Common use of SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS Clause in Contracts

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. ‌ At a special meeting of shareholders held November 27, 1996, the shareholders approved an amendment to the Company's Restated Articles of Incorporation increasing the authorized number of shares of Class A Common Stock from 17,000,000 to 40,000,000. The results of the voting at such special meeting were as follows: FOR: AGAINST: ABSTAIN: BROKER NON-VOTES: - ---------- ----------- ----------- ----------------------- 4,140,000 197,880 2,199 None. PART II‌ ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS‌ The Company's Class A Common Stock has traded on the Nasdaq SmallCap Market under the symbol ARGNA since June 10, 1993. The Class A Warrants have been approved for listing on the Nasdaq SmallCap Market and began public trading February 12, 1997. The following table sets forth the high and low bid prices for the Class A Common Stock as reported on the Nasdaq SmallCap Market for each quarterly period (or part thereof) from the beginning of the first quarter of 1995 through December 31, 1996. Such prices reflect inter-dealer prices, without retail xxxx-up, xxxx-down or commission and may not necessarily represent actual transactions. HIGH LOW --------- --------- 1995 1st Quarter................................................................ 13.50 9.50 2nd Quarter................................................................ 10.50 9.50 3rd Quarter................................................................ 12.50 9.00 4th Quarter................................................................ 11.25 10.25 1996 1st Quarter................................................................ 10.75 10.00 2nd Quarter................................................................ 12.00 9.00 3rd Quarter................................................................ 11.00 7.25 4th Quarter................................................................ 7.00 4.75 As of March 24, 1997, there were approximately 51 holders of record of the Class A Common Stock (not including beneficial owners holding shares in nominee accounts). The Company has not paid any cash dividends since its formation and, given its present financial status and its anticipated financial requirements, does not expect to pay any cash dividends in the foreseeable future. The Company was prohibited during the past fiscal year from paying cash dividends by the terms of its secured bank line of credit, which was paid off using a portion of the net proceeds of the Offering and terminated effective February 18, 1997. It is anticipated that earnings, if any, which may be generated from operations will be used to finance the operations of the Company. On October 31, 1996, the Company completed the Bridge Financing, which consisted of the private placement of $3 million of Units, each Unit consisting of the Bridge Notes and the Debentures. Upon completion of the Offering, each of the Debentures automatically converted into 27,000 of the Company's Class A Warrants, which Class A Warrants entitle the holder thereof to purchase at any time until February 12, 2002 a like number of shares of the Company's Class A Common Stock at an exercise price of $5.00 per share, subject to adjustment. The Bridge Purchasers (as defined below) have agreed (i) not to exercise the Class A Warrants into which their Debentures were converted until after February 12, 1998, and (ii) not to sell, transfer, or otherwise dispose publicly of such Class A Warrants except in the following amounts after the indicated dates: LOCK-UP PERIOD PERCENTAGE ELIGIBLE FOR RESALE - ----------------------------------------------------------------- ------------------------------- Within 90 days after February 18, 1997........................... 0% Between 91 and 150 days after February 18, 1997.................. 25% Between 151 and 210 days after February 18, 1997................. 50% Between 211 and 270 days after February 18, 1997................. 75%

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. ‌ At No matter was submitted during the fourth quarter of 2000 to a special meeting vote of shareholders held November 27, 1996, the shareholders approved an amendment to the Company's Restated Articles of Incorporation increasing the authorized number of shares of Class A Common Stock from 17,000,000 to 40,000,000. The results of the voting at such special meeting were as follows: FOR: AGAINST: ABSTAIN: BROKER NON-VOTES: - ---------- ----------- ----------- ----------------------- 4,140,000 197,880 2,199 Noneour security holders. PART II‌ ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK EQUITY AND RELATED STOCKHOLDER MATTERS‌ The Company's Class A Common Stock has MATTERS MARKET INFORMATION‌ Our common stock is traded on the Nasdaq SmallCap National Market under the symbol ARGNA since June 10, 1993. The Class A Warrants have been approved for listing on the Nasdaq SmallCap Market and began public trading February 12, 1997. "JAKK." The following table sets forth forth, for the periods indicated, the range of high and low bid sales prices for our common stock on the Class A Common Stock as Nasdaq National Market. PRICE RANGE OF COMMON STOCK -------------------- HIGH ------ LOW ------ 1999: First quarter............................................ $13.67 $ 7.00 Second quarter........................................... 19.92 12.17 Third quarter............................................ 26.83 15.50 Fourth quarter........................................... 29.33 16.13 2000: First quarter............................................ 25.19 13.94 Second quarter........................................... 25.00 13.25 Third quarter............................................ 20.75 9.00 Fourth quarter........................................... 10.56 7.00 On March 30, 2001, the last sale price of our common stock reported on the Nasdaq SmallCap National Market for each quarterly period (or part thereof) from the beginning of the first quarter of 1995 through December 31, 1996was $10.625 per share. Such prices reflect inter-dealer prices, without retail xxxx-up, xxxx-down or commission and may not necessarily represent actual transactions. HIGH LOW --------- --------- 1995 1st Quarter................................................................ 13.50 9.50 2nd Quarter................................................................ 10.50 9.50 3rd Quarter................................................................ 12.50 9.00 4th Quarter................................................................ 11.25 10.25 1996 1st Quarter................................................................ 10.75 10.00 2nd Quarter................................................................ 12.00 9.00 3rd Quarter................................................................ 11.00 7.25 4th Quarter................................................................ 7.00 4.75 SECURITY HOLDERS As of March 2430, 19972001, there were approximately 51 101 holders of record of the Class A Common Stock (not including beneficial owners holding shares in nominee accounts)our common stock. The Company has not DIVIDENDS We have never paid any cash dividends since its formation on any of our common stock. We intend to retain our future earnings, if any, to finance the growth and development of our business, and, given its present financial status and its anticipated financial requirementsaccordingly, does we do not expect plan to pay any cash dividends on our common stock in the foreseeable future. The Company was prohibited during the past fiscal year from paying cash dividends by the terms of its secured bank line of credit, which was paid off using a portion of the net proceeds of the Offering and terminated effective February 18, 1997. It is anticipated that earnings, if any, which may be generated from operations will be used to finance the operations of the Company. On October 31, 1996, the Company completed the Bridge Financing, which consisted of the private placement of $3 million of Units, each Unit consisting of the Bridge Notes and the Debentures. Upon completion of the Offering, each of the Debentures automatically converted into 27,000 of the Company's Class A Warrants, which Class A Warrants entitle the holder thereof to purchase at any time until February 12, 2002 a like number of shares of the Company's Class A Common Stock at an exercise price of $5.00 per share, subject to adjustment. The Bridge Purchasers (as defined below) have agreed (i) not to exercise the Class A Warrants into which their Debentures were converted until after February 12, 1998, and (ii) not to sell, transfer, or otherwise dispose publicly of such Class A Warrants except in the following amounts after the indicated dates: LOCK-UP PERIOD PERCENTAGE ELIGIBLE FOR RESALE - ----------------------------------------------------------------- ------------------------------- Within 90 days after February 18, 1997........................... 0% Between 91 and 150 days after February 18, 1997.................. 25% Between 151 and 210 days after February 18, 1997................. 50% Between 211 and 270 days after February 18, 1997................. 75%.

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. ‌ At No matters were submitted to a special meeting vote of shareholders held November 27, 1996, security holders during the shareholders approved an amendment to the Company's Restated Articles fourth quarter of Incorporation increasing the authorized number of shares of Class A Common Stock from 17,000,000 to 40,000,000fiscal 1998. The results of the voting at such special meeting were as follows: FOR: AGAINST: ABSTAIN: BROKER NON-VOTES: - ---------- ----------- ----------- ----------------------- 4,140,000 197,880 2,199 None. PART II‌ ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK EQUITY AND RELATED STOCKHOLDER MATTERS‌ On June 7, 1996, the Company's Board of Directors authorized a two-for-one stock split effected in the form of a 100% stock dividend distributed on July 1, 1996 to shareholders of record on June 17, 1996. All references in this document to number of shares, except authorized shares and treasury shares, and per share amounts have been restated to retroactively reflect the stock split. The Company's Class A Common Stock has is traded over-the-counter on the Nasdaq SmallCap National Market ("NASDAQ/NMS") under the symbol ARGNA since June 10, 1993. The Class A Warrants have been approved for listing on the Nasdaq SmallCap Market and began public trading February 12, 1997"TSAI". The following table sets forth forth, for the fiscal quarters indicated, the high and low bid sale prices for of the Class A Common Stock as reported on the Nasdaq SmallCap Market for each quarterly period (or part thereof) from the beginning of the first quarter of 1995 through December 31, 1996by NASDAQ/NMS. Such prices reflect inter-dealer prices, without retail xxxx-up, xxxx-down or commission and may not necessarily represent actual transactions. 1998 HIGH LOW --------- --------- 1995 1st Quarter................................................................ 13.50 9.50 2nd Quarter................................................................ 10.50 9.50 3rd Quarter................................................................ 12.50 9.00 4th Quarter................................................................ 11.25 10.25 1996 1st Quarter................................................................ 10.75 10.00 2nd Quarter................................................................ 12.00 9.00 3rd Quarter................................................................ 11.00 7.25 4th Quarter................................................................ 7.00 4.75 As of March 24- ---------------------------------------- ----------- ----------- First quarter $ 441/2 $ 365/8 Second quarter.......................... 431/2 345/8 Third quarter........................... 43 371/8 Fourth quarter.......................... 397/8 323/4 1997 - ---------------------------------------- First quarter $ 451/4 $ 321/2 Second quarter.......................... 341/2 243/8 Third quarter........................... 43 231/4 Fourth quarter.......................... 405/8 321/2 On December 22, 1997, there were approximately 51 holders of record of the Class A Common Stock (not including beneficial owners holding shares in nominee accounts). The Company has not paid any cash dividends since its formation and, given its present financial status and its anticipated financial requirements, does not expect to pay any cash dividends in the foreseeable future. The Company was prohibited during the past fiscal year from paying cash dividends by the terms of its secured bank line of credit, which was paid off using a portion of the net proceeds of the Offering and terminated effective February 18, 1997. It is anticipated that earnings, if any, which may be generated from operations will be used to finance the operations of the Company. On October 31, 19961998, the Company completed the Bridge Financing, which consisted of the private placement of $3 million of Units, each Unit consisting of the Bridge Notes and the Debentures. Upon completion of the Offering, each of the Debentures automatically converted into 27,000 of the Company's Class A Warrants, which Class A Warrants entitle the holder thereof to purchase at any time until February 12, 2002 a like number of shares last sale price of the Company's Class A Common Stock at an exercise price of as reported by NASDAQ/NMS was $5.00 44 1/2 per share, subject to adjustment. The Bridge Purchasers (There were 389 holders of record of the Company's Common Stock as defined below) have agreed (i) not to exercise the Class A Warrants into which their Debentures were converted until after February 12of December 22, 1998, and (ii) not to sell, transfer, or otherwise dispose publicly of such Class A Warrants except in the following amounts after the indicated dates: LOCK-UP PERIOD PERCENTAGE ELIGIBLE FOR RESALE - ----------------------------------------------------------------- ------------------------------- Within 90 days after February 18, 1997........................... 0% Between 91 and 150 days after February 18, 1997.................. 25% Between 151 and 210 days after February 18, 1997................. 50% Between 211 and 270 days after February 18, 1997................. 75%.

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. ‌ At a special meeting of shareholders held November 27, 1996, the shareholders approved an amendment There were no matters submitted to the Company's Restated Articles vote of Incorporation increasing our security holders during the authorized number fourth quarter of shares of Class A Common Stock from 17,000,000 to 40,000,000. The results of the voting at such special meeting were as follows: FOR: AGAINST: ABSTAIN: BROKER NON-VOTES: - ---------- ----------- ----------- ----------------------- 4,140,000 197,880 2,199 None2005. PART II‌ ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND EQUITY, RELATED STOCKHOLDER MATTERS‌ The Company's Class A Common Stock has traded MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES‌ As of February 28, 2006, our common stock was held of record by approximately 54,679 shareholders. Our common stock is listed on the Nasdaq SmallCap Market New York and Chicago Stock Exchanges and is traded under the symbol ARGNA since June 10, 1993. The Class A Warrants have been approved for listing on the Nasdaq SmallCap Market and began public trading February 12, 1997. "CNP." The following table sets forth the high and low bid closing prices for of the Class A Common common stock of CenterPoint Energy on the New York Stock Exchange composite tape during the periods indicated, as reported on by Bloomberg, and the Nasdaq SmallCap Market for each quarterly period (or part thereof) from the beginning of the first quarter of 1995 through December 31, 1996cash dividends declared in these periods. Such prices reflect inter-dealer prices, without retail xxxx-up, xxxx-down or commission Cash dividends paid aggregated $0.40 per share in both 2004 and may not necessarily represent actual transactions2005. MARKET PRICE DIVIDEND DECLARED HIGH LOW --------- --------- 1995 1st PER SHARE 2004 First Quarter................................................................ 13.50 9.50 2nd ............................................. $0.10 January 2............................................... $ 9.72 March 31................................................ $11.43 Second Quarter................................................................ 10.50 9.50 3rd ............................................ $0.10 April 2................................................. $11.88 May 11.................................................. $10.25 Third Quarter................................................................ 12.50 9.00 4th ............................................. $0.10 July 20................................................. $12.21 September 24............................................ $10.02 Fourth Quarter................................................................ 11.25 10.25 1996 1st ............................................ $0.10 October 25.............................................. $10.41 December 15............................................. $11.34 2005(1) First Quarter................................................................ 10.75 10.00 2nd ............................................. $0.20 January 11.............................................. $10.65 March 8................................................. $12.61 Second Quarter................................................................ 12.00 9.00 3rd ............................................ $0.07 April 20................................................ $11.68 June 30................................................. $13.21 Third Quarter................................................................ 11.00 7.25 4th ............................................. $0.07 August 8................................................ $13.04 September 16............................................ $15.13 Fourth Quarter................................................................ 7.00 4.75 As of March 24, 1997, there were approximately 51 holders of record of the Class A Common Stock (not including beneficial owners holding shares in nominee accounts). The Company has not paid any cash dividends since its formation and, given its present financial status and its anticipated financial requirements, does not expect to pay any cash dividends in the foreseeable future. The Company was prohibited during the past fiscal year from paying cash dividends by the terms of its secured bank line of credit, which was paid off using a portion of the net proceeds of the Offering and terminated effective February 18, 1997. It is anticipated that earnings, if any, which may be generated from operations will be used to finance the operations of the Company. On ............................................ $0.06 October 31, 1996, the Company completed the Bridge Financing, which consisted of the private placement of 3............................................... $3 million of Units, each Unit consisting of the Bridge Notes and the Debentures. Upon completion of the Offering, each of the Debentures automatically converted into 27,000 of the Company's Class A Warrants, which Class A Warrants entitle the holder thereof to purchase at any time until February 12, 2002 a like number of shares of the Company's Class A Common Stock at an exercise price of 14.82 October 21.............................................. $5.00 per share, subject to adjustment. The Bridge Purchasers (as defined below) have agreed (i) not to exercise the Class A Warrants into which their Debentures were converted until after February 12, 1998, and (ii) not to sell, transfer, or otherwise dispose publicly of such Class A Warrants except in the following amounts after the indicated dates: LOCK-UP PERIOD PERCENTAGE ELIGIBLE FOR RESALE - ----------------------------------------------------------------- ------------------------------- Within 90 days after February 18, 1997........................... 0% Between 91 and 150 days after February 18, 1997.................. 25% Between 151 and 210 days after February 18, 1997................. 50% Between 211 and 270 days after February 18, 1997................. 75%12.65 ---------------

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. ‌ At a special meeting No matter was submitted during the fourth quarter of shareholders held November 27, 1996, the shareholders approved an amendment to the Company's Restated Articles 1995 fiscal year to a vote of Incorporation increasing the authorized number security holders, whether by solicitation of shares of Class A Common Stock from 17,000,000 to 40,000,000proxies or otherwise. The results of the voting at such special meeting were as follows: FOR: AGAINST: ABSTAIN: BROKER NON-VOTES: - ---------- ----------- ----------- ----------------------- 4,140,000 197,880 2,199 None. PART II‌ ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS‌ COMMON STOCK INFORMATION The Company had 876 common stockholders of record as of March 15, 1996. The Company's Class A Common Stock has traded common stock is quoted on the Nasdaq SmallCap Market New York Stock Exchange ("NYSE") Composite Transactions Tape under the symbol ARGNA since June 10, 1993"SJP". The Class A Warrants have been approved for listing on the Nasdaq SmallCap Market and began public trading February 12, 1997. The following table sets forth the range of high and low bid sales prices for the Class A Common Stock as reported on the Nasdaq SmallCap Market NYSE Composite Transactions Tape for each quarterly period (or part thereof) from the beginning periods indicated is set forth below. FISCAL YEAR HIGH LOW - ------------------------------------------------------------------------------ ---- ---- 1994 First Quarter.......................................................... 57 7/8 50 1/4 Second Quarter......................................................... 57 49 1/8 Third Quarter.......................................................... 62 5/8 49 1/4 Fourth Quarter......................................................... 61 7/8 54 1/4 1995 First Quarter.......................................................... 67 3/4 53 3/4 Second Quarter......................................................... 65 1/2 60 5/8 Third Quarter.......................................................... 64 1/2 60 Fourth Quarter......................................................... 62 3/4 53 1/2 1996 First Quarter.......................................................... 61 1/2 53 7/8 DIVIDENDS The Company paid a cash dividend of $.20 per share to holders of the Common Stock in 1994 and 1995. A dividend of $.05 per share for the first quarter of 1995 through December 1996 is payable on March 31, 1996 to holders of record on March 24, 1996. Such prices reflect inter-dealer prices, without retail xxxx-up, xxxx-down or commission Although the Company has historically paid quarterly cash dividends of $.05 per share and may not necessarily represent actual transactions. HIGH LOW --------- --------- 1995 1st Quarter................................................................ 13.50 9.50 2nd Quarter................................................................ 10.50 9.50 3rd Quarter................................................................ 12.50 9.00 4th Quarter................................................................ 11.25 10.25 1996 1st Quarter................................................................ 10.75 10.00 2nd Quarter................................................................ 12.00 9.00 3rd Quarter................................................................ 11.00 7.25 4th Quarter................................................................ 7.00 4.75 As of March 24, 1997, there were approximately 51 holders of record are currently no plans to reduce such dividends following the sale of the Class A Common Stock (not including beneficial owners holding shares in nominee accounts). The Company has not paid any cash dividends since its formation and, given its present financial status paper mill and its anticipated financial requirements, does not expect to pay any cash dividends in container plants and the foreseeable future. The Company was prohibited during sale of the past fiscal year from paying cash dividends by communications segment and the terms of its secured bank line of credit, which was paid off using a portion planned pro rata distribution of the net proceeds of the Offering and terminated effective February 18, 1997. It is anticipated that earnings, if any, which may be generated from operations will be used to finance the operations of the Company. On October 31, 1996, the Company completed the Bridge Financing, which consisted of the private placement of $3 million of Units, each Unit consisting of the Bridge Notes and the Debentures. Upon completion of the Offering, each of the Debentures automatically converted into 27,000 of the Company's Class A Warrants, which Class A Warrants entitle the holder thereof to purchase at any time until February 12its stockholders, 2002 a like number of shares of the Company's Class A Common Stock at an exercise price of $5.00 per share, subject to adjustment. The Bridge Purchasers (as defined below) have agreed (i) not to exercise the Class A Warrants into which their Debentures were converted until after February 12, 1998, and (ii) not to sell, transfer, or otherwise dispose publicly of there can be no assurance that such Class A Warrants except practice will continue in the following amounts after the indicated dates: LOCK-UP PERIOD PERCENTAGE ELIGIBLE FOR RESALE - ----------------------------------------------------------------- ------------------------------- Within 90 days after February 18, 1997........................... 0% Between 91 and 150 days after February 18, 1997.................. 25% Between 151 and 210 days after February 18, 1997................. 50% Between 211 and 270 days after February 18, 1997................. 75%future.

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. ‌ At No matters were submitted to a special meeting vote of shareholders held November 27, 1996, the shareholders approved an amendment to the Company's Restated Articles of Incorporation increasing stockholders during the authorized number of shares of Class A Common Stock from 17,000,000 to 40,000,000. The results last quarter of the voting at such special meeting were as follows: FOR: AGAINST: ABSTAIN: BROKER NON-VOTES: - ---------- ----------- ----------- ----------------------- 4,140,000 197,880 2,199 Nonefiscal year ended June 30, 1996. 17 PART II‌ II ITEM 5. MARKET FOR THE REGISTRANT'S REGISTRANTS COMMON STOCK EQUITY AND RELATED STOCKHOLDER MATTERS‌ The MATTERS Shares of the Company's Class A Common Stock has traded common stock commenced trading in the over-the- counter market on the Nasdaq SmallCap National Market on June 5, 1986, under the symbol ARGNA since "HANA". On March 15, 1991, as a result of the Merger of Hana and Somatix and the subsequent name change to Somatix Therapy Corporation, the trading symbol was changed to "SOMA". As of June 1030, 19931996, there were approximately 961 holders of record of the Company's common stock. The Class A Warrants have been approved for listing Company has never paid cash dividends on its common stock and does not anticipate paying cash dividends on its common stock in the Nasdaq SmallCap Market and began public trading February 12, 1997foreseeable future. See Note 3 to Financial Statements. The following table sets forth forth, for fiscal periods indicated, the range of high and low bid closing sale prices available for the Class A Common Stock as reported on the Nasdaq SmallCap Market for each quarterly period (or part thereof) from the beginning of the first quarter of 1995 through December 31, 1996. Such prices reflect inter-dealer prices, without retail xxxx-up, xxxx-down or commission fiscal years 1996 and may not necessarily represent actual transactions1995. HIGH LOW --------- --------- ------- ------ 1996 Fourth Quarter................................................. $9 3/4 $6 Third Quarter.................................................. 7 1/4 5 1/8 Second Quarter................................................. 6 1/2 3 3/4 First Quarter.................................................. 7 5/8 3 7/8 HIGH LOW ------- ------ 1995 1st Fourth Quarter................................................................ 13.50 9.50 2nd Quarter................................................................ 10.50 9.50 3rd Quarter................................................................ 12.50 9.00 4th Quarter................................................................ 11.25 10.25 1996 1st Quarter................................................................ 10.75 10.00 2nd Quarter................................................................ 12.00 9.00 3rd Quarter................................................................ 11.00 7.25 4th Quarter................................................................ 7.00 4.75 As of March 24, 1997, there were approximately 51 holders of record of the Class A Common Stock (not including beneficial owners holding shares in nominee accounts). The Company has not paid any cash dividends since its formation and, given its present financial status and its anticipated financial requirements, does not expect to pay any cash dividends in the foreseeable future. The Company was prohibited during the past fiscal year from paying cash dividends by the terms of its secured bank line of credit, which was paid off using a portion of the net proceeds of the Offering and terminated effective February 18, 1997. It is anticipated that earnings, if any, which may be generated from operations will be used to finance the operations of the Company. On October 31, 1996, the Company completed the Bridge Financing, which consisted of the private placement of ................................................. $5 1/16 $3 million Third Quarter.................................................. 5 1/4 2 7/8 Second Quarter................................................. 5 1/2 2 7/8 First Quarter.................................................. 6 5/8 4 1/8 ITEM 6. SELECTED FINANCIAL DATA Consolidated Statements of Units, each Unit consisting of the Bridge Notes and the Debentures. Upon completion of the Offering, each of the Debentures automatically converted into 27,000 of the Company's Class A Warrants, which Class A Warrants entitle the holder thereof to purchase at any time until February 12, 2002 a like number of shares of the Company's Class A Common Stock at an exercise price of $5.00 per share, subject to adjustment. The Bridge Purchasers (as defined below) have agreed (i) not to exercise the Class A Warrants into which their Debentures were converted until after February 12, 1998, and (ii) not to sell, transfer, or otherwise dispose publicly of such Class A Warrants except in the following amounts after the indicated dates: LOCK-UP PERIOD PERCENTAGE ELIGIBLE FOR RESALE - ----------------------------------------------------------------- ------------------------------- Within 90 days after February 18, 1997........................... 0% Between 91 and 150 days after February 18, 1997.................. 25% Between 151 and 210 days after February 18, 1997................. 50% Between 211 and 270 days after February 18, 1997................. 75%Operations Data:

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. ‌ At No matters were submitted to a special meeting vote of shareholders held November 27, 1996, Reliant Energy's security holders during the shareholders approved an amendment to the Company's Restated Articles of Incorporation increasing the authorized number of shares of Class A Common Stock from 17,000,000 to 40,000,000. The results fourth quarter of the voting at such special meeting were as follows: FOR: AGAINST: ABSTAIN: BROKER NON-VOTES: - ---------- ----------- ----------- ----------------------- 4,140,000 197,880 2,199 Nonefiscal year ended December 31, 2000. PART II‌ ITEM 5. MARKET FOR THE REGISTRANTRELIANT ENERGY'S AND RERC CORP.'S COMMON STOCK EQUITY AND RELATED STOCKHOLDER MATTERS‌ The CompanyMATTERS.‌ As of March 12, 2001, Reliant Energy's Class A Common Stock has traded common stock was held of record by approximately 75,089 shareholders. Reliant Energy's common stock is listed on the Nasdaq SmallCap Market New York and Chicago Stock Exchanges and is traded under the symbol ARGNA since June 10, 1993. The Class A Warrants have been approved for listing on "REI." All of the Nasdaq SmallCap Market and began public trading February 12, 19971,000 outstanding shares of RERC Corp.'s common stock are held by Reliant Energy. The following table sets forth the high and low bid sales prices for of Reliant Energy's common stock on the Class A Common New York Stock Exchange composite tape during the periods indicated, as reported on by Bloomberg, and the Nasdaq SmallCap Market dividends declared for each quarterly period (or part thereof) from these periods. Dividend payout was $1.50 per share in both 1999 and 2000. The dividend declared during the beginning of the first fourth quarter of 1995 through 2000 was paid in March 2001. MARKET PRICE DIVIDEND DECLARED HIGH LOW PER SHARE 1999 First Quarter............................................. $0.375 January 6............................................... $32.25 March 31................................................ $26.06 Second Quarter............................................ $0.375 April 14................................................ $25.50 May 25.................................................. $31.69 Third Quarter............................................. $0.375 September 3............................................. $28.63 September 28............................................ $26.31 Fourth Quarter............................................ $0.375 October 4............................................... $28.44 December 31............................................. $22.88 2000 First Quarter............................................. $0.375 March 7................................................. $19.88 March 16................................................ $24.38 Second Quarter............................................ $0.375 April 7................................................. $22.56 June 23................................................. $29.81 Third Quarter............................................. $0.375 July 3.................................................. $29.81 September 29............................................ $46.50 Fourth Quarter............................................ $0.375 October 2............................................... $48.19 December 6.............................................. $38.06 The closing market price of Reliant Energy's common stock on December 31, 19962000 was $43.31 per share. Such prices reflect inter-dealer prices, without retail xxxx-up, xxxx-down or commission and may not necessarily represent actual transactions. HIGH LOW --------- --------- 1995 1st Quarter................................................................ 13.50 9.50 2nd Quarter................................................................ 10.50 9.50 3rd Quarter................................................................ 12.50 9.00 4th Quarter................................................................ 11.25 10.25 1996 1st Quarter................................................................ 10.75 10.00 2nd Quarter................................................................ 12.00 9.00 3rd Quarter................................................................ 11.00 7.25 4th Quarter................................................................ 7.00 4.75 As of March 24, 1997, there were approximately 51 holders of record of the Class A Common Stock (not including beneficial owners holding shares in nominee accounts). The Company has not paid any cash Future dividends since its formation and, given its present financial status and its anticipated financial requirements, does not expect to pay any cash dividends in the foreseeable future. The Company was prohibited during the past fiscal year from paying cash dividends by the terms of its secured bank line of credit, which was paid off using a portion of the net proceeds of the Offering and terminated effective February 18, 1997. It is anticipated that earnings, if any, which may be generated from operations will be used to finance the operations of the Company. On October 31, 1996, the Company completed the Bridge Financing, which consisted of the private placement of $3 million of Units, each Unit consisting of the Bridge Notes and the Debentures. Upon completion of the Offering, each of the Debentures automatically converted into 27,000 of the Company's Class A Warrants, which Class A Warrants entitle the holder thereof to purchase at any time until February 12, 2002 a like number of shares of the Company's Class A Common Stock at an exercise price of $5.00 per share, subject to adjustment. The Bridge Purchasers (as defined below) have agreed (i) not to exercise the Class A Warrants into which their Debentures were converted until after February 12determination based upon our results of operations and financial condition, 1998our future business prospects, any applicable contractual restrictions and (ii) not to sell, transfer, or otherwise dispose publicly other factors that our Board of such Class A Warrants except in the following amounts after the indicated dates: LOCK-UP PERIOD PERCENTAGE ELIGIBLE FOR RESALE - ----------------------------------------------------------------- ------------------------------- Within 90 days after February 18, 1997........................... 0% Between 91 and 150 days after February 18, 1997.................. 25% Between 151 and 210 days after February 18, 1997................. 50% Between 211 and 270 days after February 18, 1997................. 75%Directors considers relevant.

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. ‌ At No matter was submitted to a special meeting vote of shareholders held November 27, 1996, security holders during the shareholders approved an amendment to the Company's Restated Articles fourth quarter of Incorporation increasing the authorized number of shares of Class A Common Stock from 17,000,000 to 40,000,000. The results of the voting at such special meeting were as follows: FOR: AGAINST: ABSTAIN: BROKER NON-VOTES: - ---------- ----------- ----------- ----------------------- 4,140,000 197,880 2,199 Nonefiscal 1999. PART II‌ ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK EQUITY AND RELATED STOCKHOLDER MATTERS‌ MATTERS MARKET INFORMATION‌ The Company's Class A Common Stock has is traded on the Nasdaq SmallCap National Market under the symbol ARGNA since June 10, 1993. The Class A Warrants have been approved for listing on the Nasdaq SmallCap Market and began public trading February 12, 1997. "AZPN." The following table sets forth forth, for the periods indicated, the high and low bid sale prices for per share of the Class A Common Stock as reported on the Nasdaq SmallCap Market for each quarterly period (or part thereof) from the beginning of the first quarter of 1995 through December 31, 1996. Such prices reflect inter-dealer prices, without retail xxxx-up, xxxx-down or commission and may not necessarily represent actual transactionsNational Market. HIGH ------- LOW --------- --------- 1995 1st ------- FISCAL 1998: First Quarter................................................................ 13.50 9.50 2nd ............................................. $46.250 $29.500 Second Quarter................................................................ 10.50 9.50 3rd ............................................ 39.875 27.875 Third Quarter................................................................ 12.50 9.00 4th ............................................. 43.375 23.500 Fourth Quarter................................................................ 11.25 10.25 1996 1st ............................................ 53.125 37.750 FISCAL 1999: First Quarter................................................................ 10.75 10.00 2nd ............................................. $56.875 $18.500 Second Quarter................................................................ 12.00 9.00 3rd ............................................ 26.750 6.125 Third Quarter................................................................ 11.00 7.25 4th ............................................. 18.125 9.125 Fourth Quarter................................................................ 7.00 4.75 ............................................ 12.875 8.250 HOLDERS As of March 24June 30, 19971999, there were approximately 51 1,268 holders of record of the Class A Common Stock (not including beneficial owners holding shares in nominee accounts)Stock. The Company has not DIVIDENDS We have never declared or paid any cash dividends since on our capital stock, although one of our subsidiaries paid dividends to its formation andstockholders prior to its acquisition by us in fiscal 1995. We currently intend to retain all of our earnings, given if any, for use in its present financial status business and its anticipated financial requirements, does do not expect to pay anticipate paying any cash dividends in the foreseeable future. The Company was prohibited during the past fiscal year from paying cash dividends by In addition, under the terms of its secured our bank line of credit, which was paid off using we are prohibited from paying any cash dividends. Any future determination relating to dividend policy will be made at the discretion of our Board of Directors and will depend on a portion number of the net proceeds of the Offering and terminated effective February 18factors, 1997. It is anticipated that including our future earnings, if anycapital requirements, which financial condition and future prospects and such other factors as the Board of Directors may be generated from operations will be used to finance the operations of the Company. On October 31, 1996, the Company completed the Bridge Financing, which consisted of the private placement of $3 million of Units, each Unit consisting of the Bridge Notes and the Debentures. Upon completion of the Offering, each of the Debentures automatically converted into 27,000 of the Company's Class A Warrants, which Class A Warrants entitle the holder thereof to purchase at any time until February 12, 2002 a like number of shares of the Company's Class A Common Stock at an exercise price of $5.00 per share, subject to adjustment. The Bridge Purchasers (as defined below) have agreed (i) not to exercise the Class A Warrants into which their Debentures were converted until after February 12, 1998, and (ii) not to sell, transfer, or otherwise dispose publicly of such Class A Warrants except in the following amounts after the indicated dates: LOCK-UP PERIOD PERCENTAGE ELIGIBLE FOR RESALE - ----------------------------------------------------------------- ------------------------------- Within 90 days after February 18, 1997........................... 0% Between 91 and 150 days after February 18, 1997.................. 25% Between 151 and 210 days after February 18, 1997................. 50% Between 211 and 270 days after February 18, 1997................. 75%deem relevant.