EXHIBIT 99.2
EAGLE WIRELESS INTERNATIONAL, INC.
TO ELECT DIRECTORS (1 & 2)
1. To elect four directors to server until the next annual meeting of
stockholders of the Company and until their successors have been
duly elected and qualified.
FOR WITHHOLD FOR ALL
All All EXCEPT
--- --- ---
To withhold authority to void, mark
"For All Except" and with the
nominee's number on the line below.
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01) H. Dean Cubley FOR WITHHOLD FOR ALL
02) Christopher "Jim" W. Futer All All EXCEPT
03) A.L. Clifford --- --- ---
04) Dr. Glerin Allan Goerke
To withhold authority to void, mark
"For All Except" and with the
nominee's number on the line below.
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2. Upon stockholder approval of the Agreement and Plan of Reorganization
between Eagle and ClearWorks.net, Inc., to elect an additional three
directors to serve until the next annual meeting of stockholders of
the Company and until their successors have been duly elected and
qualified;
05) Michael T. McClere
06) Shannon D. McLerey
07) Raymond G. Harroll III
VOTE ON PROPOSALS
3. To authorize the proposed issuance of shares of Eagle common stock and
the assumption of stock options and warrants in connection with the
Agreement and Plan of Reorganization between Eagle and ClearWorks.net,
Inc., a Delaware corporation.
FOR AGAINST ABSTAIN
--- --- ---
4. To ratify the selection of McManus & Co., P.C. as independent public
accounts of the Company for the fiscal year ending August 31, 2001:
FOR AGAINST ABSTAIN
--- --- ---
5. The transaction of such other business as may properly come before the
meeting.
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Please sign exactly as name appears on stock certificate(s), Joint owners
should each sign. Trustees and others acting in a representative capacity
should indicate the capacity in which they sign.
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Signature Signature (Joint Owners)
EAGLE WIRELESS INTERNATIONAL, INC.
ANNUAL MEETING OF STOCKHOLDERS
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF EAGLE WIRELESS
INTERNATIONAL, INC. THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED IN
ACCORDANCE WITH THE CHOICES SPECIFIED BELOW.
The undersigned stockholder of EAGLE WIRELESS INTERNATIONAL, INC. (the
"Company") hereby appoints H. Dean Cubley and Christopher "Jim" W. Futer, the
true and lawful attorneys, agents and proxies of the undersigned with full power
of substitution for and in the name of the undersigned, to vote all the shares
of Common Stock of the Company to be held on Wednesday, January 31, 2001 at 2:00
P.M. CST at 2500 South Shore Blvd., League City, Texas 77573 and any and all
adjournments thereof, with all of the powers which the undersigned would possess
if personally present, for the purposes stated on the reverse side.
THIS PROXY WILL BE VOTED FOR THE CHOICES SPECIFIED. IF NO CHOICE IS SPECIFIED
FOR ITEMS 1,2,3 AND 4, THIS PROXY WILL BE VOTED FOR THESE ITEMS.
The undersigned hereby acknowledges receipt of the Notice of Annual Meeting and
Joint Proxy Statement/Prospectus dated January 5, 2001.
PLEASE MARK, SIGN AND DATE THIS PROXY AND RETURN IT IN THE ENCLOSED ENVELOPE.
