Exhibit 10.1


Execution Version


VOTING
AGREEMENT


This VOTING AGREEMENT (the “Agreement”),
dated as of April 5, 2007, is made among Agilent Technologies, Inc., a Delaware
corporation (“Acquiror”), and Joseph A. Sorge,
M.D., J.A. Sorge Trust I, J.A. Sorge Trust II, J.A. Sorge Trust III, J.A. Sorge
Trust IV, Joseph A. Sorge Charitable Remainder Trust dated December 26, 2002
and BioSenses Partners, L.P. (collectively, the “Stockholder”).


WHEREAS, Acquiror,
Jackson Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary
of Acquiror (“Merger Sub”) and Stratagene
Corporation, a Delaware corporation (the “Company”)
propose to enter into an Agreement and Plan of Merger, dated as of the date
hereof (as the same may be amended or supplemented, the “Merger
Agreement”) providing for the merger of Merger Sub with and into the
Company (the “Merger”).  For the purposes of this Agreement,
capitalized terms that are used but not defined herein shall have the
respective meanings ascribed thereto in the Merger Agreement.


WHEREAS, the
Stockholder is the record or beneficial owner of the number of shares of common
stock, par value $0.0001, of the Company (the “Capital
Shares”) set forth on the signature page hereto (such securities, as
they may be adjusted by stock dividend, stock split, recapitalization,
combination or exchange of shares, merger, consolidation, reorganization or
other change or transaction of or by the Company, together with securities that
may be acquired either beneficially or of record after the date hereof by the
Stockholder, including Capital Shares issuable upon the exercise of options to
purchase Capital Shares (as the same may be adjusted as aforesaid), being
collectively referred to herein as the “Securities”).


WHEREAS, pursuant
to the Merger, among other things, all of the issued and outstanding shares of
capital stock of the Company will be converted into the right to receive the
consideration set forth in the Merger Agreement, all upon the terms and subject
to the conditions set forth in the Merger Agreement.


WHEREAS, as a
condition to its willingness to enter into the Merger Agreement, Acquiror has
requested that the Stockholder enter into this Agreement.


NOW, THEREFORE, to
induce Acquiror to enter into, and in consideration of it entering into, the
Merger Agreement, and in consideration of the premises and the representations,
warranties and agreements contained herein, the parties agree as follows:


1.             Covenants of the Stockholder.  The Stockholder agrees as follows:


(a)           The
Stockholder will not directly or indirectly: (i) sell, transfer, exchange,
pledge, encumber assign or otherwise dispose of (including by gift), or enter
into any Contract, option or other arrangement (including any profit sharing
arrangement) or understanding with respect to the sale, transfer, pledge,
assignment or other disposition of (a “Transfer”),
the Securities owned by the Stockholder to any person other than Acquiror or
Acquiror’s designee, other than Permitted Transfers; (ii) enter into any voting
agreement or



 1
 









arrangement, whether by proxy, voting agreement, voting trust,
power-of-attorney or otherwise, with respect to the Securities (other than this
Agreement); or (iii) take any other action that would in any way make any
representation or warranty of the Stockholder contained herein untrue or
incorrect or restrict, limit or interfere with the performance of his
obligations hereunder or the transactions contemplated hereby or, in his
capacity as a stockholder of the Company, prevent or delay the consummation of the
transactions contemplated hereby.  For
purposes of this Agreement, “Permitted
Transfers” shall mean (i) the Transfer of up to an aggregate of
73,000 shares of Capital Securities per any calendar month as described in the
10b5-1 Sales Plan by and between Joseph A. Sorge, M.D. and Pacific Growth
Equities, LLC, dated as of June 8, 2006, and (ii) inter-Stockholder Transfers.


(b)           Until
the Merger is consummated or the Merger Agreement is terminated, the
Stockholder shall not, nor shall the Stockholder permit any of its Affiliates,
officers, directors, trustees, investment bankers, financial advisers,
attorneys, accountants, advisors, agents, financing sources (and their
respective advisors) and/or other representatives (collectively, “Representatives”) to, directly or
indirectly, (i) solicit, initiate, seek, endorse, recommend, facilitate or
support or knowingly encourage any inquiry, offer or proposal from, furnish any
non-public information concerning the Company and/or its subsidiaries to, or
participate in any discussions or negotiations with, any Person regarding any
Alternative Transaction, (ii) approve, endorse or recommend any Alternative
Transaction (except to the extent expressly permitted by the Merger Agreement),
or (iii)  enter into any agreement, letter of intent or other similar
document or any Contract (whether binding or not) relating to or contemplating
any Alternative Transaction Proposal, except and solely to the extent that the
Company, the Special Committee or the Company Board, as applicable, are
expressly permitted to engage in any of the foregoing activities pursuant to
Section 5.2(c) and 5.2(d) of the Merger Agreement. The Stockholder shall, and
shall cause its Representatives to, immediately cease any and all existing
activities, discussions or negotiations with any third parties conducted
heretofore with respect to any Alternative Transaction Proposal and, upon
Acquiror’s request, shall request the prompt return or destruction of all
confidential information previously furnished to any Person with which the
Stockholder or any of its Representatives have engaged in any such activities
within the 12-month period preceding the date of this Agreement. Without
limiting the foregoing, it is understood that any violation of the restrictions
set forth in the preceding sentence by a Representative of the Stockholder
shall be deemed to be a violation of this Section 1(b) by the
Stockholder.


(c)           At
every meeting of stockholders of the Company called with respect to any of the
following, and at every adjournment or postponement thereof, and on every
action or approval by written consent of stockholders of the Company with
respect to any of the following, the Stockholder shall vote, to the extent not
voted by the person(s) appointed as proxies under Section 2, or shall
cause the record holder of any Securities on the applicable record date to
appear (in person or by proxy) and vote, the Securities: (i) in favor of
adoption of the Merger Agreement and approval of the Merger contemplated
thereby, including each other action, agreement and transaction contemplated by
or in furtherance of the Merger Agreement, the Merger and this Agreement; (ii)
against approval of any proposal made in opposition to, or in competition with,
consummation of the Merger and the other transactions contemplated by the
Merger Agreement; and (iii) against approval of any Alternative
Transaction.  The Stockholder further
agrees not to commit or agree to take any action inconsistent with the foregoing.



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(d)           The
Stockholder will not exercise any appraisal or dissenters’ rights to which he
may be entitled whether under applicable laws or otherwise in connection with
the Merger and the other transactions contemplated by the Merger Agreement.


(e)           The
Stockholder hereby gives any consents or waivers that are reasonably required
for the consummation of the Merger under the terms of any agreement or
instrument to which the Stockholder is a party or subject or in respect of any
rights the Stockholder may have in connection with the Merger or the other
transactions provided for in the Merger Agreement. Without limiting the
generality or effect of the foregoing, the Stockholder hereby waives any and
all rights to contest or object to the execution and delivery of the Merger
Agreement, the actions of the Company Board or the Special Committee in
approving and recommending the Merger, the consummation of the Merger and the
other transactions provided for in the Merger Agreement or to seek an
injunction to the Merger.


2.             Grant of Irrevocable Proxy Coupled with an Interest;
Appointment of Proxy.  Upon
the Stockholder’s execution and delivery of this Agreement, the Stockholder
hereby irrevocably and unconditionally revokes any and all proxies granted with
respect to the Securities other than the proxy granted pursuant to this Section
2 and agrees not to grant any subsequent proxies or enter into any
agreement or understanding with any Person to vote or give instructions with
respect to the Securities in any manner inconsistent with the terms of this
Agreement and the proxy granted pursuant to this Section 2.  By entering into this Agreement, the
Stockholder hereby irrevocably and unconditionally grants a proxy appointing
the officers of Acquiror, and each of them, as Stockholder’s sole and exclusive
attorneys-in-fact and proxies, with full power of substitution and
resubstitution, for and in the Stockholder’s name, to vote, express, consent or
dissent, or otherwise to exercise all voting and related rights with respect to
the Securities at every annual, special or adjourned meeting of the
stockholders of the Company, and in every written consent in lieu of any such
meeting, as specifically set forth in Section 1(c) as to the matters
specified in Section 1(c).  The
proxy granted by the Stockholder pursuant to this Section 2 is coupled
with an interest and is irrevocable until the termination of this Agreement in
accordance with its terms and is granted in consideration of Acquiror entering
into the Merger Agreement and incurring certain related fees and expenses.  Such irrevocable proxy is executed and
intended to be irrevocable in accordance with Section 212(c) of Delaware Law.


3.             Representations and Warranties of the Stockholder.  The Stockholder hereby represents and
warrants to Acquiror as follows:


(a)           Power;
Consents.  The
Stockholder has all requisite power, authority and capacity to execute and
deliver this Agreement and to consummate the transactions contemplated
hereby.  The execution, delivery and
performance of this Agreement and the consummation of the transactions
contemplated hereby have been duly authorized by the Stockholder.  This Agreement has been duly executed and
delivered by the Stockholder and constitutes the valid and binding obligation
of the Stockholder enforceable against the Stockholder in accordance with its
terms subject only to applicable bankruptcy and equitable principles.  Neither the execution, delivery or
performance of this Agreement by the Stockholder or the transactions
contemplated hereby will: (i) require any filing with, or permit,
authorization, consent or approval of, any federal, state, local or municipal,
foreign or other government or subdivision, branch, department or agency
thereof or any government or quasi-governmental



 3
 









authority of any nature, including any court or other
tribunal, (a “Governmental Entity”); (ii) result
in a violation or breach of, or constitute (with or without due notice or lapse
of time or both) a default under, or give rise to any right of termination,
amendment, cancellation or acceleration under, or result in the creation of any
lien upon any of the properties or assets of the Stockholder under any of the
terms, conditions or provisions of any note, bond, mortgage, indenture, lease,
license, permit, concession, franchise, contract, agreement or other instrument
or obligation (each, a “Contract”) to
which the Stockholder is a party or by which the Stockholder or any of the
Stockholder’s properties or assets, including the Stockholder’s Securities, may
be bound; or (iii) violate any judgment, order, writ, preliminary or permanent
injunction or decree (each, an “Order”) or any
statute, law, ordinance, rule or regulation of any Governmental Entity (each, a
“Law”) applicable to the Stockholder or
any of the Stockholder’s properties or assets, including the Stockholder’s
Securities.


(b)           The Securities.  The certificates representing the Stockholder’s
Securities are now, and at all times during the term hereof will be, held by
the Stockholder, or by a nominee or custodian for the benefit of the Stockholder,
and the Stockholder is the beneficial or record owner of, and has good and
valid title to and the sole right to vote, and the sole power of disposition
with respect to, such Securities, free and clear of any liens, security
interests, pledges, options, rights of first refusal, proxies, voting trusts,
or agreements, understandings or arrangements, or other encumbrances of any
nature.  No person not a signatory to
this Agreement has a beneficial interest in or a right to acquire or vote any
of the Securities. The Stockholder does not own of record or beneficially any
securities of the Company other than the Securities as set forth on the
signature page hereto.


(c)           Brokers.  Other than as provided in the Merger
Agreement, Stockholder is not obligated to pay and has not negotiated for the
payment of any broker’s, finder’s, financial advisor’s or other similar fee or
commission in connection with the transactions contemplated by the Merger
Agreement or this Agreement.


(d)           Merger Agreement.  The Stockholder understands and acknowledges
that Acquiror is entering into the Merger Agreement in reliance upon the
Stockholder’s execution and delivery of this Agreement.


(e)           Accuracy
of Representations. 
The representations and warranties contained in this Agreement are
accurate in all respects as of the date hereof, will be accurate in all
respects at all times during the term hereof, and will be accurate in all
respects as of the date of the consummation of the Merger as if made on that
date.


4.             Acknowledgments by Stockholder.  Stockholder understands and hereby
acknowledges that the representations, warranties and covenants by Stockholder
set forth herein shall be relied upon by Acquiror, the Company and their
respective affiliates and legal counsel, and that substantial losses and
damages may be incurred by these persons if Stockholder’s representations,
warranties or covenants are breached. 
The Stockholder hereby represents and warrants to Acquiror that the
Stockholder has carefully read this Agreement and the Merger Agreement and has
discussed the requirements of this Agreement with the Stockholder’s
professional advisors, who are qualified to advise the Stockholder with regard
to such matters.



 4
 









5.             Further Assurances. 
The Stockholder will, from time to time, execute and deliver, or cause
to be executed and delivered such additional or further transfers, assignments,
endorsements, consents and other instruments as Acquiror may reasonably request
for the purpose of effectively carrying out the transactions contemplated by
this Agreement and to vest the power to vote the Stockholder’s Securities as
contemplated by Section 2 hereof.


6.             Assignment; Binding Effect. 
Neither this Agreement nor any of the rights, interests or obligations
of the Stockholder hereunder shall be assigned or delegated, in whole or in
part, by the Stockholder (whether by operation of law or otherwise) without the
prior written consent of Acquiror and any such assignment or delegation that is
not so consented to shall be null and void. 
Subject to the preceding sentence, this Agreement shall be binding upon,
inure to the benefit of, and be enforceable by, the parties hereto and their
respective successors and assigns. 
Notwithstanding anything contained in this Agreement to the contrary,
nothing in this Agreement expressed or implied, is intended to confer on any
person other than the parties hereto or their respective heirs, successors,
executors, administrators and assigns any rights, remedies, obligations or
liabilities under or by reason of this Agreement.


7.             Consent.  The
Stockholder consents and authorizes Acquiror and the Company to publish and
disclose in the Proxy Statement (including all documents filed with the SEC in
connection therewith) his identity and ownership of the Securities and the nature
of his commitments, arrangements and understanding under this Agreement.


8.             No Ownership Interest. 
Nothing contained in this Agreement shall be deemed to vest in Acquiror
any direct or indirect ownership or incidence of ownership of or with respect
to any Securities.  Except as provided in
this Agreement, all rights, ownership and economic benefits relating to the
Securities shall remain vested in and belong to the Stockholder.


9.             Termination.  This
Agreement, and all rights and obligations of the parties hereunder, shall
terminate simultaneously with (i) the consummation of the Merger, (ii) the
termination of the Merger Agreement in accordance with its terms, or (iii) a
Change of Recommendation (as defined in, and pursuant to the terms of, the Merger
Agreement), if all of the conditions set forth in Section 5.2(d)(i) — (v) of
the Merger Agreement are met.  Nothing in
this Section 9 shall relieve any party from liability for willful breach
of this Agreement.


10.           Termination of Registration Rights Agreement.  Effective immediately prior to, and
contingent upon, the Closing, all rights and obligations under the Registration
Agreement, dated as of June 2, 2004, by and among the Company and the
Stockholder shall terminate and the Registration Agreement shall be in no
further force and effect.


11.           General Provisions.


(a)           Amendments and Waivers.  No supplement, modification or waiver of this
Agreement shall be binding unless executed in writing by the party to be bound
thereby.  No waiver of any of the provisions
of this Agreement shall be deemed or shall constitute a waiver of any other
provision hereof (whether or not similar), nor shall such waiver constitute a
continuing waiver unless otherwise expressly provided.



 5
 









(b)           Notice.  Any notice, request, instruction or other
document to be given hereunder by any party to the other shall be in writing
and delivered in person or by courier, sent by facsimile transmission, sent via
overnight delivery service or mailed by registered or certified mail (such
notice to be effective upon receipt), as follows:


(i)            If
to Acquiror to:


Agilent Technologies,
Inc.


5301 Stevens Creek Blvd.


Santa Clara, CA 95051


Attn:  General Counsel


Telephone No.:  (408) 553-2424


Facsimile No.: 
(408) 345-8242


with a copy to:


Fenwick & West LLP

Silicon Valley Center

801 California Street

Mountain View, CA 94041

Attention:          Douglas N. Cogen, Esq.

                            Lynda
M. Twomey, Esq.


Facsimile No.: (650) 988-8500

Telephone No.: (650) 938-5200


(ii)           If
to the Stockholder, to the address set forth under the name of the Stockholder
on the signature page hereto,


with a copy to:


Latham &
Watkins LLP

600 West Broadway, Suite 1800

San Diego, CA 92101

Attention:  Thomas A.
Edwards, Esq.

Facsimile No.:  (619) 696-7419

Telephone No.: (619) 238-2821


or to such other place and
with such other copies as any party may designate as to itself by written
notice to the others.


(c)           Interpretation; Headings.  When a reference is made in this Agreement to
a Section, such reference shall be to a Section of this Agreement unless
otherwise indicated.  The section
headings contained in this Agreement are inserted for convenience only, and
shall not affect in any way the meaning or interpretation of this
Agreement.  Wherever the words “include,”
“includes” or “including” are used in this Agreement, they shall be deemed to
be followed by the words “without limitation.”



 6
 









(d)           Counterparts; Signatures.  This Agreement may be executed in one or more
counterparts, each of which will be deemed an original, but all of which
together will constitute one and the same instrument.  This Agreement may be executed and delivered
by facsimile transmission, by electronic mail in “portable document format” (“.pdf”)
form, or by any other electronic means intended to preserve the original
graphic and pictorial appearance of a document, or by combination of such
means.


(e)           Entire Agreement; No
Third-Party Beneficiaries. 
This Agreement (including the documents and instruments referred to
herein), constitute the entire agreement among the parties pertaining to the subject
matter hereof and supersede all prior agreements, understandings, negotiations
and discussions, whether oral or written, of the parties.  This Agreement (including the documents and
instruments referred to herein) is not intended to confer upon any person other
than the parties hereto any rights or remedies hereunder.


(f)            Governing Law.  This Agreement shall be construed,
interpreted and the rights of the parties determined in accordance with the
laws of the State of Delaware, without giving effect to any choice of law
provision or rule that would cause the application of the laws of any
jurisdiction other than the State of Delaware. 
Each of the parties hereto (a) consents to submit itself to the personal
jurisdiction of the Court of Chancery of the State of Delaware in the event any
dispute arises out of this Agreement or any of the transactions contemplated by
this Agreement, (b) agrees that it will not attempt to deny or defeat such
personal jurisdiction by motion or other request for leave from such court, and
(c) agrees that it will not bring any action relating to this Agreement or any
of the transactions contemplated by this Agreement in any court other than such
court.


(g)           Publicity.  Except as otherwise required by law, court
process or the rules of a national securities exchange or as contemplated or
provided in the Merger Agreement, for so long as this Agreement is in effect,
the Stockholder shall not issue or cause the publication of any press release
or other public announcement with respect to the transactions contemplated by
this Agreement or the Merger Agreement without the consent of Acquiror, which
consent shall not be unreasonably withheld.


12.           Remedies.  The
Stockholder acknowledges that money damages would be an insufficient remedy for
any breach of this Agreement by it, and that any such breach would cause
Acquiror irreparable harm.  Accordingly,
the Stockholder agrees that in the event of any breach or threatened breach of
this Agreement, Acquiror, in addition to any other remedies at law or in equity
it may have, shall be entitled, without the requirement of posting a bond or
other security, to equitable relief, including injunctive relief and specific
performance.


13.           Invalidity.  In the
event that any one or more of the provisions contained in this Agreement,
shall, for any reason, be held to be invalid, illegal or unenforceable in any
respect, such invalidity, illegality or unenforceability shall not affect any
other provision of this Agreement.


13.           Waiver of Jury Trial. 
EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL
BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT,
TORT OR



 7
 









OTHERWISE) ARISING OUT OF OR RELATING TO THIS
AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THE ACTIONS OF ANY SUCH
PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT OF THIS
AGREEMENT.


[Remainder of Page Intentionally Left Blank]



 8















IN WITNESS WHEREOF,
Acquiror has caused this Voting Agreement to be signed by its officer thereunto
duly authorized and the Stockholder has signed this Voting Agreement, all as of
the date first written above.


	
  

  	
  AGILENT TECHNOLOGIES, INC.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Nicolas H. Roelofs

  
	
   

  	
  Name:

  	
  Nicolas H. Roelofs

  
	
   

  	
  Title:

  	
  Senior Vice President and General Manager, LSSU

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  STOCKHOLDER

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Joseph Sorge

  
	
   

  	
   

  	
   

  
	
   

  	
  JOSEPH A. SORGE, M.D.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
  PO Box 1576

  
	
   

  	
   

  	
  Wilson, WY 83014

  
	
   

  	
   

  	
   

  
	
   

  	
  Number of Shares of Common Stock:

  	
  10,658,439

  
	
   

  	
  Options to Purchase Common Stock:

  	
  756,460

  
	
   

  	
   

  	
   

  
	
   

  	
  J.A. Sorge Trust I

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Joseph Sorge

  
	
   

  	
  Name:

  	
  Joseph Sorge

  
	
   

  	
  Title:

  	
   

  	
  Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
  PO Box 1576

  
	
   

  	
   

  	
  Wilson, WY 83014

  
	
   

  	
   

  	
   

  
	
   

  	
  Number of Shares of Common Stock:

  	
  319,753

  
											



 


 


SIGNATURE PAGE TO VOTING AGREEMENT


 













 


	
  

  	
  J.A. Sorge Trust II

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Joseph Sorge

  
	
   

  	
  Name:

  	
  Joseph Sorge

  
	
   

  	
  Title:

  	
   

  	
  Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
  PO Box 1576

  
	
   

  	
   

  	
  Wilson, WY 83014

  
	
   

  	
   

  	
   

  
	
   

  	
  Number of Shares of Common Stock:

  	
  226,560

  
	
   

  	
   

  	
   

  
	
   

  	
  J.A. Sorge Trust III

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Joseph Sorge

  
	
   

  	
  Name:

  	
  Joseph Sorge

  
	
   

  	
  Title:

  	
   

  	
  Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
  Address: 

  	
  Same

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Number of Shares of Common Stock:

  	
  319,753

  
	
   

  	
   

  	
   

  
	
   

  	
  J.A. Sorge Trust IV

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Joseph Sorge

  
	
   

  	
  Name:

  	
  Joseph Sorge

  
	
   

  	
  Title:

  	
   

  	
  Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
  Same

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Number of Shares of Common Stock:

  	
  226,560

  
	
   

  	
   

  	
   

  
	
   

  	
  Joseph A. Sorge Charitable Remainder Trust dated
  December 26, 2002

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Joseph Sorge

  
	
   

  	
  Name:

  	
  Joseph Sorge

  
	
   

  	
  Title:

  	
   

  	
  Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
  Same

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Number of Shares of Common Stock:

  	
  1,344,000

  
										



 













 


	
  

  	
  BioSenses Partners, L.P.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Joseph Sorge

  
	
   

  	
  Name:

  	
  Joseph Sorge for

  
	
   

  	
  Title:

  	
  Biosense Management, GP of Biosense Partners

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
  PO Box 1576

  
	
   

  	
   

  	
  Wilson, WY 83014

  
	
   

  	
   

  	
   

  
	
   

  	
  Number of Shares of Common Stock:

  	
  86,125