CONFORMED COPY
EXCEL CONSENT AND VOTING AGREEMENT
EXCEL CONSENT AND VOTING AGREEMENT, dated as of June 14, 1998 (this
"Agreement"), by and among TELEGLOBE INC., a corporation governed by the
Canada Business Corporations Act ("Teleglobe"), and each of the other
signatories hereto (each, a "Stockholder" and, collectively, the
"Stockholders").
WHEREAS, concurrently herewith, Teleglobe, North Merger Sub Corporation, a
Delaware corporation and a wholly owned subsidiary of Teleglobe ("North
Sub"), and Excel Communications, Inc., a Delaware corporation (the
"Company"), are entering into an Agreement and Plan of Merger (the "Merger
Agreement"; capitalized terms used without definition herein having the
meanings ascribed thereto in the Merger Agreement);
WHEREAS, each Stockholder is the record and beneficial owner of the number of
shares ("Shares") of common stock, par value $.001 per share, of the Company
("Company Common Stock") set forth opposite such Stockholder's name in
Schedule I hereto;
WHEREAS, approval and adoption of the Merger Agreement by the Company's
stockholders is a condition to the consummation of the Merger;
WHEREAS, the Board of Directors of the Company has, prior to the execution of
this Agreement, duly and validly approved and adopted the Merger Agreement
and approved this Agreement, and such approvals and adoption have not been
withdrawn;
WHEREAS, the Stockholders are executing this Agreement (i) as an inducement
to Teleglobe to enter into and execute and to cause North Sub to enter into
and execute the Merger Agreement and (ii) in reliance upon the
representations, warranties, agreements and covenants of Teleglobe set forth
in Sections 3.2(ad) and 5.13 thereof; and
WHEREAS, certain holders of common shares of Teleglobe capital stock are
concurrently executing the Teleglobe Consent and Voting Agreements as an
inducement to Excel to enter into and execute the Merger Agreement.
NOW THEREFORE, in consideration of the foregoing and the mutual covenants and
agreements set forth herein, the parties hereto agree as follows:
Section 1. Consent and Agreement to Vote. Each Stockholder agrees
(for itself and not as to any other Stockholder) that immediately following
the execution and delivery of this Agreement and the Merger Agreement, it
shall execute and deliver, or cause to be executed and delivered by the
record owner thereof, in accordance with Section 228 of the DGCL, the Excel
Stockholders Consent in the form of Exhibit A hereto (the "Consent"), which
shall be irrevocable, with respect to all Shares that are owned beneficially
or of record by such Stockholder or as to which such Stockholder has,
directly or indirectly, the right to vote or direct the voting.
Each Stockholder hereby further agrees (for itself and not as to
any other Stockholder) that, during the term of this Agreement, it shall,
from time to time, at the request of Teleglobe, at any meeting (whether
annual or special and whether or not an adjourned or postponed meeting) of
stockholders of the Company, however called, or in connection with any
written consent of the holders of Company Common Stock, in either case, prior
to the earlier of the Effective Time and the termination of this Agreement,
if a meeting is held, appear at such meeting or otherwise cause the Shares to
be counted as present thereat for purposes of establishing a quorum, and it
shall vote or consent (or cause to be voted or consented), in person or by
proxy, all Shares, and any other voting securities of the Company (whether
acquired heretofore or hereafter), that are beneficially owned by such
Stockholder or its wholly owned Affiliates or as to which such Stockholder
has, directly or indirectly, the right to vote or direct the voting, in favor
of the approval and adoption of the Merger Agreement. Each Stockholder
agrees, during the period commencing on the date hereof and ending on the
earlier of the Effective Time and the termination of this Agreement, not to,
and not to permit any of its wholly owned Affiliates to, vote or execute any
written consent in lieu of a stockholders meeting or vote of the Company, if
such consent or vote by the stockholders of the Company would be inconsistent
with or frustrate the purposes of the other agreements of such Stockholder
pursuant to this paragraph.
In furtherance and not in limitation of the foregoing, each
Stockholder hereby grants to, and appoints, Teleglobe and each of Xxxxxx
Xxxxxx, Xxxxxxxx Xxxxxx and Xxxxx Xxxxxxxxxxx, in their respective capacities
as officers of Teleglobe, and any individual who shall hereafter succeed to
any such officer of Teleglobe, and any other designee of Teleglobe, each of
them individually, its irrevocable proxy and attorney-in-fact (with full
power of substitution) to vote the Shares as indicated in this Section 1.
Each Stockholder intends this proxy to be irrevocable and coupled with an
interest and will take such further action and execute such other instruments
as may be necessary to effectuate the intent of this proxy.
Each Stockholder hereby revokes any and all previous proxies with
respect to such Person's Shares or any other voting securities of the Company
that relate to the approval of the Merger Agreement.
Section 2. Securities Act Covenants and Representations. In
addition to, and not in lieu of, the other covenants and representations set
forth herein, each Stockholder hereby agrees and represents to Teleglobe that
such Stockholder understands that, to the extent such Stockholder is an
"affiliate" (as such term is defined in Rule 405 under the Securities Act) of
the Company at the time the Consent is executed or the Merger Agreement is
submitted for a vote of the stockholders of the Company, any public offering,
sale or other disposition by such Stockholder or any of its wholly owned
Affiliates of any Teleglobe Common Shares received by such Person in the
Merger (collectively, the "Restricted Sales") will, under current law,
require any of (i) the further registration under the Securities Act of any
Teleglobe Common Shares to be sold by such Person, (ii) compliance with
applicable provisions of Rule 145 promulgated by the SEC under the Securities
Act or (iii) the availability of another exemption from such registration
under the Securities Act. Each Stockholder agrees not to, and not to cause
or permit any of its wholly owned Affiliates to, make any Restricted Sale
unless the conditions of clause (i), (ii) or (iii) are met.
Section 3. Pooling Covenants and Representations. In addition to,
and not in lieu of, the other covenants and representations set forth herein,
each Stockholder that is an "affiliate" of the Company hereby agrees and
represents to Teleglobe that from and after the date hereof, such Stockholder
will not, and will not permit any of its wholly owned Affiliates to, sell,
pledge, transfer or otherwise dispose of, or hedge or otherwise reduce its
risk with respect to, any Shares (whether owned as of the date hereof or
hereafter acquired) or any Teleglobe Common Shares received by such
Stockholder in the Merger or other shares of capital stock of Teleglobe, from
the 30th day prior to the Effective Time to such time as results covering at
least 30 days of combined operations of the Company and Teleglobe have been
published by Teleglobe in the form of a quarterly earnings report, an
effective registration statement filed with the SEC, a report to the SEC on
Form 6-K or any other public filing or announcement which includes the
combined results of operations of Teleglobe and Excel, except for transfers
or other dispositions that, in the reasonable opinion of Excel's or
Teleglobe's independent accountants, will not prevent Teleglobe from
accounting for the Merger as a pooling of interests, taking into account the
actions of other wholly owned Affiliates of the Company, Teleglobe or the
Stockholders.
Section 4. Further Assurances. Each party shall execute and
deliver such additional instruments and other documents and shall take such
further actions as may be necessary or appropriate to effectuate, carry out
and comply with all of its obligations under this Agreement. Without
limiting the generality of the foregoing, none of the parties hereto shall
enter into any agreement or arrangement (or alter, amend or terminate any
existing agreement or arrangement) if such action would materially impair the
ability of such party to effectuate, carry out or comply with all of the
terms of this Agreement.
Section 5. Representations and Warranties of Teleglobe. Teleglobe
represents and warrants to each Stockholder as follows:
(a) This Agreement has been approved by the Board of Directors of
Teleglobe, representing all necessary corporate action on the part of
Teleglobe for the execution and performance hereof and thereof by Teleglobe
(no action by the stockholders of Teleglobe being required).
(b) This Agreement has been duly executed and delivered by a duly
authorized officer of Teleglobe.
(c) This Agreement constitute a valid and binding agreement of
Teleglobe, enforceable against Teleglobe in accordance with their terms,
except as such enforceability may be limited by bankruptcy, insolvency,
fraudulent transfer, reorganization, moratorium and similar laws relating to
or affecting creditors generally by general equity principles (regardless of
whether enforceability is considered in a proceeding in equity or at law) or
by an implied covenant of good faith and fair dealing.
(d) The execution and delivery of this Agreement by Teleglobe does
not violate or breach, and will not give rise to any violation or breach, of
Teleglobe's charter or bylaws, or, except as will not materially impair its
ability to effectuate, carry out or comply with all of the terms of this
Agreement, any Law, Governmental Entity approval or Contract by which
Teleglobe or its Subsidiaries or their respective assets or properties may be
bound.
Section 6. Representations and Warranties of the Stockholders.
Each Stockholder, as to such Stockholder only, represents and warrants to
Teleglobe as follows:
(a) Schedule I sets forth, opposite such Stockholder's name, the
number and type of Shares of which such Stockholder is the record or
beneficial owner. Such Stockholder is the lawful owner of such Shares, free
and clear of all liens, charges, options, rights, encumbrances, stockholders
agreements, voting agreements, agreements to transfer or otherwise dispose of
such Shares and commitments of every kind, other than this Agreement and as
disclosed in Schedule I and has the sole power to vote (or cause to be voted)
the Shares as set forth in this Agreement and the Consent. Except as set
forth on such Schedule I, neither such Stockholder nor any of its Affiliates
owns or holds any rights to acquire any additional shares of Company Common
Stock or other securities of the Company or any interest therein or any
voting rights with respect to any additional shares of Company Common Stock
or any other securities of the Company.
(b) This Agreement and the Consent each have been duly executed
and delivered by a duly authorized officer of such Stockholder or, if the
Stockholder is a natural person, the Stockholder has the legal capacity to
execute this Agreement.
(c) This Agreement and the Consent constitute the valid and bind-
ing agreements of such Stockholder, enforceable against such Stockholder in
accordance with their terms, except as such enforceability may be limited by
bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and
similar laws relating to or affecting creditors generally by general equity
principles (regardless of whether enforceability is considered in a
proceeding in equity or at law) or by an implied covenant of good faith and
fair dealing.
(d) The execution and delivery of this Agreement and the Consent
by such Stockholder does not violate or breach, and will not give rise to any
violation or breach, of such Stockholder's charter, by-laws, trust instrument
or partnership agreement, to the extent applicable or, except as will not
materially impair the ability of such Stockholder to effectuate, carry out or
comply with all of the terms of this Agreement, any Law, third party consent,
Governmental Entity approval or Contract by which such Stockholder or its
assets or properties may be bound.
Section 7. Effectiveness and Termination. In the event the Merger
Agreement is terminated in accordance with its terms, this Agreement shall
automatically terminate and be of no further force or effect. Upon such
termination, except for any rights any party may have in respect of any
breach by any other party of its obligations hereunder, none of the parties
hereto shall have any further obligation or liability hereunder; provided
however (A) that any amendment by the parties to the Merger Agreement to (x)
the Exchange Ratio or the Merger Consideration (each as defined in Section
1.8(a) of the Merger Agreement), (y) Article VI of the Merger Agreement
entitled "Conditions Precedent" or (z) Article VII of the Merger Agreement
entitled "Termination and Amendment" or (B) the waiver on or prior to the
Closing Date by Teleglobe and/or Excel of any material Condition Precedent
set forth in Article VI of the Merger Agreement, shall require the written
consent of the Shareholders, failing which this Agreement may be terminated
in writing by any Shareholder who has not consented to such amendment or such
waiver. In any event, if the Effective Time shall not have occurred on or
before December 31, 1999, this Agreement may be terminated in writing by any
Shareholder and it shall be of no further force or effect as to such
Shareholder.
Section 8. Miscellaneous.
(a) Notices. All notices, requests and other communications
hereunder shall be in writing and shall be deemed duly given (a) on the date
of delivery if delivered personally, or by telecopy or facsimile, upon
confirmation of receipt, (b) on the first Business Day following the date of
dispatch if delivered by a recognized next-day courier service or (c) on the
third Business Day following the date of mailing if delivered by registered
or certified mail, return receipt requested, postage prepaid. All notices
hereunder shall be delivered as set forth below, or pursuant to such other
instructions as may be designated in writing by the party to receive such
notice:
(i) if to Teleglobe, to
Teleglobe Inc.
0000, xxx xx Xx Xxxxxxxxxxx xxxxx
Xxxxxxxx, Xxxxxx X0X 0X0
Attention: Vice President, Legal Affairs and
Corporate Secretary
Facsimile: 000-000-0000
with a copy to
Xxxxxxx Xxxxxxx & Xxxxxxxx
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx X. Xxxxxxx III, Esq.
Facsimile: 000-000-0000
(ii) if to any Stockholder, to
Excel Communications, Inc.
0000 Xxxxx Xxxxxxx Xxxxxxxxxx
Xxxxx 0000
Xxxxxx, XX 00000
Attention: Executive Vice President,
Secretary and General Counsel
Facsimile: 000-000-0000
with a copy to
Weil, Gotshal & Xxxxxx LLP
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Attention: Xxxxxxxxx X. Xxxxx, Esq.
Facsimile: 000-000-0000
(b) Interpretation. When a reference is made in this Agreement to
Sections, such reference shall be to a Section of this Agreement unless
otherwise indicated. 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. Whenever the words "include", "includes"
or "including" are used in this Agreement, they shall be deemed to be
followed by the words "without limitation".
(c) Counterparts. This Agreement may be executed in one 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 party, it being understood that
both parties need not sign the same counterpart.
(d) Entire Agreement; No Third Party Beneficiaries. This
Agreement constitutes the entire agreement and supersedes all prior
agreements and understandings, both written and oral, among the parties with
respect to the subject matter hereof. This Agreement shall be binding upon
and inure solely to the benefit of each party hereto, and nothing in this
Agreement, express or implied, is intended to or shall confer upon any other
Person any right, benefit or remedy of any nature whatsoever under or by
reason of this Agreement.
(e) Waiver of Jury Trial. Each party hereto waives, to the
fullest extent permitted by applicable law, any right it may have to a trial
by jury in respect of any litigation directly or indirectly arising out of,
under or in connection with this Agreement.
(f) Governing Law. This Agreement shall be governed and construed
in accordance with the laws of the State of Delaware, without regard to the
principles of conflicts of laws of such state.
(g) Severability. If any term or other provision of this
Agreement is invalid, illegal or incapable of being enforced by any law or
public policy, all other terms 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 an
acceptable manner in order that the transactions contemplated hereby are
consummated as originally contemplated to the greatest extent possible.
(h) Assignment. Neither this Agreement nor any of the rights,
interests or obligations hereunder shall be assigned by any of the parties
hereto, in whole or in part (whether by operation of law or otherwise),
without the prior written consent of the other party and the written
undertaking of the assignee to be bound by the terms of this Agreement, and
any attempt to make any such assignment without such consent shall be null
and void. 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 and permitted assigns.
(i) Submission to Jurisdiction; Waivers. Each of Teleglobe and
each Stockholder irrevocably agrees that any legal action or proceeding with
respect to this Agreement or for recognition and enforcement of any judgment
in respect hereof brought by the other party hereto or its successors or
assigns may be brought and determined in the Chancery or other Courts of the
State of Delaware, and each of Teleglobe and each Stockholder hereby
irrevocably submits with regard to any such action or proceeding for itself
and in respect to its property, generally and unconditionally, to the
exclusive jurisdiction of the aforesaid courts. Each of Teleglobe and each
Stockholder hereby irrevocably waives, and agrees not to assert, by way of
motion, as a defense, counterclaim or otherwise, in any action or proceeding
with respect to this Agreement, (a) any claim that it is not personally
subject to the jurisdiction of the above-named courts for any reason other
than the failure to serve process in accordance with this Section 8(i), (b)
that it or its property is exempt or immune from jurisdiction of any such
court or from any legal process commenced in such courts (whether through
service of notice, attachment prior to judgment, attachment in aid of
execution of judgment, execution of judgment or otherwise), and (c) to the
fullest extent permitted by applicable law, that (i) the suit, action or
proceeding in any such court is brought in an inconvenient forum, (ii) the
venue of such suit, action or proceeding is improper or (iii) this Agreement,
or the subject matter hereof, may not be enforced in or by such courts.
(j) Specific Performance. Each party acknowledges that if it
fails to perform any of its obligations under this Agreement, immediate and
irreparable harm or injury would be caused to the other party for which money
damages would not be an adequate remedy. In such event, each party agrees
that the other party shall have the right, in addition to any other rights it
may have, to specific performance of this Agreement. Accordingly, if either
party should institute an action or proceeding seeking specific enforcement
of the provisions hereof, the other party in respect of such claim hereby
waives the claim or defense that the other party has an adequate remedy at
law and hereby agrees not to assert in any such action or proceeding the
claim or defense that such a remedy at law exists. Each party further agrees
to waive any requirements for the securing or posting of any bond in
connection with obtaining any such equitable relief.
(k) Expenses. Each of Teleglobe and each Stockholder shall bear
its own expenses incurred in connection with this Agreement and the
transactions contemplated hereby.
(l) Action in Stockholder Capacity Only. No Stockholder makes any
agreement or understanding herein as a director or officer of the Company or
in any capacity other than as a stockholder of the Company. Each Stockholder
signs solely in its capacity as a record holder and beneficial owner of
Shares and nothing herein shall limit or affect any actions taken by a
representative of such Stockholder in such representative's capacity as an
officer or director of the Company.
(m) Obligations Several. The obligations of each Stockholder
under this Agreement shall be several and not joint. No Stockholder shall
have any liability, duty or obligation arising out of or resulting from any
failure by any other Stockholder (or any Affiliate thereof) to comply with
the terms and conditions of this Agreement.
IN WITNESS WHEREOF, the parties have duly executed this Agreement
as of the date first above written.
TELEGLOBE INC.
By: /s/ Xxxxxxx Xxxxxx
Name: Xxxxxxx Xxxxxx
Title: Chairman and Chief Executive Officer
XXXXXX PARTNERS, LTD.
By: The Xxxxxx Family Trust, its general partner
By: /s/ Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx
Title: Trustee
THE XXXXXX FAMILY TRUST
By: /s/ Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx
Title: Trustee
AUSTEX ENTERPRISES, LTD.
By: Starah Corporation, its general partner
By: /s/ Xxxxxxx X. Xxxxx
Name: Xxxxxxx X. Xxxxx
Title: President
EXHIBIT A
STOCKHOLDER CONSENT
Action Taken by the Written
Consent of Stockholders
of
Excel
June 14, 1998
The undersigned stockholders of Excel, a Delaware
corporation, acting by written consent in lieu of a meeting pursuant to
Section 228 of the General Corporation Law of the State of Delaware, hereby
irrevocably consent to the adoption of and adopt the following resolution
with respect to the shares of the common stock, par value $.001 per share, of
Excel owned of record by such stockholders on the date hereof:
RESOLVED, that the Merger Agreement, dated as of June 14,
1998 (the "Merger Agreement"), among Teleglobe, a corporation amalgamated
under the Canada Business Corporations Act, North Sub, a direct and wholly-
owned subsidiary of Teleglobe, and Excel, a Delaware corporation, a copy of
which has been furnished to the undersigned stockholders, be, and it hereby
is, adopted and approved by the undersigned stockholders.
The action of the stockholders of Excel approved pursuant
hereto shall become effective when one or more consents have been (a) signed
by stockholders holding shares having a majority of the outstanding shares of
Excel Common Stock, being not less than the minimum number of votes that
would be necessary to authorize or take such action at a meeting at which all
shares entitled to vote thereon were present and voted and (b) delivered to
Excel at its principal place of business.
Austex Enterprises, Ltd.
(Print Name)
By: /s/ Xxxxxxx X. Xxxxx
Name: Xxxxxxx X. Xxxxx
Title: President
Number of Shares: 7,367,933
Address of the stockholder:
0000 Xxxxx Xxxxxxx Xxxxxxxxxx
Xxxxx 0000
Xxxxxx, Xxxxx 00000
Date of Execution: 6/14/98
EXHIBIT A
STOCKHOLDER CONSENT
Action Taken by the Written
Consent of Stockholders
of
Excel
June 14, 1998
The undersigned stockholders of Excel, a Delaware
corporation, acting by written consent in lieu of a meeting pursuant to
Section 228 of the General Corporation Law of the State of Delaware, hereby
irrevocably consent to the adoption of and adopt the following resolution
with respect to the shares of the common stock, par value $.001 per share, of
Excel owned of record by such stockholders on the date hereof:
RESOLVED, that the Merger Agreement, dated as of June 14,
1998 (the "Merger Agreement"), among Teleglobe, a corporation amalgamated
under the Canada Business Corporations Act, North Sub, a direct and wholly-
owned subsidiary of Teleglobe, and Excel, a Delaware corporation, a copy of
which has been furnished to the undersigned stockholders, be, and it hereby
is, adopted and approved by the undersigned stockholders.
The action of the stockholders of Excel approved pursuant
hereto shall become effective when one or more consents have been (a) signed
by stockholders holding shares having a majority of the outstanding shares of
Excel Common Stock, being not less than the minimum number of votes that
would be necessary to authorize or take such action at a meeting at which all
shares entitled to vote thereon were present and voted and (b) delivered to
Excel at its principal place of business.
Xxxxxx Family Trust
(Print Name)
By: /s/ Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx
Title: Trustee
Number of Shares: 10,680,000
Address of the stockholder:
0000 Xxxxx Xxxxxxx Xxxxxxxxxx
Xxxxx 0000
Xxxxxx, Xxxxx 00000
Date of Execution: 6/14/98
EXHIBIT A
STOCKHOLDER CONSENT
Action Taken by the Written
Consent of Stockholders
of
Excel
June 14, 1998
The undersigned stockholders of Excel, a Delaware
corporation, acting by written consent in lieu of a meeting pursuant to
Section 228 of the General Corporation Law of the State of Delaware, hereby
irrevocably consent to the adoption of and adopt the following resolution
with respect to the shares of the common stock, par value $.001 per share, of
Excel owned of record by such stockholders on the date hereof:
RESOLVED, that the Merger Agreement, dated as of June 14,
1998 (the "Merger Agreement"), among Teleglobe, a corporation amalgamated
under the Canada Business Corporations Act, North Sub, a direct and wholly-
owned subsidiary of Teleglobe, and Excel, a Delaware corporation, a copy of
which has been furnished to the undersigned stockholders, be, and it hereby
is, adopted and approved by the undersigned stockholders.
The action of the stockholders of Excel approved pursuant
hereto shall become effective when one or more consents have been (a) signed
by stockholders holding shares having a majority of the outstanding shares of
Excel Common Stock, being not less than the minimum number of votes that
would be necessary to authorize or take such action at a meeting at which all
shares entitled to vote thereon were present and voted and (b) delivered to
Excel at its principal place of business.
Xxxxxx Partners, Ltd.
(Print Name)
By: /s/ Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx
Title: Trustee
Number of Shares: 53,000,000
Address of the stockholder:
0000 Xxxxx Xxxxxxx Xxxxxxxxxx
Xxxxx 0000
Xxxxxx, Xxxxx 00000
Date of Execution: 6/14/98
Schedule I
Share Ownership
Name and Address Number of Shares
of Shareholder Beneficially Owned
Xxxxxx Partners, Ltd. 53,000,000
0000 Xxxxx Xxxxxxx Xxxxxxxxxx
Xxxxx 0000
Xxxxxx, Xxxxx 00000
Xxxxxx Family Trust 10,680,000
0000 Xxxxx Xxxxxxx Xxxxxxxxxx
Xxxxx 0000
Xxxxxx, Xxxxx 00000
Austex Enterprises, Ltd. 7,367,933
0000 Xxxxx Xxxxxxx Xxxxxxxxxx
Xxxxx 0000
Xxxxxx, Xxxxx 00000
Schedule II
Liens on Shares
[Austex has liens on portions of shares.]
