exv10w2



 





Exhibit 10.2




VOTING AGREEMENT




     Voting Agreement (this “Agreement”), dated as of May ___, 2007, by and among NNN REALTY
ADVISORS, INC., a Delaware corporation (the “Company”), and the stockholder listed on the signature
pages hereto (the “Stockholder”).



     WHEREAS, simultaneously with the execution and delivery of this Agreement, the Company, Grubb
& Ellis Company, a Delaware corporation (“Parent”), and B/C Holdings, Inc., a Delaware corporation
and a wholly-owned subsidiary of Parent (“Merger Sub”), are entering into an Agreement and Plan of
Merger, dated as of the date hereof (the “Merger Agreement”), providing, among other things, for
the merger of Merger Sub with and into the Company with the Company continuing as the surviving
corporation and wholly-owned subsidiary of Parent (the “Merger”); and



     WHEREAS, as of the date hereof, the Stockholder is the Beneficial Owner (as defined below) of,
and has the sole right to vote, or direct the voting of, and dispose of that number of shares of
common stock, par value $0.01 per share (the “Parent Shares”), of the Parent set forth beside the
Stockholder’s name on Schedule A hereto; and



     WHEREAS, concurrently with the execution of the Merger Agreement, and as a condition to the
Company entering into the Merger Agreement and incurring the obligations set forth therein, the
Company has required that the Stockholder enter into this Agreement.



     NOW, THEREFORE, in consideration of the foregoing and the mutual representations, warranties,
covenants and agreements contained herein, the parties hereto, intending to be legally bound,
hereby agree as follows:



ARTICLE I




DEFINITIONS




     Capitalized terms used but not defined in this Agreement are used in this Agreement with the
meanings given to such terms in the Merger Agreement. In addition, for purposes of this Agreement:



     “Affiliate” means, with respect to any specified Person, any Person that directly, or
indirectly through one or more intermediaries, controls, or is controlled by, or is under common
control with, the Person specified. For purposes of this Agreement, with respect to the
Stockholder, “Affiliate” shall not include the Parent and the Persons that directly, or
indirectly through one or more intermediaries, are controlled by the Parent. For the avoidance of
doubt, no officer or director of the Parent shall be deemed an Affiliate of another officer or
director of the Parent by virtue of his or her status as a director or officer of the Parent.



     “Alternative Transaction” means (i) any transaction of the type described in clauses
(i) through (iii) of the definition of Competing Proposal contained in the Merger Agreement other
than the transactions contemplated by the Merger Agreement and (ii) any other action, agreement or
transaction that might hinder, delay, impede or frustrate the consummation of the transactions
contemplated by the Merger Agreement.



 









 





     “Beneficially Owned” or “Beneficial Ownership” with respect to any securities
means having beneficial ownership of such securities (as determined pursuant to Rule 13d-3 under
the Exchange Act, disregarding the phrase “within 60 days” in paragraph (d)(l)(i) thereof),
including pursuant to any agreement, arrangement or understanding; whether or not in writing.
Without duplicative counting of the same securities, securities Beneficially Owned by a Person
shall include securities Beneficially Owned by (i) all Affiliates of such Person, and (ii) all
other Persons with whom such Person would constitute a “Group” within the meaning of Section 13(d)
of the Exchange Act and the rules promulgated thereunder.



     “Beneficial Owner” with respect to any securities means a Person that has Beneficial
Ownership of such securities.



     “Equity Interest” means with respect to any Person, any and all shares, interests,
participations, rights in, or other equivalents (however designated and whether voting or
non-voting) of, such Person’s capital stock or other equity interests (including, without
limitation, partnership or membership interests in a partnership or limited liability company or
any other interest or participation that confers on a Person the right to receive a share of the
profits and losses, or distributions of assets, of the issuing Person) whether outstanding on the
date hereof or issued after the date hereof.



     “Person” means an individual, corporation, limited liability company, partnership,
association, trust or any other entity or organization, including any Governmental Entity (as
defined in the Merger Agreement).



     “Subject Shares” means, with respect to the Stockholder, without duplication, (i)
Parent Shares owned by the Stockholder on the date hereof as described on Schedule A hereto, (ii)
any additional Parent Shares acquired by the Stockholder or over which it acquires Beneficial
Ownership, whether pursuant to existing stock option agreements or otherwise, (iii) any Equity
Interests of any Person that the Stockholder is or becomes entitled to receive by reason of being a
holder of any of the Subject Shares, and (iv) any Equity Interests or other property into which any
of such Subject Shares shall have been or shall be converted or changed, whether by amendment to
the certificate of incorporation of the Parent, merger, consolidation, reorganization,
reclassification, capital change or otherwise.



     “Transfer” means, with respect to a security, the sale, transfer, pledge,
hypothecation, encumbrance, assignment or disposition of such security or the Beneficial Ownership
thereof, the offer to make such a sale, transfer or other disposition, and each option, agreement,
arrangement or understanding, whether or not in writing, to effect any of the foregoing. As a
verb, “Transfer” shall have a correlative meaning.



ARTICLE II




COVENANTS OF THE STOCKHOLDER




     Section 2.1 Agreement to Vote. The Stockholder agrees as follows:




	 	(a)	 	At any meeting of the stockholders of the Parent held prior to the Expiration
Date (as defined in Section 5.13), however called, and at every adjournment or





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	 	 	 	postponement thereof prior to the Expiration Date, or in connection with any written
consent of, or any other action by, the stockholders of the Parent given or
solicited prior to the Expiration Date, Stockholder shall vote or cause to be voted,
or provide or cause to be provided, a consent with respect to, all of the Subject
Shares entitled to vote or to consent thereon (a) in favor of approval of the Parent
Certificate of Incorporation Amendment and issuance of shares in connection with the
Merger and the transactions contemplated thereby, and any actions required in
furtherance thereof and (b) against any Alternative Transaction.
	 
	 	(b)	 	Stockholder shall not enter into any agreement or understanding with any Person
prior to the Expiration Date directly or indirectly to vote, grant any proxy or give
instructions with respect to the voting of, the Subject Shares, in a manner
inconsistent herewith.





     Section 2.2 Revocation of Proxies: Cooperation. The Stockholder agrees as follows:




	 	(a)	 	Stockholder agrees to the duties of the Stockholder under this Agreement.
	 
	 	(b)	 	Stockholder hereby represents and warrants that any proxies heretofore given in
respect of the Subject Shares are not irrevocable and Stockholder hereby revokes any
and all prior proxies with respect to such Subject Shares. Prior to the Expiration
Date, Stockholder shall not directly or indirectly grant any proxies (other than a
proxy or proxies to vote in accordance with this Agreement) or powers of attorney with
respect to the matters set forth in Section 2.1, deposit any of the Subject Shares or
enter into a voting agreement (other than this Agreement) with respect to any of the
Subject Shares.
	 
	 	(c)	 	At the Parent’s expense, Stockholder will (a) use all reasonable efforts to
cooperate with the Parent in connection with the transactions contemplated by the
Merger Agreement, (b) provide any information reasonably requested by the Parent for
any regulatory application or filing made or approval sought for such transactions.
	 
	 	(d)	 	Stockholder will take all action necessary to (i) vote Subject Shares in
accordance with the terms of this Agreement, and (ii) prevent creditors in respect of
any pledge of such shares from exercising their rights under such pledge.





     Section 2.3 No Solicitation. Stockholder agrees that:




	 	(a)	 	Stockholder shall not, and shall cause its Affiliates and its and their
directors, officers, employees, agents and attorneys (“Representatives”) not to,
directly or indirectly, (i) solicit, initiate, encourage or take any other action
to facilitate the submission of any Competing Proposal or other proposal related
to an Alternative Transaction, (ii) participate or engage in discussions or
negotiations with, or disclose or provide any non-public information relating to
the Parent or its Subsidiaries to, any Person with respect to, or take any other
action knowingly to facilitate, any inquiries or the making of any proposal that
constitutes, that would reasonably be expected to lead to any





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	 	 	 	Competing Proposal or any Alternative Transaction, (iii) approve, endorse or
recommend any Competing Proposal or Alternative Transaction or (iv) enter into
any agreement or agreement in principle, letter of intent or similar document
contemplating or otherwise relating to any Competing Proposal; provided,
however, that nothing set forth in this Agreement shall prohibit such
Shareholder or Representative who is a Representative of Parent from taking
all actions in connection with such Competing Proposal that Parent and its
Representatives are permitted to take under Section 6.3 and 8.1 of the Merger
Agreement.
	 
	 	(b)	 	Stockholder shall not enter into any agreement with any Person that
provides for, or could reasonably be expected to materially facilitate or is
designed to facilitate, a Competing Proposal.





     Section 2.4 Stockholder Capacity Only. Notwithstanding anything to the contrary
contained in this Agreement: (i) the provisions of this Agreement apply solely to the Stockholder
when acting in his or its capacity as a Stockholder of the Parent and not when acting or purporting
to act as a representative or an officer or director of the Parent (it being understood that the
Parent has separate and independent obligations to the Company under Section 6.3 of the Merger
Agreement); (ii) none of the provisions of this Agreement shall be construed to prohibit, limit or
restrict the Stockholder or any of its Representatives (A) who is a member of the Board of
Directors of the Parent from exercising his fiduciary duties to the Parent by voting or taking any
other action whatsoever in his capacity as a director or (B) who is an officer or employee of the
Parent from taking any action whatsoever in such capacity; and (iii) no action taken by the Parent
in respect of any Competing Proposal shall serve as the basis of a claim that the Stockholder is in
breach of its obligations hereunder notwithstanding the fact that the Stockholder or its
Representatives have provided advice or assistance to the Parent in connection therewith.



     Section 2.5 No Transfer of Subject Shares: Publicity. Stockholder agrees that:




	 	(a)	 	During the term of this Agreement, Stockholder shall not (i) subject any
of the Subject Shares to, or suffer to exist on any of the Subject Shares, any
Encumbrance (as defined in the Merger Agreement) or (ii) Transfer or agree to
Transfer any of the Subject Shares (other than by operation of the Merger) or
grant any proxy or power-of-attorney with respect to any of the Subject shares
(except for a proxy or proxies to vote in accordance with this Agreement).
	 
	 	(b)	 	Unless required by applicable law, neither the Stockholder nor any of its
Affiliates or Representatives shall make any press release or public announcement
with respect to the business or affairs of the Parent, Parent or Merger Sub,
including this Agreement and the Merger Agreement and the transactions
contemplated hereby and thereby, without the prior written consent of the
Company.





     Section 2.6 No Appraisal. Stockholder agrees not to make a written demand for



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appraisal in respect of the Subject Shares in accordance with Section 262 of the Delaware
General Corporation Law in connection with the Merger.



ARTICLE III




REPRESENTATIONS, WARRANTIES AND ADDITIONAL COVENANTS

OF THE STOCKHOLDER




     Stockholder represents, warrants and covenants to the Company that:



     Section 3.1 Ownership. Stockholder is the sole Beneficial Owner and legal owner of
the Subject Shares identified on Schedule A hereto and such shares constitute all of the capital
stock of the Parent Beneficially Owned by Stockholder. Stockholder has good and marketable title
to all of such shares, free and clear of all Encumbrances, claims, options, proxies, voting
agreements and security interests and has the sole right to such Subject Shares and there are no
restrictions on rights of disposition or other Liens pertaining to such Subject Shares, except as
described on Schedule A. None of the Subject Shares is subject to any voting trust or other
contract with respect to the voting thereof, and no proxy, power of attorney or other authorization
has been granted with respect to any of such Subject Shares.



     Section 3.2 Authority and Non-Contravention.




	 	(a)	 	If Stockholder is a corporation, Stockholder is a corporation duly organized,
validly existing and in good standing under the Laws of its jurisdiction of
organization.
	 
	 	(b)	 	Assuming due authorization, execution and delivery of this Agreement by the
Company, this Agreement has been duly and validly executed and delivered by Stockholder
and constitutes the legal, valid and binding obligation of Stockholder, enforceable
against Stockholder in accordance with its terms except (i) to the extent limited by
applicable bankruptcy, insolvency or similar laws affecting creditors’ rights and (ii)
the remedy of specific performance and injunctive and other forms of equitable relief
may be subject to equitable defenses and to the discretion of the court before which
any proceeding therefor may be brought. Stockholder has all necessary power,
authority and legal capacity to execute and deliver this Agreement and to perform its
obligations under this Agreement and no other proceedings or actions on the part of
Stockholder are necessary to authorize the execution, delivery or performance of this
Agreement or the consummation of the transactions contemplated hereby. If Stockholder
is a corporation, such actions have been duly authorized and approved by all necessary
corporate action of Stockholder.
	 
	 	(c)	 	Stockholder is not nor will it be required to make any filing with or give any
notice to, or to obtain any consent from, any Person in connection with the execution,
delivery or performance of this Agreement or obtain any Permit from any Governmental
Entity for any of the transactions contemplated hereby, except as may be required by
Section 13 or Section 16 of the Securities Exchange Act.




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	 	(d)	 	Neither the execution and delivery of this Agreement by Stockholder nor the
consummation of the transactions contemplated hereby will directly or indirectly
(whether with notice or lapse of time or both) (i) in the event Stockholder is a
corporation, conflict with, result in any violation of or require any consent under any
provision of the governing documents of Stockholder, (ii) conflict with, result in any
violation of, require any consent under or constitute a default by Stockholder under
any mortgage, bond, indenture, agreement, instrument or obligation to which Stockholder
is a party or by which it or any of Stockholder’s assets (including the Subject Shares)
are bound, or violate any Permit of any Governmental Entity, or any Law or order to
which such Stockholder, or any of its assets (including the Subject Shares), may be
subject, or (iii) result in the imposition or creation of any Encumbrance upon or with
respect to any of the assets owned or used by Stockholder (including the Subject
Shares).





     Section 3.3 Total Shares. Except as set forth on Schedule A hereto, Stockholder, is
not the Beneficial Owner of, and does not have (whether currently, upon lapse of time, following
the satisfaction of any conditions, upon the occurrence of any event or any combination of the
foregoing) any right to acquire, and has no other interest in or voting rights with respect to, any
Parent Shares or any securities convertible into or exchangeable or exercisable for Parent Shares.



     Section 3.4 Reliance. Stockholder understands and acknowledges that the Company is
entering into the Merger Agreement in reliance upon Stockholder’s execution, delivery and
performance of this Agreement.



ARTICLE IV




REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY




     The Company represents, warrants and covenants to the Stockholder that, assuming due
authorization, execution and delivery of this Agreement by the Stockholder, this Agreement
constitutes the legal, valid and binding obligation of the Company, enforceable against the Company
in accordance with its terms except (i) to the extent limited by applicable bankruptcy, insolvency
or similar laws affecting creditors’ rights and (ii) the remedy of specific performance and
injunctive and other forms of equitable relief may be subject to equitable defenses and to the
discretion of the court before which any proceeding therefor may be brought. The Company has the
corporate power and authority to execute and deliver this Agreement and to perform its obligations
hereunder. The execution and delivery by the Company of this Agreement and the consummation by the
Company of the transactions contemplated hereby have been duly and validly authorized by the Board
of Directors of the Company and no other corporate proceedings on the part of the Company are
necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This
Agreement has been duly and validly executed and delivered by the Company.



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ARTICLE V




GENERAL PROVISIONS




     Section 5.1 No Ownership Interest. Nothing contained in this Agreement shall be
deemed to vest in the Company any direct or indirect ownership or incidents of ownership of or with
respect to the Subject Shares. All rights, ownership and economic benefits of and relating to the
Subject Shares shall remain and belong to the Stockholder, and the Company shall have no authority
to manage, direct, superintend, restrict, regulate, govern or administer any of the policies or
operations of the Parent or exercise any power or authority to direct the Stockholder in the voting
of any of the Subject Shares, except as otherwise expressly provided herein or in the Merger
Agreement.



     Section 5.2 Notices. All notices, consents, waivers and other communications under
this Agreement shall be in writing (including facsimile or similar writing) and shall be given:



                    (a) If to Company, to:


If to Company, to:

NNN Realty Advisors, Inc.

c/o Tony Thompson

Chairman

1551 North Tustin Avenue

Suite 300

Santa Ana, CA 92705



with a copy simultaneously and by like means to:

Alston & Bird LLP

One Atlantic Center

1201 West Peachtree Street

Atlanta, GA 30309-3424

Facsimile: (404) 881-7777

Attn: Rosemarie Thurston, Esq.




                    (b) If to a Stockholder, to Stockholder’s address set forth
on Schedule A hereto; with a copy
simultaneously and by like means to:


Carson Fisher, P.L.C.

4111Andover Road

West, Second Floor

Bloomfield Hills, MI 48302-1924

Facsimile: (248) 644-1832

Attn: Robert M. Carson, Esq.



or such other address or facsimile number as a party may hereafter specify for the purpose by
notice to the other parties hereto. Each notice, consent, waiver or other communication under this
Agreement shall be effective only (a) if given by facsimile, when the facsimile is transmitted




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to the facsimile number specified in this Section and the appropriate facsimile confirmation is
received or (b) if given by overnight courier or personal delivery when delivered at the address
specified in this Section.




     Section 5.3 Further Actions. Upon the request of any party to this Agreement, the
other party will (a) furnish to the requesting party any additional information, (b) execute and
deliver, at their own expense, any other documents and (c) take any other actions as the requesting
party may reasonably require to more effectively carry out the intent of this Agreement.



     Section 5.4 Entire Agreement and Modification. This Agreement constitutes the entire
agreement between the parties with respect to the subject matter hereof and supersedes all prior
agreements and understandings, both written and oral, between the parties with respect to its
subject matter and constitutes (along with the documents delivered pursuant to this Agreement) a
complete and exclusive statement of the terms of the agreement between the parties with respect to
its subject matter. This Agreement may not be amended, supplemented or otherwise modified except
in a written document executed by the party against whose interest the modification will operate.



     Section 5.5 Drafting and Representation. The parties agree that the terms and
language of this Agreement were the result of negotiations between the parties and, as a result,
there shall be no presumption that any ambiguities in this Agreement shall be resolved against any
party. Any controversy over construction of this Agreement shall be decided without regard to
events of authorship or negotiation.



     Section 5.6 Severability. Any provision of this Agreement which is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without affecting the validity or enforceability of the
remaining provisions hereof. Any such prohibition or unenforceability in any jurisdiction shall
not invalidate or render unenforceable such provision in any other jurisdiction. If any provision
of this Agreement is so broad as to be unenforceable, the provision shall be interpreted to be only
so broad as is enforceable.



     Section 5.7 Assignment; No Third-Party Rights. Stockholder may not assign any of its
rights or delegate any of its obligations under this Agreement without the prior written consent of
the Company. The Company may not assign any of its rights or delegate any of its obligations under
this Agreement with respect to Stockholder without the prior written consent of Stockholder. This
Agreement will apply to, be binding in all respects upon, and inure to the benefit of each of
respective successors, personal or legal representatives, heirs, distributes, devisees, legatees,
executors, administrators and permitted assigns of the Stockholder and the successors and permitted
assigns of the Company. Nothing expressed or referred to in this Agreement will be construed to
give any Person, other than the parties to this Agreement, any legal or equitable right, remedy or
claim under or with respect to this Agreement or any provision of this Agreement except such rights
as may inure to a successor or permitted assignee under this Section.



     Section 5.8 Enforcement of Agreement. Stockholder acknowledges and agrees that



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the Company could be damaged irreparably if any of the provisions of this Agreement are not
performed in accordance with their specific terms and that any breach of this Agreement by
Stockholder could not be adequately compensated by monetary damages. Accordingly, Stockholder
agrees that, (a) it will waive, in any action for specific performance, the defense of adequacy of
a remedy at Law, and (b) in addition to any other right or remedy to which the Company may be
entitled, at Law or in equity, the Company will be entitled to enforce any provision of this
Agreement by a decree of specific performance and to temporary, preliminary and permanent
injunctive relief to prevent breaches or threatened breaches of any of the provisions of this
Agreement, without posting any bond or other undertaking.



     Section 5.9 Waiver. The rights and remedies of the parties to this agreement are
cumulative and not alternative. Neither any failure nor any delay by a party in exercising any
right, power or privilege under this Agreement or any of the documents referred to in this
Agreement will operate as a waiver of such right, power or privilege, and no single or partial
exercise of any such right, power or privilege will preclude any other or further exercise of such
right, power or privilege or the exercise of any other right, power or privilege. To the maximum
extent permitted by applicable Law, (a) no claim or right arising out of this Agreement or any of
the documents referred to in this Agreement can be discharged by one party, in whole or in part, by
a waiver or renunciation of the claim or right unless in a written document signed by the other
party, (b) no waiver that may be given by a party will be applicable except in the specific
instance for which it is given, and (c) no notice to or demand on one party will be deemed to be a
waiver of any obligation of that party or of the right of the party giving such notice or demand to
take further action without notice or demand as provided in this Agreement or the documents
referred to in this Agreement.



     Section 5.10 Governing Law. This Agreement will be governed by and construed under
the Laws of the State of Delaware applicable to contracts made and to be performed entirely in such
State.



     Section 5.11 Consent to Jurisdiction. Except as otherwise expressly provided in this
Agreement, the parties hereto agree that any suit, action or proceeding seeking to enforce any
provision of, or based on any matter arising out of or in connection with, this Agreement or the
transactions contemplated hereby shall be brought exclusively in the Court of Chancery of the State
of Delaware, County of New Castle or, if such court does not have jurisdiction over the subject
matter of such proceeding or if such jurisdiction is not available, in the United States District
Court for the District of Delaware, and each of the parties hereby consents to the exclusive
jurisdiction of those courts (and of the appropriate appellate courts therefrom) in any suit,
action or proceeding and irrevocably waives, to the fullest extent permitted by Law, any objection
which it may now or hereafter have to the laying of the venue of any suit, action or proceeding in
any of those courts or that any suit, action or proceeding which is brought in any of those courts
has been brought in an inconvenient forum. Process in any suit, action or proceeding may be served
on any party anywhere in the world, whether within or without the jurisdiction of any of the named
courts. Without limiting the foregoing, each party agrees that service of process on it by notice
as provided in Section 5.2 shall be deemed effective service of process. EACH OF THE PARTIES
HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ALL RIGHTS TO TRIAL BY
JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT,



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TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE TRANSACTIONS
CONTEMPLATED HEREBY.



     Section 5.12 Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original, but all of which, taken together,
shall constitute one and the same instrument.



     Section 5.13 Termination. This Agreement shall terminate upon the earliest of (a) the
Effective Time (as defined in the Merger Agreement), (b) the termination of the Merger Agreement in
accordance with Section 8.1 thereof, (c) written notice by the Company to the Stockholder of the
termination of this Agreement, or (d) at such time as the Board of Directors of Parent or a
committee thereof makes or publicly proposes to make an Adverse Recommendation Change in the manner
as set forth in Section 6.3(e) of the Merger Agreement (the earliest of the events described in
clauses (a), (b), (c) or (d) the “Expiration Date”).



     Section 5.14 Expenses. Except as otherwise provided in this Agreement, all costs and
expenses incurred in connection with this Agreement and the transactions contemplated hereby shall
be paid by the party incurring such expenses. Nothing in this Agreement shall be deemed to limit
the obligations of the Company pursuant to Section 8.2 of the Merger Agreement.



     Section 5.15 Headings: Construction. 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. In this Agreement (a) words denoting the singular include the plural and vice versa,
(b) “it” or “its” or words denoting any gender include all genders, (c) the word “including” shall
mean “including without limitation,” whether or not expressed, (d) any reference herein to a
Section, Article, Paragraph, Clause or Schedule refers to a Section, Article, Paragraph or Clause
of or a Schedule to this Agreement, unless otherwise stated, and (e) when calculating the period of
time within or following which any act is to be done or steps taken, the date which is the
reference day in calculating such period shall be excluded and if the last day of such period is
not a Business Day (as defined in the Merger Agreement), then the period shall end on the next day
which is a Business Day.



[Signature Page Follows]




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          IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of
the day and year first above written.



	 	 	 	 	 	 	 
	 	 	NNN REALTY ADVISORS, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:
	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 






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SCHEDULE A




	 	 	 	 	 
	Name and	 	 	 	 
	Address of Stockholder	 	Parent Shares	 	Other Parent Securities