Exhibit 2
COMPANY SHAREHOLDER VOTING AGREEMENT
THIS COMPANY SHAREHOLDER VOTING AGREEMENT (this "Agreement") is entered
into as of January 21, 2005, by and between Nanometrics Incorporated, a
California corporation ("Parent"), Minor League Merger Corporation, a Delaware
corporation and a wholly owned subsidiary of Parent ("Merger Sub 2") and the
undersigned shareholder (the "Shareholder") of August Technology Corporation, a
Minnesota corporation (the "Company").
W I T N E S S E T H:
WHEREAS, Parent, Major League Merger Corporation, a Minnesota
corporation and a wholly owned subsidiary of Parent ("Merger Sub 1"), Merger Sub
2 and the Company are entering into an Agreement and Plan of Merger and
Reorganization (the "Reorganization Agreement") concurrently herewith pursuant
to which (i) Parent will merge with and into Merger Sub 2 (the "Migratory
Merger"), whereupon (A) Merger Sub 2 will succeed to all of the rights and
liabilities of Parent, and (B) all outstanding shares of capital stock of Parent
will be converted into the right to receive an equivalent number of shares of
capital stock of Merger Sub 2, and (ii) Merger Sub 1 will merge with and into
the Company (the "Merger"), whereupon (A) the Company will become a wholly owned
subsidiary of Merger Sub 2, and (B) all outstanding shares of capital stock of
the Company (the "Company Capital Stock") will be converted into the right to
receive a number of shares of common stock of Merger Sub 2 (the "Parent Common
Stock") as set forth therein.
WHEREAS, for all purposes of and under this Agreement, (i) capitalized
terms used but not otherwise defined herein shall have the respective meanings
ascribed thereto in the Reorganization Agreement, and (ii) references to Parent
or Parent Common Stock shall be deemed to refer to Parent or Parent Common
Stock, as the case may be, prior to the effective time of the Migratory Merger
and shall be deemed to refer to Merger Sub 2 and Merger Sub 2 Common Stock, as
the case may be, from and after the effective time of the Migratory Merger.
WHEREAS, the Shareholder is the beneficial owner (as defined in Rule
13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange
Act")) of the shares of capital stock of the Company, and options to acquire
shares of capital stock of the Company, each as set forth on the signature page
of this Agreement.
WHEREAS, in consideration of the execution of the Merger Agreement by
Parent, the Shareholder (solely in his capacity as such) is hereby agreeing to
vote the Shares (as defined below), so as to facilitate the consummation of the
Merger.
NOW, THEREFORE, in consideration of the premises and the covenants and
agreements set forth in the Merger Agreement and in this Agreement, and other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged and accepted, the parties hereto hereby agree as follows:
1. Certain Definitions. Capitalized terms used but not otherwise
defined herein shall have the respective meanings ascribed to them in the Merger
Agreement. For purposes of this Agreement, the following terms shall have the
following respective meanings:
(a) "Expiration Date" shall mean the earlier to occur of (i) such
date and time as the Merger Agreement shall have been validly terminated in
accordance with its terms and conditions, or (ii) such date and time as the
Merger shall become effective in accordance with its terms and conditions.
(b) "Person" shall mean any individual, any corporation, limited
liability company, general or limited partnership, business trust,
unincorporated association or other business organization or entity, or any
governmental body or authority.
(c) "Shares" shall mean (i) all voting securities of the Company
beneficially owned by the Shareholder as of the date of this Agreement and (ii)
all voting securities of the Company which the Shareholder purchases or acquires
beneficial ownership of after the date of this Agreement and prior to the
Expiration Date, including, without limitation, any shares issued or issuable
upon the conversion, exercise or exchange, as the case may be, of any shares
held by the Shareholder which are convertible into, or exercisable or
exchangeable for, voting securities of the Company.
(d) "Transfer" shall mean a direct or indirect: (i) sale, pledge,
encumbrance, grant of an option with respect to, transfer or disposal of a
security or any interest in such security, or (ii) entrance into an agreement or
commitment providing for the sale of, pledge of, encumbrance of, grant of an
option with respect to, transfer of or disposition of such security or any
interest therein.
2. Transfer of Shares.
(a) Transferee of Shares to be Bound by this Agreement. The
Shareholder hereby agrees that, at all times during the period commencing with
the execution and delivery of this Agreement until the Expiration Date, the
Shareholder shall not cause or permit any Transfer of any of the Shares (or any
securities convertible into or exercisable or exchangeable for Shares), or any
interest in the foregoing, to be effected unless each Person to which any of
such Shares (or any securities convertible into or exercisable or exchangeable
for Shares), or any interest in any of the foregoing, is or may be Transferred
shall have (i) executed a counterpart of this Agreement and an irrevocable proxy
in the form attached hereto as Exhibit A (the "Proxy"), and (ii) agreed in
writing to hold such Shares (or any securities convertible into or exercisable
or exchangeable for Shares), or such interest in the foregoing, subject to the
terms and conditions of this Agreement.
(b) Transfer of Voting Rights. The Shareholder hereby agrees that,
at all times during the period commencing with the execution and delivery of
this Agreement until the Expiration Date, the Shareholder shall not deposit (or
permit the deposit of) any Shares (or any securities convertible into or
exercisable or exchangeable for Shares), or any interest in the foregoing, in a
voting trust or grant any proxy, or enter into any voting agreement or similar
agreement or arrangement in contravention of the obligations of the Shareholder
under this Agreement with respect to any of the Shares (or any securities
convertible into or exercisable or exchangeable for Shares), or any interest in
the foregoing.
3. Agreement to Vote Shares. The Shareholder hereby agrees that, at all
times during the period commencing with the execution and delivery of this
Agreement until the Expiration Date, at every meeting of shareholders of the
Company called with respect to any of the following, and at every adjournment or
postponement thereof, and on every action or approval by written consent of
shareholders of the Company with respect to any of the following, the
Shareholder shall vote, to the extent not voted by the person(s) appointed under
the Proxy (as defined in Section 4 hereof), the Shares:
(a) in favor of the adoption and approval of the Merger Agreement
and the approval of the Merger, and in favor of each of the other actions
contemplated by the Merger Agreement and any action required in furtherance
thereof;
(b) against approval of any proposal made in opposition to, or in
competition with, consummation of the Merger and the other transactions
contemplated by the Merger Agreement;
(c) against any of the following actions (other than those actions
that relate to the Merger and the other transactions contemplated by the Merger
Agreement): (i) any merger, consolidation, business combination, sale of assets,
reorganization or recapitalization of the Company or any subsidiary of the
Company with any person, (ii) any sale, lease or transfer of any significant
part of the assets of the Company or any subsidiary of the Company, (iii) any
reorganization, recapitalization, dissolution, liquidation or winding up of the
Company or any subsidiary of the Company, (iv) any change in the capitalization
of the Company or any subsidiary of the Company, or the corporate structure of
the Company or any subsidiary of the Company, or (v) any other action that is
intended, or could reasonably be expected to, impede, interfere with, delay,
postpone, discourage or adversely affect the Merger or any of the other
transactions contemplated by the Merger Agreement; and
(d) in favor of waiving any notice that may have been or may be
required relating to any reorganization of the Company or any subsidiary of the
Company, any reclassification or recapitalization of the capital stock of the
Company or any subsidiary of the Company, or any sale of assets, change of
control, or acquisition of the Company or any subsidiary of the Company by any
other person, or any consolidation or merger of the Company or any subsidiary of
the Company with or into any other person.
Prior to the Expiration Date, the Shareholder shall not enter into any agreement
or understanding with any person to vote or give instructions in any manner
inconsistent with the terms of this Section 3.
4. Irrevocable Proxy. The Shareholder hereby agrees to deliver to
Parent, concurrently with the execution and delivery of this Agreement, the
Proxy in the form attached hereto as Exhibit A, which shall be irrevocable to
the fullest extent permitted by applicable law, with respect to the Shares.
5. Representations, Warranties and Covenants of Shareholder. The
Shareholder hereby represents, warrants and covenants to Parent as follows:
(a) The Shareholder is the beneficial or record owner of, or
exercises voting power over, the Shares. The Shares constitute the Shareholder's
entire interest in the outstanding shares of voting securities of the Company
and the Shareholder does not hold any other outstanding shares of capital stock
of the Company. No person not a signatory to this Agreement has a beneficial
interest in or a right to acquire or vote any of the Shares (other than, (i) if
the Shareholder is a partnership, the rights and interest of persons and
entities that own partnership interests in the Shareholder under the partnership
agreement governing the Shareholder and applicable partnership law or (ii) if
the Shareholder is a married individual and resides in a State with community
property laws, the community property interest of his or her spouse to the
extent applicable under such community property laws). The Shares are and will
be at all times up until the Expiration Date free and clear of any security
interests, liens, claims, pledges, options, rights of first refusal, co-sale
rights, agreements, limitations on the Shareholder's voting rights, charges and
other encumbrances of any nature ("Encumbrances") that would adversely affect
the Merger or the exercise or fulfillment of the rights and obligations of the
Company under the Merger Agreement or of the parties to this Agreement. The
Shareholder's principal residence or place of business is set forth on the
signature page hereto.
(b) The Shareholder has all requisite power, capacity and
authority to enter into this Agreement and to perform its obligations under this
Agreement. The execution and delivery of this Agreement by the Shareholder and
the consummation by the Shareholder of the transactions contemplated hereby have
been duly authorized by all necessary action, if any, on the part of the
Shareholder. This Agreement has been duly executed and delivered by the
Shareholder and constitutes a valid and binding obligation of the Shareholder,
enforceable against the Shareholder in accordance with its terms, subject only
to the effect, if any, of (a) applicable bankruptcy and other similar laws
affecting the rights of creditors generally and (b) rules of law governing
specific performance, injunctive relief and other equitable remedies.
(c) The execution and delivery of this Agreement by the
Shareholder does not, and the Shareholder's performance of the obligations under
this Agreement will not: (a) conflict with, or result in any violation of any
order, decree or judgment applicable to the Shareholder or by which the
Shareholder or any of the Shareholder's properties or the Shares are bound; or
(b) result in any breach of or constitute a default (with notice or lapse of
time, or both) under, or give to others any rights of termination, amendment,
acceleration or cancellation of, or result in the creation of any Encumbrance
on, any of the Shares pursuant to any contract to which the Shareholder is a
party or by which the Shareholder or any of the Shareholder's properties
(including the Shares) is bound or affected. The execution and delivery of this
Agreement by the Shareholder does not, and the performance of this Agreement by
the Shareholder will not, require the consent of any third party.
(d) There is (a) no action, suit, proceeding, claim, arbitration
or investigation pending before any Governmental Entity or, to the Shareholder's
actual knowledge, threatened against, and (b) no judgment, decree or order
against, (i) the Shareholder, or (ii) any of (A) the Shareholder's affiliates,
(B) the Shareholder's or its affiliates' respective properties, (C) the
Shareholder's officers or directors (in the case of a corporate entity (in their
capacities as such)), or (D) the Shareholder's respective partners (in the case
of a partnership), in the case of each of (i) and (ii) that, individually or in
the aggregate, would reasonably be expected to materially delay or impair the
Shareholder's ability to consummate the transactions contemplated by this
Agreement.
6. Consent and Waiver. The Shareholder hereby gives any consents or
waivers that are reasonably required for the consummation of the Merger under
the terms of any agreement or instrument to which the Shareholder is a party or
subject or in respect of any rights the Shareholder may have in connection with
the Merger or the other transactions provided for in the Merger Agreement
(whether such rights exist under the articles of incorporation or bylaws of the
Company, any contract or commitment of the Company under statutory or common law
or otherwise). Without limiting the generality or effect of the foregoing, the
Shareholder hereby waives any and all rights to contest or object to the
execution and delivery of the Merger Agreement, the Company Board of Directors'
actions in approving and recommending the Merger, the consummation of the Merger
and the other transactions provided for in the Merger Agreement, or to seek
damages or other legal or equitable relief in connection therewith.
7. Additional Documents. The Shareholder hereby agrees to execute and
deliver any additional documents necessary or desirable, in the reasonable
opinion of Parent, to carry out the intent of this Agreement.
8. Confidentiality. The Shareholder shall hold any information
regarding this Agreement, the Merger, the Merger Agreement and the transactions
contemplated thereby, in strict confidence and shall not divulge any such
information to any third person until such time as the Merger has been publicly
disclosed by Parent. Neither the Shareholder, nor any of its affiliates shall
issue or cause the publication of any press release or other public announcement
with respect to this Agreement, the Merger, the Merger Agreement or the other
transactions contemplated thereby without the prior written consent of the
Parent, except as may be required by law or by any listing agreement with, or
the policies of, the Nasdaq Stock Market or an applicable national securities
exchange in which circumstance such announcing party shall make reasonable
efforts to consult with the Parent to the extent practicable.
9. Appraisal Rights. The Shareholder hereby agrees not to exercise any
rights of appraisal or any dissenters' rights that the Shareholder may have
(whether under applicable law or otherwise) or could potentially have or acquire
in connection with the Merger.
10. Termination. This Agreement shall terminate and shall have no
further force or effect after the Expiration Date.
11. Miscellaneous.
(a) Notices. All notices and other communications hereunder shall
be in writing and shall be deemed given on (i) the date of delivery, if
delivered personally or by commercial delivery service, or (ii) on the date of
confirmation of receipt (or the next Business Day, if the date of confirmation
of receipt is not a Business Day), if sent via facsimile (with confirmation of
receipt), to the parties hereto at the following address (or at such other
address for a party as shall be specified by like notice):
(i) if to Parent, to:
Nanometrics Incorporated
0000 Xxxxxxx Xxxxx
Xxxxxxxx, Xxxxxxxxxx
Attention: General Counsel
Facsimile No.:000-000-0000
Telephone No.:000-000-0000
with a copy (which shall not constitute notice) to:
Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, Professional
Corporation
Attention: Xxxxx X. Xxxxx, Esq.
Xxxx X. Xxxxxxx, Esq.
Facsimile No.: (000) 000-0000
Telephone No.: (000) 000-0000
(ii) if to the Shareholder, to the address set forth for
the Shareholder on the signature page hereof.
(b) Interpretation. When a reference is made in this Agreement to
Sections or Exhibits, such reference shall be to a Section of or an Exhibit to
this Agreement unless otherwise indicated. The words "include," "includes" and
"including" when used herein shall be deemed in each case 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 above written.
(c) Specific Performance; Injunctive Relief. The parties hereto
acknowledge that Parent will be irreparably harmed and that there will be no
adequate remedy at law for a violation of any of the covenants or agreements of
the Shareholder set forth herein. Therefore, it is agreed that, in addition to
any other remedies that may be available to Parent upon any such violation of
this Agreement Parent shall have the right to enforce such covenants and
agreements by specific performance, injunctive relief or by any other means
available to Parent at law or in equity and the Shareholder hereby waives any
and all defenses which could exist in its favor in connection with such
enforcement and waives any requirement for the security or posting of any bond
in connection with such enforcement.
(d) Counterparts. This Agreement may be executed in one or more
counterparts, all of which shall be considered one and the same instrument and
shall become effective when one or more counterparts have been signed by each of
the parties and delivered to the other parties hereto; it being understood that
all parties need not sign the same counterpart.
(e) Entire Agreement; Nonassignability; Parties in Interest. This
Agreement and the documents and instruments and other agreements specifically
referred to herein or delivered pursuant hereto (including the Proxy) (i)
constitute the entire agreement among the parties with respect to the subject
matter hereof and supersede all prior agreements and understandings, both
written and oral, among the parties with respect to the subject matter hereof
and (ii) are not intended to confer, and shall not be construed as conferring,
upon any person other than the parties hereto any rights or remedies hereunder.
Neither this Agreement nor any of the rights, interests, or obligations under
this Agreement may be assigned or delegated, in whole or in part, by operation
of law or otherwise, by the Shareholder without the prior written consent of
Parent, and any such assignment or delegation that is not consented to shall be
null and void. This Agreement, together with any rights, interests or
obligations of Parent hereunder, may be assigned or delegated in whole or in
part by Parent without the consent of or any action by the Shareholder upon
notice by Parent to the Shareholder as herein provided. Subject to the preceding
sentence, this Agreement shall be binding upon, inure to the benefit of, and be
enforceable by, the parties hereto and their respective successors and assigns
(including any person to whom any Shares are sold, transferred or assigned).
(f) Amendment; Waiver. Subject to the provisions of applicable
law, the parties hereto may amend this Agreement at any time pursuant to an
instrument in writing signed on behalf of each of the parties hereto. At any
time, any party hereto may, to the extent legally allowed, waive any
inaccuracies in the representations and warranties made to such party contained
herein or in any document delivered pursuant hereto and waive compliance with
any of the agreements or conditions for the benefit of such party contained
herein. Any agreement on the part of a party hereto to any such waiver shall be
valid only if set forth in an instrument in writing signed on behalf of such
party. Without limiting the generality or effect of the preceding sentence, no
delay in exercising any right under this Agreement shall constitute a waiver of
such right, and no waiver of any breach or default shall be deemed a waiver of
any other breach or default of the same or any other provision in this
Agreement.
(g) Severability. In the event that any provision of this
Agreement, or the application thereof, becomes or is declared by a court of
competent jurisdiction to be illegal, void or unenforceable, the remainder of
this Agreement shall continue in full force and effect and shall be interpreted
so as reasonably to effect the intent of the parties hereto. The parties hereto
further agree to use their commercially reasonable efforts to replace such void
or unenforceable provision of this Agreement with a valid and enforceable
provision that shall achieve, to the extent possible, the economic, business and
other purposes of such void or unenforceable provision.
(h) Remedies Cumulative. Except as otherwise provided herein, any
and all remedies herein expressly conferred upon a party shall be deemed
cumulative with and not exclusive of any other remedy conferred hereby, or by
law or equity upon such party, and the exercise by a party of any one remedy
shall not preclude the exercise of any other remedy.
(i) Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Minnesota without
reference to such state's principles of conflicts of law. Each of the parties
hereto irrevocably consents to the exclusive jurisdiction of any court located
within the State of California, in connection with any matter based upon or
arising out of this Agreement or the matters contemplated herein, agrees that
process may be served upon them in any manner authorized by the laws of the
State of California for such persons and waives and covenants not to assert or
plead any objection which they might otherwise have to such jurisdiction and
such process.
(j) Rules of Construction. The parties hereto agree that they have
been represented by counsel during the negotiation, preparation and execution of
this Agreement and, therefore, waive the application of any law, regulation,
holding or rule of construction providing that ambiguities in an agreement or
other document shall be construed against the party drafting such agreement or
document.
(k) WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY
IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR
COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF OR
RELATING TO THIS AGREEMENT OR THE ACTIONS OF ANY PARTY HERETO IN NEGOTIATION,
ADMINISTRATION, PERFORMANCE OR ENFORCEMENT HEREOF.
[Remainder of Page Intentionally Left Blank]
IN WITNESS WHEREOF, the parties hereto have caused this Voting
Agreement to be executed as of the date first above written.
NANOMETRICS INCORPORATED SHAREHOLDER:
By:
---------------------------- ------------------------------------------
Name: Xxxxxxx X. Xxxxxx (Print Name of Shareholder)
Title: Chairman of the Board
and Secretary
------------------------------------------
(Signature)
MINOR LEAGUE MERGER
CORPORATION ------------------------------------------
(Print name and title if
signing for an entity)
By:
---------------------------- ------------------------------------------
Name: Xxxx X. Xxxxxx (Print Address)
Title: Chief Executive Officer
------------------------------------------
(Print Telephone Number)
------------------------------------------
(Social Security or Tax I.D. Number)
Shares beneficially owned by Shareholder
on the date hereof:
_________ shares of voting securities
of the Company
_________ shares of voting securities
of the Company subject to options
[SIGNATURE PAGE TO COMPANY VOTING AGREEMENT]
EXHIBIT A
IRREVOCABLE PROXY
TO VOTE STOCK OF
AUGUST TECHNOLOGY CORPORATION
The undersigned shareholder of August Technology Corporation, a
Minnesota corporation (the "Company"), hereby irrevocably (to the fullest extent
permitted by applicable law) appoints the members of the Board of Directors of
Nanometrics Incorporated, a California corporation ("Parent"), and each of them,
or any other designee of Parent, as the sole and exclusive attorneys and proxies
of the undersigned, with full power of substitution and resubstitution, to vote
and exercise all voting and related rights (to the fullest extent that the
undersigned is entitled to do so) with respect to all of the shares of capital
stock of the Company that now are or hereafter may be beneficially owned by the
undersigned, and any and all other shares or securities of the Company issued or
issuable in respect thereof on or after the date hereof (collectively, the
"Shares") in accordance with the terms of this irrevocable proxy (the
"Irrevocable Proxy"). The Shares beneficially owned by the undersigned
shareholder of the Company as of the date of this Irrevocable Proxy are listed
on the final page of this Irrevocable Proxy. Upon the undersigned's execution of
this Irrevocable Proxy, any and all prior proxies given by the undersigned with
respect to any Shares are hereby revoked and the undersigned agrees not to grant
any subsequent proxies or enter into any agreement or understanding with any
person to vote or give instructions with respect to the Shares in any manner
inconsistent with the terms of this Irrevocable Proxy until after the Expiration
Date (as defined below).
This Irrevocable Proxy is irrevocable (to the fullest extent permitted
by applicable law), is coupled with an interest, is granted pursuant to that
certain Voting Agreement dated as of even date herewith by and between Parent
and the undersigned (the "Voting Agreement"), and is granted in consideration of
Parent entering into the Reorganization Agreement referenced therein. All
capitalized terms that are used but not defined herein shall have the respective
meanings ascribed thereto in the Reorganization Agreement. As used herein, the
term "Expiration Date" shall mean the earlier to occur of (i) such date and time
as the Merger Agreement shall have been validly terminated in accordance with
its terms and conditions, or (ii) such date and time as the Merger shall become
effective in accordance with its terms and conditions.
The attorneys and proxies named above, and each of them, are hereby
authorized and empowered by the undersigned, at any time prior to the Expiration
Date, to act as the undersigned's attorney and proxy to vote the Shares, and to
exercise all voting and other rights of the undersigned with respect to the
Shares (including, without limitation, the power to execute and deliver written
consents pursuant to the Minnesota Business Corporation Act), at every annual,
special or adjourned meeting of the shareholders of the Company and in every
written consent in lieu of such meeting as follows: (a) in favor of the adoption
and approval of the Merger Agreement and the approval of the Merger, and in
favor of each of the other actions contemplated by the Merger Agreement and any
action required in furtherance thereof; (b) against approval of any proposal
made in opposition to, or in competition with, consummation of the Merger and
the other transactions contemplated by the Merger Agreement; (c) against any of
the following actions (other than those actions that relate to the Merger and
the other transactions contemplated by the Merger Agreement): (i) any merger,
consolidation, business combination, sale of assets, reorganization or
recapitalization of the Company or any subsidiary of the Company with any
person, (ii) any sale, lease or transfer of any significant part of the assets
of the Company or any subsidiary of the Company, (iii) any reorganization,
recapitalization, dissolution, liquidation or winding up of the Company or any
subsidiary of the Company, (iv) any change in the capitalization of the Company
or any subsidiary of the Company, or the corporate structure of the Company or
any subsidiary of the Company, or (v) any other action that is intended, or
could reasonably be expected to, impede, interfere with, delay, postpone,
discourage or adversely affect the Merger or any of the other transactions
contemplated by the Merger Agreement; and (d) in favor of waiving any notice
that may have been or may be required relating to any reorganization of the
Company or any subsidiary of the Company, any reclassification or
recapitalization of the capital stock of the Company or any subsidiary of the
Company, or any sale of assets, change of control, or acquisition of the Company
or any subsidiary of the Company by any other person, or any consolidation or
merger of the Company or any subsidiary of the Company with or into any other
person.
The attorneys and proxies named above may not exercise this Irrevocable
Proxy on any other matter except as provided above. The undersigned shareholder
may vote the Shares on all other matters.
All authority herein conferred shall survive the death or incapacity of
the undersigned and any obligation of the undersigned hereunder shall be binding
upon the heirs, personal representatives, successors and assigns of the
undersigned.
[Remainder of Page Intentionally Left Blank]
[SIGNATURE PAGE TO IRREVOCABLE PROXY]
This Irrevocable Proxy is coupled with an interest as aforesaid and is
irrevocable. This Irrevocable Proxy may not be amended or otherwise modified
without the prior written consent of Parent. This Irrevocable Proxy shall
terminate, and be of no further force and effect, automatically upon the
Expiration Date.
Dated: January 21, 2005
----------------------------------------------
(Print Name of Shareholder)
----------------------------------------------
(Signature of Shareholder)
----------------------------------------------
(Print name and title if signing on behalf
of an entity)
Shares beneficially owned on the date hereof:
_________ shares of voting securities
of the Company
_________ shares of voting securities
of the Company subject to options
