exv10w2



 






Exhibit 10.2




VOTING AGREEMENT




     This Voting Agreement (this “Agreement”) is dated as of April 3, 2005, by and among Petrohawk
Energy Corporation (“Petrohawk Energy Corporation” or “Petrohawk”), Mission Resources Corporation,
a Delaware corporation (“Mission”) and Stellar Funding, Ltd., a Cayman Islands company (“Stellar”)
and Guggenheim Capital, LLC, a Delaware limited liability company (“GC”) (Stellar and GC, each a
Stockholder and together, the “Stockholders”).



     WHEREAS, Stockholders desire that Petrohawk, Petrohawk Acquisition Corporation, a Delaware
corporation and wholly-owned subsidiary of Petrohawk (“Purchaser”), and Mission, enter into the
Agreement and Plan of Merger dated the date hereof (the “Merger Agreemen”)”; undefined capitalized
terms herein are defined in the Merger Agreement) providing for the merger of Mission with and into
Purchaser (the “Merger”) upon the terms and subject to the conditions set forth in the Merger
Agreement;



     WHEREAS, Stockholders are executing this Agreement as an inducement to Petrohawk to enter into
and execute the Merger Agreement (and this Agreement shall not be effective until the parties to
the Merger Agreement execute the Merger Agreement); and



     WHEREAS, the Board of Directors of Mission has adopted such resolutions as are necessary so
that the provisions of Section 203 of the DGCL are inapplicable to the execution and performance of
this Agreement;



     NOW, THEREFORE, in consideration of the execution and delivery by Petrohawk of the Merger
Agreement and the mutual covenants, conditions and agreements contained herein and therein, the
parties agree as follows:



1. Representations and Warranties.




     (a) Each Stockholder represents and warrants to Petrohawk as follows:




     (i) Stockholder is the record (through a nominee or pledgee) and beneficial owner of
that number of shares of capital stock of Mission set forth opposite its name on
Schedule A (together with any other shares of other capital stock of Mission
acquired after the date hereof including through the exercise of any stock options, warrants
or similar instruments) being collectively referred to herein as the “Subject Shares”) and
the other securities exercisable or exchangeable for such capital stock listed on
Schedule A (the “Other Securities” and, together with the Subject Shares, the
“Covered Securities”). Stockholder has the sole right to vote and Transfer (as defined
herein) the Covered Securities set forth opposite its name on Schedule A, and none
of such Covered Securities is subject to any voting trust or other agreement, arrangement or
restriction with respect to the voting or the Transfer of the Subject Shares, except (A) as
provided by this Agreement (it being understood that any pledge of the Pledged Shares (as
defined below) shall not be a breach of this representation) and (B) those arising under
applicable securities laws and (C) in the case of Stellar, those arising under the indenture
and management arrangements to which Stellar is a party (the “Stellar Arrangements”) and
under the February 25th PSA. Stockholder has all requisite power and authority
to enter into this Agreement and to perform its obligations hereunder. Stockholder is duly



 









 






organized, validly existing and in good standing under the laws of its jurisdiction of
organization. The execution and delivery of this Agreement by Stockholder and the
performance by Stockholder of its obligations hereunder have been duly authorized by all
necessary action on the part of Stockholder. This Agreement has been duly executed and
delivered by, and constitutes a valid and binding agreement of, Stockholder, enforceable
against Stockholder in accordance with its terms, except as enforcement may be limited by or
subject to the effects of bankruptcy, insolvency, reorganization, moratorium and other laws
relating to or affecting the rights of creditors and of general principles of equity.




     (ii) Neither the execution and delivery of this Agreement nor the performance by
Stockholder of its obligations hereunder will result in a violation of, or a default under,
or conflict with, (A) any provision of its certificate of incorporation, bylaws, partnership
agreement, limited liability company agreement or similar organizational documents, (B) any
contract, trust, commitment, agreement, understanding, arrangement or restriction of any
kind (other than as may relate to the Pledged Shares but subject to the proviso set forth in
(iv) below) to which Stockholder is a party or bound or to which the Covered Securities are
subject, except, in the case of clause (B), as would not prevent, delay or otherwise
materially impair Stockholder’s ability to perform its obligations hereunder. Execution,
delivery and performance of this Agreement by Stockholder will not violate, or require any
consent, approval or notice under, any provision of any judgment, order, decree, statute,
law, rule or regulation applicable to Stockholder or the Covered Securities, except (x) for
any reports under Sections 13(d) of the Exchange Act as may be required in connection with
this Agreement and the transactions contemplated hereby or (y) as would not reasonably be
expected to prevent, delay or otherwise materially impair Stockholder’s ability to perform
its obligations hereunder.




     (iii) [Intentionally omitted]




     (iv) The Covered Securities and the certificates representing such Covered Securities
are held by Stockholder, or by a nominee or custodian for the benefit of Stockholder, or, in
the case of Stellar, for the benefit of the indenture trustee pursuant to the Stellar
Arrangements, free and clear of all liens, claims, security interests, proxies, voting
trusts or agreements, understandings or arrangements or any other encumbrances whatsoever,
except for (A) any such encumbrances arising hereunder, or (B) any such encumbrances arising
pursuant to the pledge of any Covered Securities by Stockholder to a financial institution
(including, in the case of Stellar, the indenture trustee pursuant to the Stellar
Arrangements) or a brokerage firm (the “Pledged Shares”); provided, however, that
Stockholder represents that any such arrangement regarding such Pledged Shares shall not
prevent, delay or otherwise materially impair Stockholder’s ability to execute and deliver
this Agreement or perform its obligations hereunder and Stockholder shall use its reasonable
efforts to obtain an acknowledgment by the pledgee of the terms of this Agreement and such
pledgee’s agreement to vote the Pledged Shares (if and to the extent the voting power of the
Pledged Shares is being or to be exercised by pledgee) in accordance with Section 2.



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     (v) No broker, investment banker, financial advisor or other person is entitled to any
broker’s, finder’s, financial advisor’s or other similar fee or commission based upon
arrangements made by or on behalf of Stockholder in connection with its entering into this
Agreement. Stockholder shall have no obligation or liability of any kind with respect to
any fee, commission or other amount of any kind incurred or payable by or on behalf of
Petrohawk or Mission in connection with the Merger.




     (vi) Stockholder understands and acknowledges that Petrohawk is entering into the
Merger Agreement in reliance upon Stockholder’s execution and delivery of this Agreement.
Mission and Petrohawk understand and acknowledge that Stockholder is entering into this
Agreement in reliance upon Petrohawk’s and Mission’s execution and delivery of the Merger
Agreement and intended consummation of the Merger.



     (b) Petrohawk represents and warrants to Stockholders and Mission that:




     (i) The execution and delivery of this Agreement and the Merger Agreement (the
“Transaction Documents”) by Petrohawk and the performance by Petrohawk of its obligations
thereunder and the consummation of the transactions contemplated thereby have been duly
authorized by all necessary action on the part of Petrohawk. Each of the Transaction
Documents has been duly executed and delivered by, and constitutes a valid and binding
agreement of, Petrohawk, enforceable against Petrohawk in accordance with its terms, except
as enforcement may be limited by or subject to the effects of bankruptcy, insolvency,
reorganization, moratorium and other laws relating to or affecting the rights of creditors
and of general principles of equity.




     (ii) Neither the execution and delivery of the Transaction Documents nor the
performance by Petrohawk of its obligations thereunder will result in a violation of, or a
default under, or conflict with, (A) any provision of its certificate of incorporation,
bylaws, partnership agreement, limited liability company agreement or similar organizational
documents, (B) any contract, trust, commitment, agreement, understanding, arrangement or
restriction of any kind to which Petrohawk is a party or bound, except, in the case of
clause (B), as would not prevent, delay or otherwise materially impair Petrohawk’s ability
to perform its obligations thereunder or consummate the Merger. Execution, delivery and
performance of the Transaction Documents by Petrohawk will not violate, or require any
consent, approval or notice under, any provision of any judgment, order, decree, statute,
law, rule or regulation applicable to Petrohawk or the Covered Securities, except (x) for
any reports under Sections 13(d) of the Exchange Act as may be required in connection with
this Agreement and the transactions contemplated hereby or (y) as would not reasonably be
expected to prevent, delay or otherwise materially impair Petrohawks’s ability to perform
its obligations thereunder or consummate the Merger.




     (iii) There is no action, claim, suit, demand, hearing, notice of violation or
deficiency, or proceeding (including any investigation or partial proceeding, such as a
deposition), domestic or foreign, pending, or to the knowledge of Petrohawk threatened, that
could prevent the consummation of, materially impair or materially delay the Merger or any
of the transactions contemplated hereby.



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     (c) Mission represents and warrants to Stockholders and Petrohawk that:




     (i) The execution and delivery of the Transaction Documents by Mission and the
performance by Mission of its obligations thereunder and consummation of the transactions
contemplated thereby have been duly authorized by all necessary action on the part of
Mission. Each of the Transaction Documents has been duly executed and delivered by, and
constitutes a valid and binding agreement of, Mission, enforceable against Mission in
accordance with its terms, except as enforcement may be limited by or subject to the effects
of bankruptcy, insolvency, reorganization, moratorium and other laws relating to or
affecting the rights of creditors and of general principles of equity.




     (ii) Neither the execution and delivery of the Transaction Documents nor the
performance by Mission of its obligations thereunder will result in a violation of, or a
default under, or conflict with, (A) any provision of its certificate of incorporation,
bylaws, partnership agreement, limited liability company agreement or similar organizational
documents, (B) any contract, trust, commitment, agreement, understanding, arrangement or
restriction of any kind to which Mission is a party or bound, except, in the case of clause
(B), as would not prevent, delay or otherwise materially impair Mission’s ability to perform
its obligations thereunder or consummate the Merger. Execution, delivery and performance of
the Transaction Documents by Mission will not violate, or require any consent, approval or
notice under, any provision of any judgment, order, decree, statute, law, rule or regulation
applicable to Mission or the Covered Securities, except (x) for any reports under Sections
13(d) of the Exchange Act as may be required in connection with this Agreement and the
transactions contemplated hereby or (y) as would not reasonably be expected to prevent,
delay or otherwise materially impair Mission’s ability to perform its obligations thereunder
or consummate the Merger.




     (iii) There is no action, claim, suit, demand, hearing, notice of violation or
deficiency, or proceeding (including any investigation or partial proceeding, such as a
deposition), domestic or foreign, pending, or to the knowledge of Mission threatened, that
could prevent the consummation of, materially impair or materially delay the Merger or any
of the transactions contemplated hereby.



     (d) Petrohawk and Mission each represent and warrant to Stockholders that:




     (i) Other than the voting agreements of even date herewith between Petrohawk, Mission
and Harbert Distressed Investment Master Fund, Ltd. (the “Other Support Agreement”) and the
Purchase and Sale Agreements dated December 17, 2003, February 25, 2004 and March 15, 2004
between Mission, Stockholder and others, which agreements are publicly filed, it is not a
party to any agreement or understanding with any stockholder with respect to shares of
capital stock of Mission.




     (ii) The Other Support Agreement contains terms and conditions substantially the same
as and no more or less favorable to any other stockholder party thereto than those contained
in this Agreement.



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     (iii) Entering into this Agreement and the Other Support Agreement shall not result in
any adverse consequence to the Stockholders under Mission’s rights plan, under Section 203
of the DGCL or any similar protective provisions of the DGCL.




     (iv) The Other Support Agreement is the only other voting agreement which Petrohawk and
Mission are entering into with respect to the Merger, and Petrohawk and Mission will not
enter into any other voting agreements regarding the Merger.




     (v) To our knowledge, no filings of any kind (other than a Schedule 13D under the
Exchange Act reflecting this Agreement and any such Other Support Agreement) shall be
required to be filed by Stockholder or any such other stockholders in connection with the
entering into this Agreement or the Other Support Agreement or the consummation of the
Merger, including without limitation any Section 16 filings under the Exchange Act.



     (e) Mission hereby agrees with Stockholders that:



     (i) Mission hereby waives the provisions of Section 7.2 of that certain Purchase and Sale
Agreement dated as of February 25, 2004 by and between Stellar and Mission (“February 25 PSA”),
with respect to the Excess Voting Securities (as that term is defined in the February 25 PSA);
provided, however, that such waiver shall only be effective during the Term and only with respect
to the matters described in Section 2. Stockholders and Mission agree and acknowledge that
notwithstanding the provisions of Section 7.2 of the February 25 PSA, Stockholders shall vote all
of their Subject Shares (including the Excess Voting Securities) in accordance with the provisions
of this Agreement including but not limited to Section 2 hereof; provided, however, that such
ability to vote all of the Subject Shares notwithstanding the provisions of Section 7.2 of the
February 25 PSA shall only be effective during the Term and only with respect to the matters
described in Section 2.



     2. Voting Agreements. During the Term (as defined below) of this Agreement, at any meeting of
stockholders of Mission or at any adjournment thereof or in any other circumstances upon which a
vote, consent or other approval (including by written consent) relating to the Merger is sought,
Stockholders shall, including by executing a written consent solicitation if requested by
Petrohawk, vote (or cause to be voted) the Subject Shares: (a) in favor of the Merger, the adoption
by Mission of the Merger Agreement and the approval of the terms thereof and (b) against any
transaction, agreement, matter or other Acquisition Proposal that would reasonably be expected to
impede, interfere with, delay, postpone or attempt to discourage the Merger and the Merger
Agreement.



     3. Irrevocable Proxy. Each Stockholder hereby appoints Petrohawk as its proxy to vote all of
Stockholder’s Subject Shares at any meeting of stockholders of Mission (including any adjournments
and
postponements thereof) on the matters described in Section 2, and to execute and deliver
any written consents to fulfill such Stockholder’s obligations under this Agreement. This proxy is
coupled with an interest and is irrevocable until the end of the Term, at which time it shall
terminate.



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     4. Revocation of Other Proxies. To the extent inconsistent with the other provisions of this
Agreement or the Merger Agreement, each Stockholder hereby revokes any and all previous proxies
with respect to such Stockholder’s Subject Shares (other than, in the case of Stellar, the proxies
granted by Stellar pursuant to the Stellar Arrangements to the related indenture trustee and
collateral manager).



     5. Other Covenants. Each Stockholder agrees with, and covenants to, Petrohawk during the Term
of this Agreement as follows:




	 	(a)  	Stockholder shall not after the date hereof (i) sell, transfer, pledge, assign
or otherwise dispose of (including by gift) (collectively, “Transfer”), or consent to
any Transfer of, any Covered Securities or any interest therein, except pursuant to the
Merger, (ii) enter into any contract, option or other agreement with respect to any
Transfer of any or all of the Covered Securities or any interest therein, (iii) grant
any proxy, power-of-attorney or other authorization in or with respect to the Subject
Shares or (iv) deposit the Subject Shares into a voting trust or enter into a voting
agreement or voting arrangement with respect to the Subject Shares; provided, that
Stockholder may Transfer any of the Covered Securities to an affiliate of Stockholder
(provided such affiliates evidences in a writing reasonably satisfactory to the other
parties hereto such affiliate’s agreement to the terms hereof) or any other person or
entity who is on the date hereof or hereafter becomes a party to a similar agreement;
provided, further, that the restrictions in this Section 5 shall not be deemed violated
by any Transfer of Covered Securities pursuant to a cashless exercise of stock options
or warrants; and provided, further, that a pledge of Pledged Shares made in accordance
with Section 1(a)(iv) shall not be deemed to be a violation of the restrictions in this
Section 5 and, in the case of Stellar, none of the following shall be deemed to be a
violation of the restrictions in this Section 5: (A) the pledge by Stellar of the
Covered Securities pursuant to the Stellar Arrangements, (B) any sale of the Covered
Securities that is required by the Stellar Arrangements (for example, upon the
occurrence of an event of default thereunder and the liquidation of the collateral
under the related indenture (provided that Stellar uses reasonable efforts to cause the
purchaser in such sale to evidence in a writing reasonably satisfactory to the other
parties hereto such purchaser’s agreement to the terms hereof) and (C) any other sale
of the Covered Securities that is permitted by the Stellar Arrangements (provided that,
as a condition to such sale, Stellar causes the purchaser in such sale to evidence in
writing reasonably satisfactory to the other parties hereto such purchaser’s agreement
to the terms hereto.
	 
	 	(b)  	Stockholder hereby waives any rights of appraisal, or rights to dissent from
the Merger, that such Stockholder may have.




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     6. Additional Covenants. During the Term of this Agreement the Stockholders shall not exercise any
of the Other Securities other than as contemplated by Section 1.8 of the Merger Agreement.



     7. Certain Events. This Agreement and the obligations hereunder shall, during the Term
hereof, attach to each Stockholder’s Covered Securities and shall be binding upon any Person to
which legal or beneficial ownership of such Shares shall pass, whether by operation of law or
otherwise, including such Stockholder’s administrators or successors except to the extent that more
specific provision is made herein with respect to the transfer of Covered Securities (such as
exceptions in the cases of Pledged Shares and Stellar Arrangements. In the event of any stock
split, stock dividend, merger, reorganization, recapitalization or other change in the capital
structure of Mission affecting the Covered Securities or the acquisition of additional shares of
Covered Securities or other voting securities of Mission by a Stockholder, the number of Covered
Securities listed on Schedule A beside the name of each Stockholder shall be adjusted
appropriately and this Agreement and the obligations hereunder shall attach to any additional
Covered Securities or other voting securities of Mission issued to or acquired by each Stockholder.



     8. Stop Transfer. Mission shall not register the transfer of any certificate representing any
Covered Securities during the Term hereof, unless such transfer is made to Petrohawk or otherwise
in compliance with this Agreement.



     9. Stockholder Capacity. No person executing this Agreement (or an affiliate thereof) who is
or becomes during the Term a director of Mission makes any agreement or understanding herein in his
capacity as such director. Each Stockholder signs solely in its capacity as the record and
beneficial owner of, or the trustee of a trust whose beneficiaries are the beneficial owners of,
such Stockholder’s Covered Securities.



     10. Further Assurances. Each Stockholder shall, upon request of Petrohawk, execute and
deliver any additional documents and take such further actions as may reasonably be deemed by
Petrohawk to be necessary or desirable to carry out the provisions hereof.



     11. Termination. This Agreement, and all rights and obligations of the parties hereunder,
shall commence upon the execution of the Merger Agreement as contemplated above and terminate upon
(and shall only be effective from the date hereof until) the first to occur of (i) the Effective
Time, (ii) the date upon which the Merger Agreement is terminated in accordance with its terms,
(iii) the mutual consent of Petrohawk and Stockholders, (iv) material breach of any representation,
warranty or covenant hereunder, (v) the date of any amendment, waiver or modification to the Merger
Agreement in a manner that reduces the Merger Consideration or otherwise materially adversely
affects the Stockholders, or (vi) December 31, 2005 (such period from the date hereof until such
termination is referred to herein as the “Term”); provided, however, that (x) Section 12 shall
survive any termination of this Agreement and (y) termination of this Agreement pursuant to clause
(iv) above shall not relieve any party hereto from liability for any willful and knowing breach
hereof prior to such termination.



     12. Payment for Shares. Petrohawk hereby covenants and agrees with the Stockholders that it
shall take all actions reasonably necessary to ensure that immediately



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following the Effective
Time, each Stockholder shall receive, if applicable, the Per Share Cash Consideration which the
Stockholder is entitled to receive pursuant to the terms of the Merger Agreement in immediately
available funds. The remainder of the Merger Consideration that the Stockholders would be entitled
to receive under the Merger Agreement would be distributed following the Effective Time in the
manner set forth in the Merger Agreement.



     13. Miscellaneous.



     (a) All notices, requests, claims, demands and other communications under this Agreement shall
be in writing and shall be deemed given if delivered personally or sent by overnight courier
(providing proof of delivery) to the parties at the following addresses (or at such other address
for a party as shall be specified by like notice): (i) if to Petrohawk or Mission, to the
appropriate address set forth in Section 8.4 of the Merger Agreement; and (ii) if to Stockholders,
to the appropriate address set forth on Schedule A.



     (b) Each party to this Agreement (“Party”) submits to the jurisdiction of any state or federal
court sitting in the State of Delaware in any dispute or action arising out of or relating to this
Agreement and agrees that all claims in respect of such dispute or action may be heard and
determined in any such court. Each Party also agrees not to bring any dispute or action arising
out of or relating to this Agreement in any other court. Each Party agrees that a final judgment
in any dispute or action so brought will be conclusive and may be enforced by action on the
judgment or in any other manner provided at law (common, statutory or other) or in equity. Each
Party waives any defense of inconvenient forum to the maintenance of any dispute or action so
brought and waives any bond, surety, or other security that might be required of any other Party
with respect thereto.



     (c) Each Party appoints CSC Corporation, Wilmington, Delaware their agent to receive on their
behalf service of copies of the summons and complaint and any other process
that might be served in an dispute or action (the “Process Agent”). Any Party may make
service on any other Party by sending or delivering a copy of the process (i) to the Party to be
served at the address and in the manner provided for the giving of notices in Section 12(a) or (ii)
to the Party to be served in care of the Process Agent at the address and in the manner provided
for the giving of notices in Section 12(a).



     (d) 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.



     (e) This Agreement may be executed in two or more counterparts, all of which shall be
considered one and the same agreement and shall become effective as to each Stockholder when one or
more counterparts have been signed by each of Petrohawk, Mission and the Stockholders and delivered
to Petrohawk, Mission and the Stockholders.



     (f) This Agreement (including the documents and instruments referred to herein) 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, and this Agreement is not
intended to confer upon any other person (other than Petrohawk) any rights or remedies hereunder.



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     (g) This Agreement shall be governed by, and construed in accordance with, the laws of the
State of Delaware, regardless of the laws that might otherwise govern under applicable principles
of conflicts of laws thereof.



     (h) Neither this Agreement nor any of the rights, interests or obligations under this
Agreement shall be assigned, in whole or in part, by operation of law or otherwise, by any of the
parties without the prior written consent of the other parties. Any assignment in violation of the
foregoing shall be void.



     (i) As between Stockholders and Petrohawk, each of such Parties agrees that irreparable damage
to the other, non-breaching party would occur and that such non-breaching party would not have any
adequate remedy at law in the event that any of the provisions of this Agreement were not performed
in accordance with their specific terms or were otherwise breached. It is accordingly agreed that
the non-breaching party shall be entitled to an injunction or injunctions to prevent breaches by
the other party of this Agreement and to enforce specifically the terms and provisions of this
Agreement, this being in addition to any other remedy to which it may be entitled at law or in
equity.



     (j) If any term, provision, covenant or restriction herein, or the application thereof to any
circumstance, shall, to any extent, be held by a court of competent jurisdiction to be invalid,
void or unenforceable, the remainder of the terms, provisions, covenants and restrictions herein
and the application thereof to any other circumstances shall remain in full force and effect, shall
not in any way be affected, impaired or invalidated, and shall be enforced to the fullest extent
permitted by law.



     (k) No amendment, modification or waiver in respect of this Agreement shall be effective
against any Party unless it shall be in writing and signed by such Party.



[SIGNATURE PAGE FOLLOWS]




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     IN WITNESS WHEREOF, Petrohawk, Mission, and the Stockholders have caused this Agreement to be
duly executed and delivered as of the date first written above.



	 	 	 	 	 
	 	 	Petrohawk Energy Corporation
	 
	 	 	 	 
	

	 	By:
	 	/s/ Floyd C. Wilson
	

	 	Name:
	 	Floyd C. Wilson
	

	 	Title:
	 	Chairman, President and Chief Executive Officer
	 
	 	 	 	 
	 
	 	 	 	 
	 	 	Mission Resources Corporation
	 
	 	 	 	 
	

	 	By:
	 	/s/ Robert L. Cavnar
	

	 	Name:
	 	Robert L. Cavnar
	

	 	Title:
	 	Chairman, President and Chief Executive Officer
	 
	 	 	 	 
	 
	 	 	 	 
	 	 	STOCKHOLDERS:
	 
	 	 	 	 
	 	 	Stellar Funding, Ltd.
	 
	 	 	 	 
	 	 	By: Guggenheim Investment Management, LLC
	 
	 	 	 	 
	

	 	By:
	 	/s/ Todd Boehly
	

	 	 	 	 
	

	 	Name:
	 	Todd Boehly
	

	 	 	 	 
	

	 	Title:
	 	Managing Director
	

	 	 	 	 
	 
	 	 	 	 
	 	 	Guggenheim Capital, LLC
	 
	 	 	 	 
	

	 	By:
	 	/s/ Todd Boehly
	

	 	 	 	 
	

	 	Name:
	 	Todd Boehly
	

	 	 	 	 
	

	 	Title:
	 	Managing Partner
	

	 	 	 	 






 









 






SCHEDULE A




	 	 	 	 	 	 	 	 	 
	NAME AND ADDRESS	 	NUMBER	 	 	NUMBER	 
	 	 	OF SHARES	 	 	OF OPTIONS,	 
	 	 	 	 	 	WARRANTS, ETC.	 
	Stellar Funding, Ltd.
	 	 	5,000,000	 	 	 	 	 
	c/o Guggenheim Investment
Management, LLC
	 	 	 	 	 	 	 	 
	135 E. 57th Street
	 	 	 	 	 	 	 	 
	
 
	 	 	 	 	 	 	 
	New York, NY 10022
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Guggenheim Capital, LLC
	 	 	1,250,000	 	 	 	 	 
	227 West Monroe Street, Suite 4000
	 	 	 	 	 	 	 	 
	Chicago IL 60606