exv10w11






Exhibit 10.11




IRONPLANET.COM, INC.




THIRD AMENDED AND RESTATED VOTING AGREEMENT



     This Third Amended and Restated Voting Agreement (the “Agreement”) is made as of the
27th day of September 2000, by and among IronPlanet.com, Inc., a Delaware corporation (the
“Company”), Reza Bundy Saadlou (the “Founder”), the holders of Common Stock listed
on Exhibit A (collectively, the “Common Holders” and individually, the “Common
Holder”), and the holders of shares of Preferred Stock listed on Exhibit B
(collectively, the “Investors” and individually, the “Investor”).



RECITALS




     The Company, the Founder, the Common Holders and the Investors desire to enter into this
Agreement for the purpose of setting forth the terms and conditions pursuant to which the
Investors, the Founder and the Common Holders shall vote their shares of the Company’s voting stock
in favor of certain designees to the Company’s Board of Directors. The Company, the Investors, the
Founders and the Common Holders each desire to facilitate the voting arrangements set forth in this
Agreement, and the amendment and restatement of that certain Second Amended and Restated Voting
Agreement dated July 19, 2000 (the “Prior Agreement”) with this Agreement, by agreeing to
the terms and conditions set forth below. Defined or capitalized terms used herein that are not
defined in this Agreement shall have the meaning ascribed to such terms in the Purchase Agreement.



AGREEMENT




     The parties agree as follows:



     1. Election of Directors.



          1.1 Board Representation. At each annual meeting of the stockholders of the Company,
or at any meeting of the stockholders of the Company at which members of the Board of Directors of
the Company are to be elected, or whenever members of the Board of Directors are to be elected by
written consent, the Founder, the Common Holders and the Investors agree to vote or act with
respect to all shares of the Company’s voting stock held by them, including shares acquired after
the date of this Agreement, as follows:




          (a) so long as Caterpillar Inc. (“Caterpillar”) holds more than 1,000,000 shares
(appropriately adjusted for any stock split, dividend, combination or other recapitalization) of
the then outstanding voting capital stock of the Company, to elect one (1) member of the Company’s
Board of Directors designated by Caterpillar, who shall initially be James Beard;




          (b) so long as Komatsu America Corp. (“Komatsu”) holds more than 1,000,000 shares
(appropriately adjusted for any stock split, dividend, combination or other recapitalization) of
the then outstanding voting capital stock of the Company, to elect one (1) member of the Company’s
Board of Directors designated by Komatsu, who shall initially be Kota Hoshino;




          (c) so long as 2,000,000 shares of the Company’s Series A Preferred Stock remain outstanding
(appropriately adjusted for any stock split, dividend, combination or other recapitalization), to
elect one (1) member of the Company’s Board of Directors designated by Accel Partners or its
affiliates (“Accel”), who shall initially be Arthur Patterson and one (1) member of the
Company’s Board






 









 







of Directors designated by Kleiner Perkins Caufield & Byers or its affiliates
(“KPCB”), who shall initially be Ted Schlein;




          (d) to elect one (1) member of the Company’s Board of Directors who shall be appointed by the
holders of Common Stock, who shall be the Company’s then serving Chief Executive Officer; and




          (e) to elect to the Company’s Board of Directors all nominees agreed upon and nominated by a
majority of the other members of the Board.




          1.2 Appointment of Directors. In the event of the resignation, death, removal or
disqualification of a director selected by Caterpillar, Komatsu, Accel or KPCB, Caterpillar,
Komatsu, Accel or KPCB shall, as appropriate, promptly nominate a new director, and, after written
notice of the nomination has been given by Caterpillar, Komatsu, Accel or KPCB to the other
parties, each Investor, Founder and Common Holder shall vote its shares of capital stock of the
Company to elect such nominee to the Board of Directors. In the event any such nominee is not
approved by a majority of the Company’s directors, the Company shall not take any corporate action
requiring Board approval until the Board has approved such nominee or a substitute nominee.




          1.3 Removal. Caterpillar, Komatsu, Accel or KPCB may remove its respective designated
director at any time and from time to time, with or without cause (subject to the Bylaws of the
Company as in effect from time to time and any requirements of law), in its sole discretion, and
after written notice to each of the parties hereto of the new nominee to replace such director,
each Investor, Founder and Common Holder shall promptly vote its shares of capital stock of the
Company to elect such nominee to the Board of Directors. In the event any such nominee is not
approved by a majority of the Company’s directors, the Company shall not take any corporate action
requiring Board approval until the Board has approved such nominee or a substitute nominee.




     2. Additional Representations and Covenants.



          2.1 No Revocation. The voting agreements contained herein are coupled with an
interest and may not be revoked during the term of this Agreement.




          2.2 Change in Number of Directors. The Founder, the Common Holders and the Investors
will not vote for any amendment or change to the Certificate of Incorporation or Bylaws providing
for the election of more or less than seven (7) directors, or any other amendment or change to the
Certificate of Incorporation Bylaws inconsistent with the terms of
this Agreement; provided however, the Founder and the Common Holders
will vote for any amendments or change to the Certificate of
Incorporation or Bylaws providing for the election of more or less
than seven (7) directors in the same manner as voted by Investors
holding a majority of the Preferred Stock held by all Investors.




          2.3 Legends. Each certificate representing shares of the Company’s capital stock held
by Founder, the Common Holders or Investors or any assignee of the Founder, the Common Holders or
Investors shall bear the following legend:





“THE SHARES EVIDENCED HEREBY ARE SUBJECT TO A VOTING AGREEMENT BY AND AMONG THE
COMPANY AND CERTAIN STOCKHOLDERS OF THE COMPANY (A COPY OF WHICH MAY BE OBTAINED
FROM THE COMPANY), AND BY ACCEPTING ANY INTEREST IN SUCH SHARES THE PERSON ACCEPTING
SUCH INTEREST SHALL BE DEEMED TO AGREE TO AND SHALL BECOME BOUND BY ALL THE
PROVISIONS OF SAID VOTING AGREEMENT.”



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          2.4 Future Common Holders. The Company will cause each individual that at any time
holds in excess of 100,000 shares (appropriately adjusted for any stock split, dividend,
combination or other recapitalization) of the Company’s Common Stock to enter into and become a
party to this Agreement as a Common Holder and to agree to be bound by the terms herein.




     3. Bring Along Provision upon a Sale of the Company. In the event that (i) a
consolidation or merger of the Company with or into any other corporation or corporations in which
the stockholders of the Company immediately prior to such transaction(s) own, as a result of such
transaction(s), less than a majority of the voting securities of the successor or surviving
corporation immediately thereafter or in which 50% voting interest is transferred, or (ii) a sale
of all or substantially all of the assets or business of the Company in one or more related
transactions (such events referred to herein collectively, as a “Sale of the Company”) is
approved by the Board of Directors of the Company, then each Investor, Common Holder and Founder
hereby agrees to:



          (a) vote that number of shares of the capital stock of the Company as to which it has
beneficial ownership as of the time of the record date for such Sale of the Company;




          (b) refrain from exercising any dissenters’ rights under applicable law at any time with
respect to such Sale of the Company;




          (c) refrain from transferring any securities of the Company, the acquirer, or any other
applicable company during any period prohibited by then applicable “pooling of interests”
accounting treatment rules, whether before or after the Sale of the Company, provided that such
period of restriction prior to the closing of a Sale of the Company shall not exceed one hundred
twenty (120) days; and




          (d) after receiving proper notice of any and all meetings of stockholders of the Company to
vote on the approval of a Sale of the Company (“Meeting Notice”), be present, in person or
by proxy, along with any of their respective affiliated entities, as holders of shares of voting
securities, at all such meetings so that all shares of voting securities beneficially owned by such
shareholders and/or their affiliated entities may be counted for the purposes of determining the
presence of a quorum at such meetings; provided, however, that an Investor shall not be required to
take or refrain from taking any action under Sections 3(a), (b) and (c) above with respect to any
share of capital stock of the Company held by it for which the per share consideration to be
received by the Investor as a result of the Sale of the Company is less than the Investor’s
original per share purchase price of such shares.




     4. Termination.



          4.1 Termination Events. This Agreement shall terminate upon the earlier of:




               (a) A firm commitment underwritten public offering by the Company of shares of its Common
Stock pursuant to a registration statement under the Securities Act of 1933, as amended, the public
offering price of which is not less than $6.00 per share (appropriately adjusted for any stock
split, dividend, combination or other recapitalization) and which results in aggregate cash
proceeds to the Company of $20,000,000 (net of underwriting discounts and commissions); or



               (b) The sale, conveyance or disposal of all or substantially all of the Company’s property or
business or the Company’s merger into or consolidation with any other corporation (other than a
wholly-owned subsidiary corporation) or if the Company effects any other transaction or series of
related transactions in which more than fifty percent (50%) of the voting power of



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the Company is disposed of, provided that this Section 3.1(b) shall not apply to a
merger effected exclusively for the purpose of changing the domicile of the Company.




               4.2 Removal of Legend. At any time after the termination of this Agreement in
accordance with Section 3.1, any holder of a stock certificate legend pursuant to Section 2.3 may
surrender such certificate to the Company for removal of the legend, and the Company will duly
reissue a new certificate without the legend.



     5. Miscellaneous.



          5.1 Successors and Assigns. The terms and conditions of this Agreement shall inure to
the benefit of and be binding upon the respective successors and assigns of the parties. Nothing
in this Agreement, express or implied, is intended to confer upon any party other than the parties
hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities
under or by reason of this Agreement, except as expressly provided in this Agreement.




          5.2 Amendments and Waivers. This Agreement amends, restates and supersedes in its
entirety the Prior Agreement. Any term hereof may be amended or waived only with the written
consent of the Company, the Founder, the Common Holders holding at least a majority of the shares
of Common Stock held by them and Investors holding at least two-thirds (2/3rds) of the
Preferred Stock held by all Investors, provided further, if such proposed amendment would adversely
effect the rights of Caterpillar, Komatsu, Accel or KPCB under Sections 1.1, 1.2 and 1.3 to appoint
or remove a director selected by them, then such amendment shall require the consent of
Caterpillar, Komatsu, Accel or KPCB, as appropriate. Any amendment or waiver effected in
accordance with this Section 5.2 shall be binding upon the Company, the Investors, any holder of
Founder’s shares, the Common Holders and each of their respective successors and assigns. The
Company may at any time cause new investors to be party to this Agreement by appending their
signature to this Agreement.




          5.3 Notices. Any notice required or permitted by this Agreement shall be in writing
and shall be deemed sufficient on the date of delivery, when delivered personally or by overnight
courier or sent by telegram or fax, or forty-eight (48) hours after being deposited in the U.S.
mail, as certified or registered mail, with postage prepaid, and addressed to the party to be
notified at such party’s address or fax number as set forth on the signature page or on Exhibit
A hereto, or as subsequently modified by written notice.




          5.4 Severability. If one or more provisions of this Agreement are held to be
unenforceable under applicable law, the parties agree to renegotiate such provision in good faith.
In the event that the parties cannot reach a mutually agreeable and enforceable replacement for
such provision, then (a) such provision shall be excluded from this Agreement, (b) the balance of
the Agreement shall be interpreted as if such provision were so excluded and (c) the balance of the
Agreement shall be enforceable in accordance with its terms.




          5.5 Governing Law. This Agreement and all acts and transactions pursuant hereto and
the rights and obligations of the parties hereto shall be governed, construed and interpreted in
accordance with the laws of the State of California, without giving effect to principles of
conflicts of law.




          5.6 Counterparts. This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original and all of which together shall constitute one instrument.




          5.7 Titles and Subtitles. The titles and subtitles used in this Agreement are used
for convenience only and are not to be considered in construing or interpreting this Agreement.







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[Signature Page Follows]





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     The parties hereto have executed this Voting Agreement as of the date first written
above.



	 	 	 	 	 	 	 	 	 	 	 	 	 

	COMPANY:	 	FOUNDER:	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	IRONPLANET.COM, INC.	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	By:	 	/s/ Kevin Efrusy	 	/s/ Reza Bundy Saadlou	 	 
	 	 	 	 	 	 	 
	 	 	Kevin Efrusy, President	 	Reza Bundy Saadlou	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Address:	 	101 University Ave.	 	Address:	 	101 University Ave.	 	 
	 

	 	 	 	Suite 240
	 	 	 	 	 	Suite 240	 	 
	 

	 	 	 	Palo Alto, CA 94301
	 	 	 	 	 	Palo Alto, CA 94301	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	COMMON HOLDERS	 	INVESTORS	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Kevin Efrusy	 	Arthur Patterson and ACP Family Partnership L.P.	 	 
	(Print Name)	 	(Print Name)	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	By:	 	/s/ Kevin Efrusy	 	By:	 	/s/ Arthur Patterson	 	 
	 	 	 	 	 	 	 	 	 
	 

	 	Name:
	 	Kevin Efrusy
	 	 	 	Name:	 	 	 	 
	 

	 	 	 	(Print)
	 	 	 	 	 	(Print)	 	 
	 

	 	Title:
	 	 	 	 	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	KPCB Holdings, Inc., as nominee	 	Accel VII L.P.	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	By:	 	/s/	 	By:	 	Accel VII Associates L.L.C.	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	Its Senior Vice President	 	 	 	Its General Partner	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	By:	 	/s/ Arthur Patterson	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Managing Member	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Accel Internet Fund III L.P.	 	Accel Investors ’99 L.P.	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	By:	 	Accel Internet Fund III
Associates L.L.C.	 	By:	 	/s/ Arthur Patterson	 	 
	 	 	Its General Partner	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	By:	 	/s/ Arthur Patterson	 	 	 	/s/ Arthur Patterson	 	 
	 	 	 	 	 	 	 	 	 
	 	 	Managing Member	 	 	 	Arthur C. Patterson	 	 






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 

	 	 	 	 	 	 	CATERPILLAR INC.	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	By:	 	/s/ James S. Beard	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	Name:
	 	James S. Beard	 	 
	 

	 	 	 	 	 	 	 	 	 	(Print)	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Address:	 	100 N.E. Adams Street	 	 
	 

	 	 	 	 	 	 	 	 	 	Peoria, IL 61629	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	KOMATSU AMERICA CORP.	 	VOLVO CONSTRUCTION EQUIPMENT N.V.	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	By:	 	/s/ M. Nakamura	 	By:	 	/s/ Anthony C. Helsham	 	 
	 	 	 	 	 	 	 	 	 
	 

	 	Name:
	 	M. Nakamura
	 	 	 	Name:
	 	Anthony C. Helsham	 	 
	 

	 	 	 	(Print)
	 	 	 	 	 	(Print)	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Address:	 	440 N. Fairway Drive	 	Address:	 	Chaassee de la Hulpe, 130	 	 
	 

	 	 	 	Vernon Hills, IL 60061
	 	 	 	 	 	BE-1000 Brussels Belgium	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	MARUBENI CONSTRUCTION MACHINERY	 	MAC INVESTMENT CO., INC.	 	 
	(AMERICA) INC.	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	By:	 	/s/ Hironori Okajima	 	By:	 	/s/ Michiaki Kano	 	 
	 	 	 	 	 	 	 	 	 
	 

	 	Name:
	 	Hironori Okajima
	 	 	 	Name:
	 	Michiaki Kano	 	 
	 

	 	 	 	(Print)
	 	 	 	 	 	(Print)	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Address:	 	200 E. Randolph Dr. #4838	 	Address:	 	450 Lexington Ave. 35 Fl.	 	 
	 

	 	 	 	Chicago, IL 60601
	 	 	 	 	 	New York, NY 10017	 	 






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	MARUBENI AMERICA CORP., INFORMATION	 	MARUBENI AMERICA CORP., MACHINERY	 	 
	TECHNOLOGY & INFRASTRUCTURE PROJECT	 	GROUP	 	 
	GROUP	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	By:	 	/s/ Takeshi Nakabayashi	 	By:	 	/s/ Hisahi Miyazaki	 	 
	 	 	 	 	 	 	 	 	 
	 

	 	Name:
	 	Takeshi Nakabayashi
	 	 	 	Name:
	 	Hisahi Miyazaki	 	 
	 

	 	 	 	(Print)
	 	 	 	 	 	(Print)	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Address:	 	450 Lexington Ave. 35 Fl.	 	Address:	 	450 Lexington Ave. 35 Fl.	 	 
	 

	 	 	 	New York, NY 10017
	 	 	 	 	 	New York, NY 10017	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	COMDISCO, INC.	 	RESOURCE VENTURES L.P.	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	By:	 	/s/ Jill C. Hanses	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 

	 	Name:
	 	Jill C. Hanses
	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	(Print)
	 	 	 	 	 	(Print)	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Address:	 	6111 North River Road	 	Address:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	Rosemont, IL 60018	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	IGNITE VENTURES II, L.P.	 	IGNITE ENTREPRENEURS, L.P.	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	By:	 	/s/ Nobuo Mii	 	By:	 	/s/ Nobuo Mii	 	 
	 	 	 	 	 	 	 	 	 
	 

	 	Name:
	 	Nobuo Mii
	 	 	 	Name:
	 	Nobuo Mii	 	 
	 

	 	 	 	(Print)
	 	 	 	 	 	(Print)	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Address:	 	255 Shoreline Dr. #510	 	Address:	 	255 Shoreline Dr. #510	 	 
	 

	 	 	 	RWC CA 94065
	 	 	 	 	 	RWC CA 94065	 	 






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	INVESTORS	 	INVESTORS	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Auchincloss Wadsworth & Co. L.P.	 	DynCorp Technical Services	 	 
	(Print Name)	 	(Print Name)	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	By:	 	/s/ Eliot Wadsworth II	 	By:	 	/s/ RB Alleger	 	 
	 	 	 	 	 	 	 	 	 
	 

	 	Name:
	 	/s/ Eliot Wadsworth II
	 	 	 	Name:
	 	RB Alleger	 	 
	 

	 	 	 	(Print)
	 	 	 	 	 	(Print)	 	 
	 

	 	Title:
	 	General Partner
	 	 	 	Title:
	 	President	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	INVESTORS	 	INVESTORS	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Brandon Nixon	 	Michael Jackson	 	 
	(Print Name)	 	(Print Name)	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	By:	 	/s/ Brandon Nixon	 	By:	 	/s/ Michael Jackson	 	 
	 	 	 	 	 	 	 	 	 
	 

	 	Name:
	 	 	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	(Print)
	 	 	 	 	 	(Print)	 	 
	 

	 	Title:
	 	 	 	 	 	Title:	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	INVESTORS	 	INVESTORS	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Barry D. Reynolds	 	William N. Thorndike, Jr.	 	 
	(Print Name)	 	(Print Name)	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	By:	 	/s/ Barry D. Reynolds	 	By:	 	/s/ William N. Thorndike, Jr.	 	 
	 	 	 	 	 	 	 	 	 
	 

	 	Name:
	 	 	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	(Print)
	 	 	 	 	 	(Print)	 	 
	 

	 	Title:
	 	 	 	 	 	Title:	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	INVESTORS	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	VLG Investments 1999	 	 	 	 	 	 	 	 
	(Print Name)	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	By:	 	/s/ Cathryn S. Chinn	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Name:
	 	Cathryn S. Chinn	 	 	 	 	 	 	 	 
	 

	 	 	 	(Print)	 	 	 	 	 	 	 	 
	 

	 	Title:
	 	Manager	 	 	 	 	 	 	 	 






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     The parties hereto have executed this Voting Agreement as of the date first written
above.



	 	 	 	 	 
	 	RING POWER CORPORATION 

 	 
	 	By:  	/s/ Randal L. Ringhaver
 	 
	 	 	Name:  	Randal L. Ringhaver 	 
	 	 	Title:  	President	 
	 
	 	Address:	500 World Commerce Parkway

St. Augustine, FL 32092	 
	 	Phone: 	(904) 201-7464	 
	 	Fax: 	(904) 281-0155	 
	 	E-mail: 	 	 



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     The parties hereto have executed this Voting Agreement as of the date first written above.



	 	 	 	 	 
	 	AUSTRALIAN CAPITAL EQUITY (USA), INC. 

 	 
	 	By:  	/s/ Jerry B. Daniel
 	 
	 	 	Name:  	Jerry B. Daniel 	 
	 	 	Title:  	President	 
	 
	 	Address:	222 W. 4th Street

Forth Worth, TX  976102	 
	 	Phone: 	(817) 335-6999	 
	 	Fax: 	(817) 870-1384	 
	 	E-mail: 	 	 



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     The parties hereto have executed this Voting Agreement as of the date first written
above.



	 	 	 	 	 
	 	EMPIRE SOUTHWEST, LLC 

 	 
	 	By:  	/s/ John Helms
 	 
	 	 	Name:  	John Helms 	 
	 	 	Title:  	Vice President and Chief Financial Officer 	 
	 
	 	Address:	1725 S. Country Club Drive

Mesa, AZ  85210	 
	 	Fax: 	(480) 633-4782	 




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