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.


 


3





















 


(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.


 


4





















 


(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.


 


5





















 


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.


 


6





















 


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 


 


7





















 


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.


 


8





















 


(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:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Guggenheim Capital,
  LLC

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
													



 





















 


SCHEDULE A


 


	
  NAME AND ADDRESS

  	
   

  	
  NUMBER 

  OF SHARES

  	
   

  	
  NUMBER

  OF OPTIONS, 

  WARRANTS, ETC.

  	
   

  
	
  Stellar Funding, Ltd. 

  c/o Guggenheim Investment 

  Management, LLC 

  135 E. 57th Street 

  New York, NY 10022 

  	
   

  	
  5,000,000 

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Guggenheim Capital, LLC 

  227 West Monroe Street, 

  Suite 4000 

  Chicago IL 60606

  	
   

  	
  1,250,000

  	
   

  	
   

  	
   

  



 


11