: Xxxxx X. Xxxxxxxxxx
Title: Chief Executive Officer
Signature page to Voting Agreement
S-4
SCHEDULE 1
STOCKHOLDER OWNED COMMON STOCK OPTIONS
-------------------------------- --------------------- ---------------
Fallen Angel Equity Fund, L.P. 1,569,570
-------------------------------- --------------------- ---------------
Xxxxx X. Xxxxxxxxxx 637,500
-------------------------------- --------------------- ---------------
Xxxxxxx X. Xxxxxx 411,458
-------------------------------- --------------------- ---------------
Xxxxxxx X. Xxxxxxxxx 6,000 71,627
-------------------------------- --------------------- ---------------
Xxxxx Xxxxxxxx 80, 627
-------------------------------- --------------------- ---------------
Xxxxxxx X. Xxxxxx 11,000 66,127
-------------------------------- --------------------- ---------------
Xxxxx X. Xxxxxxx 7,000 160,250
-------------------------------- --------------------- ---------------
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