EXECUTION VERSION
VOTING AGREEMENT
VOTING AGREEMENT, dated as of January 13, 2003 (this "Agreement"),
among CONMED Corporation, a New York corporation ("Parent"), and the individuals
and entities whose names and addresses are set forth on the signature pages
hereto (collectively, the "Stockholders", and each, individually, a
"Stockholder").
WHEREAS, concurrently with the execution and delivery of this
Agreement, Parent and its wholly owned subsidiary, Arrow Merger Corporation, a
Pennsylvania corporation ("Merger Sub"), have executed and delivered an
Agreement and Plan of Merger, dated as of the date hereof (the "Merger
Agreement"), a copy of which is annexed hereto as Annex A, with Bionx Implants,
Inc., a Pennsylvania corporation (the "Company"), which provides, among other
things, that Merger Sub will merge with and into the Company pursuant to the
merger contemplated by the Merger Agreement (the "Merger"); and
WHEREAS, as of the date hereof, each Stockholder holds of record and
beneficially owns the number of shares of common stock, par value $.0019 per
share, of the Company (the "Company Common Stock") set forth opposite his or its
name on the signature pages hereto; and
WHEREAS, Parent wishes each Stockholder to enter into this Agreement
governing the voting of all of the shares of Company Common Stock that are now
held of record or beneficially owned by such Stockholder (collectively, the
"Shares"); and all of the New Shares (as defined in Section 7) held or owned by
such Stockholder.
NOW, THEREFORE, in consideration of the premises, and of the
representations, warranties, and covenants and agreements contained herein, the
parties hereto hereby agree as follows:
1. Definitions. Capitalized terms used herein but not defined herein
have the respective meanings ascribed to such terms in the Merger Agreement.
2. Agreement to Vote Shares. During the term of this Agreement, each
Stockholder agrees that it shall (a) consent to, approve, authorize and direct
the voting of all Shares and any New Shares held or owned by such Stockholder
(including, without limitation, any Controlled Voting Shares (as defined in the
Amended and Restated Shareholders' Agreement, dated as of October 1, 1998, by
and among Bionix, B.V., a Netherlands corporation ("Bionix, B.V."), and each of
the shareholders set forth therein (the "Shareholders Agreement")), and agrees
to cause all Shares and any New Shares held or owned by such Stockholder
(including, without limitation, any Controlled Voting Shares (as defined in the
Shareholders Agreement)) to be voted, at every meeting of the stockholders of
the Company at which such matters are considered and at every adjournment
thereof or in connection with any written consent of the stockholders of the
Company related to such matters, in favor of the adoption of the Merger
Agreement and the consummation of the Merger and the other transactions
contemplated by the Merger Agreement (collectively, the "Merger Transactions")
or against any Acquisition Proposal (as defined in the Merger Agreement) and (b)
if directed by Parent, to take or cause to be taken such actions under the
by-laws of the Company as are required to call a special meeting of the
stockholders of the Company in order to vote on the Merger Transactions. Each
Stockholder agrees to deliver to Parent promptly upon the request therefor a
proxy in the form attached hereto as Exhibit A, which proxy is coupled with an
interest and shall be irrevocable during the term of this Agreement to the
fullest extent permitted under Pennsylvania law. The proxy granted by each
Stockholder shall be revoked upon the termination of this Agreement in
accordance with its terms.
3. Voting by Shareholders of Bionix, B.V.. In accordance with Section
14 of the Shareholders Agreement:
(a) Xxxxxx Xxxxxxx, in his capacity as Finnish Representative (as
defined in the Shareholders Agreement), hereby agrees to instruct Bionix, B.V.
to vote any Controlled Voting Shares held by any Finnish Shareholder (as defined
in the Shareholders Agreement) in respect of which Bionix, B.V. has not received
voting instructions within the time period defined by Bionix, B.V. pursuant to
Section 14 of the Shareholders Agreement, in the same manner as all Shares and
any New Shares held or owned by him (including any Controlled Voting Shares) are
voted pursuant to Section 2 hereof; and
(b) Xxxxxxx X. Xxxxx, in his capacity as U.S. Representative (as
defined in the Shareholders Agreement), hereby agrees to instruct Bionix, B.V.
to vote any Controlled Voting Shares held by any U.S. Shareholder (as defined in
the Shareholders Agreement) in respect of which Bionix, B.V. has not received
voting instructions within the time period defined by Bionix, B.V. pursuant to
Section 14 of the Shareholders Agreement, in the same manner as all Shares and
any New Shares held or owned by him (including any Controlled Voting Shares) are
voted pursuant to Section 2 hereof.
4. No Voting Trusts or Agreements. Each Stockholder agrees that it will
not, and will not permit any entity under its control to, deposit any of the
Shares or New Shares held or owned by such Stockholder in any voting trust,
grant any proxies or powers of attorney with respect to the voting of such
Shares or New Shares or, except as contemplated by Section 14 of the
Shareholders Agreement and this Agreement, subject any such Shares or New Shares
to any agreement, instrument or arrangement with respect to the voting of such
Shares or New Shares other than this Agreement.
5. No Proxy Solicitations. Each Stockholder agrees that it will not,
and will not permit any entity under its control to, (a) solicit proxies in
opposition to the consummation of the Merger Transactions or otherwise knowingly
encourage or assist any party in taking or planning any action which would
impede, interfere with or attempt to discourage the Merger Transactions or
inhibit the timely consummation of the Merger Transactions, (b) directly or
indirectly knowingly encourage, initiate or cooperate in a stockholders' vote or
action by consent of the Company's stockholders in opposition to the
consummation of the Merger Transactions, or (c) become a member of a "group" (as
such term is used in Section 13(d) of the Exchange Act) with respect to any
voting securities of the Company for the purpose of opposing the consummation of
the Merger Transactions.
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6. Transfer and Encumbrance. Each Stockholder agrees not to voluntarily
transfer, sell, offer, tender, pledge (other than any existing pledge pursuant
to the Shareholders Agreement) or otherwise dispose of or encumber ("Transfer")
any of the Shares or New Shares held or owned by such Stockholder prior to the
earlier of (a) the Effective Time (as defined in the Merger Agreement) or (b)
the date this Agreement shall be terminated in accordance with its terms, except
that each Stockholder shall be permitted to Transfer any such Shares or New
Shares to an affiliate of such Stockholder, provided that such affiliate agrees
in writing to be bound by the terms of this Agreement with respect to such
Shares or New Shares.
7. Additional Purchases or Acquisitions. Each Stockholder agrees that
any shares of Common Stock or other capital stock of the Company of which such
Stockholder becomes the record holder or acquires beneficial ownership following
the execution and delivery of this Agreement ("New Shares") acquired or
purchased by it shall be subject to the terms of this Agreement to the same
extent as if they constituted Shares held or owned by such Stockholder on the
date of this Agreement.
8. Additional Shares. Each Stockholder agrees, while this Agreement is
in effect, to promptly notify Parent of the number of any New Shares acquired by
such Stockholder, if any, after the date hereof. In the event that, between the
date of this Agreement and the Closing, the Shares held or owned by any
Stockholder shall have been affected or changed into a different number of
shares or a different class of shares as a result of a share split, reverse
share split, share distribution, spin-off, recapitalization, reclassification or
other similar transaction, the term "Shares" shall be deemed to refer to and
include the Shares as well as any securities into which or for which any or all
of the Shares may be converted or exchanged and all such share distributions or,
if applicable, to such smaller number of securities replacing the Shares.
9. Non-Interference. Each Stockholder agrees not to knowingly take any
action that would make any representation or warranty of such Stockholder
contained herein untrue or incorrect or have the effect of preventing or
disabling any Stockholder from performing its obligations under this Agreement.
10. Share Transaction Proposals. Each Stockholder shall, and shall use
its best efforts to cause its affiliates and its and their respective officers,
directors, employees and representatives to, immediately cease and terminate any
existing activities, discussions or negotiations, if any, with any parties
conducted heretofore with respect to any acquisition or exchange of all or any
material portion of such Stockholder's Shares (a "Share Transaction"), other
than the Merger. Each Stockholder shall not, and shall use its best efforts to
cause its affiliates and its and their respective officers, directors, employees
and representatives not to, directly or indirectly, knowingly encourage,
solicit, participate in or initiate discussions or negotiations with, or provide
any information or data to, or have any discussions with, any corporation,
partnership, person or other entity or group (other than Parent and Merger Sub,
any subsidiary of Parent and Merger Sub or any designees of Parent and Merger
Sub) with respect to any inquiries or the making of any offer or proposal
(including, without limitation, any offer or proposal to the stockholders of the
Company) concerning a Share Transaction (a "Share Transaction Proposal") or
otherwise facilitate any effort or attempt to make or implement a Share
Transaction Proposal.
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11. No Limitation on Discretion as Director. Nothing in this Agreement
shall be deemed to apply to, or to limit in any manner, the discretion of any
Stockholder with respect to any action to be taken (or omitted) by such
Stockholder in such Stockholder's fiduciary capacity as a director of the
Company and solely with respect to actions or omissions of such director in his
or her capacity as a director; provided, however, it is agreed and understood by
the parties hereto that the obligations, covenants and agreements of such
Stockholder contained in this Agreement are separate and apart from such
Stockholder's fiduciary duties as a director of the Company and no fiduciary
obligations that such Stockholder may have as a director of the Company shall
countermand the obligations, covenants and agreements of such Stockholder, as a
stockholder of the Company, contained in this Agreement.
12. Representations and Warranties of the Stockholders. Each
Stockholder hereby severally represents and warrants to Parent as follows:
(a) Authority Relative to this Agreement. Such Stockholder has all
necessary power and authority to execute and deliver this Agreement, to perform
its obligations hereunder and to consummate the transactions contemplated
hereby. The execution and delivery of this Agreement by such Stockholder and the
consummation by such Stockholder of the transactions contemplated hereby have
been duly and validly authorized by all necessary action on the part of the
Stockholder. This Agreement has been duly and validly executed and delivered by
such Stockholder and constitutes a legal, valid and binding obligation of such
Stockholder, enforceable in accordance with its terms, subject to bankruptcy,
insolvency, fraudulent transfer, reorganization, moratorium and similar laws of
general applicability relating to or affecting creditors' rights and to general
equity principles.
(b) No Conflict. The execution and delivery of this Agreement by such
Stockholder does not, and the performance of this Agreement by such Stockholder
will not, (i) require any consent, approval, authorization or permit of, or
filing with or notification to (other than pursuant to the Exchange Act), any
governmental or regulatory authority, domestic or foreign by or with respect to
such Stockholder, (ii) if applicable, conflict with or violate the articles of
incorporation, by-laws or other organizational documents of such Stockholder,
(iii) conflict with or violate any law, rule, regulation, order, judgment or
decree applicable to such Stockholder or by which such Stockholder's Shares or
New Shares are bound, or (iv) result in any breach of or constitute a default
(or any event which with notice or lapse of time or both would become a default)
under, or give to others any right of termination, amendment, acceleration or
cancellation of, or result in the creation of a lien or other encumbrance of any
nature whatsoever on such Stockholder's Shares or New Shares pursuant to, any
note, bond, mortgage, indenture, contract, agreement, lease, license, permit,
franchise or other instrument or obligation to which such Stockholder is a party
or by which such Stockholder or such Stockholder's Shares or New Shares may be
bound, except, in the case of clauses (iii) and (iv), for any such conflicts,
violations, breaches, defaults or other occurrences which would not prevent or
materially delay the performance by such Stockholder of its obligations
hereunder.
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(c) Title to the Shares. As of the date of this Agreement, such
Stockholder does not beneficially own any shares of capital stock of the Company
other than the number of Shares set forth opposite such Stockholder's name on
one of the signature pages hereto and does not have any options, warrants or
other rights to acquire any additional shares of capital stock of the Company or
any security exercisable for or convertible into shares of capital stock of the
Company, other than as set forth in the written Disclosure Schedule to the
Merger Agreement. Except for any Shares pledged pursuant to Section 9 of the
Shareholders Agreement, such Stockholder owns all such Shares free and clear of
all security interests, liens, claims, pledges, options, rights of first
refusal, agreements, charges, security interests and other encumbrances of any
nature whatsoever, and, except as provided in Section 14 of the Shareholders
Agreement and this Agreement, there are no limitations on such Stockholder's
voting rights with respect to any of the Shares beneficially owned by such
Stockholder and such Stockholder has not appointed or granted any proxy with
respect to voting, which appointment or grant is still effective, with respect
to the Shares. Other than Section 9 of the Shareholders Agreement, there are no
agreements, arrangements or commitments of any character to which such
Stockholder is a party relating to the pledge or disposition of any Shares or
any other shares of capital stock of the Company and, except for Section 14 of
the Shareholders Agreement and this Agreement, there are no voting trusts or
voting agreements to which such Stockholder is a party with respect to any
shares of capital stock of the Company.
13. Representations, Warranties and Covenants of Parent. Parent hereby
represents and warrants to the Stockholders that Parent has all necessary power
and authority to execute and deliver this Agreement and the Merger Agreement and
to perform its obligations hereunder and thereunder, and to consummate the
transactions contemplated hereby and thereby. The execution, delivery and
performance of this Agreement and the Merger Agreement by Parent have been duly
authorized by all necessary corporate action on the part of Parent. This
Agreement and the Merger Agreement have each been duly and validly executed and
delivered by Parent and each constitutes a legal, valid and binding obligation
of Parent enforceable in accordance with its terms, subject to bankruptcy,
insolvency, fraudulent transfer, reorganization, moratorium and similar laws of
general applicability relating to or affecting creditors' rights and to general
equity principles.
14. Further Assurances. From time to time, at the other party's request
and without further consideration, each party hereto shall execute and deliver,
or cause to be executed and delivered, such additional consents, documents and
other instruments and take all such further action as may be necessary or
desirable to consummate and make effective, in the most expeditious manner
practicable, the Merger Transactions and the other transactions contemplated by
this Agreement.
15. Termination. This Agreement shall terminate upon the earliest to
occur of (i) the termination of the Merger Agreement, (ii) the Effective Time
(as defined in the Merger Agreement) and (iii) the first anniversary of the date
of this Agreement.
16. Assignment; Third Party Beneficiaries. This Agreement and all of
the provisions hereof shall be binding and inure to the benefit of the parties
hereto and their respective successors and permitted assigns, but neither this
Agreement nor any of the rights, interests and obligations hereunder shall be
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assigned by any of the parties hereto without the prior written consent of the
other parties. Any purported assignment made in violation of this Agreement
shall be null and void. This Agreement is not intended to confer any rights or
remedies hereunder upon any other Person except the parties hereto.
17. Modification or Amendment. Subject to the provisions of the
applicable law, the parties hereto may modify or amend this Agreement, by
written agreement executed and delivered by duly authorized officers of the
respective parties.
18. Waiver of Conditions. The conditions to each of the parties'
obligations to consummate the Merger are for the sole benefit of such party and
may be waived by such party in whole or in part to the extent permitted by
applicable law.
19. Counterparts. This Agreement may be executed in any number of
counterparts, each such counterpart being deemed to be an original instrument,
and all such counterparts shall together constitute the same agreement.
20. GOVERNING LAW AND VENUE; WAIVER OF JURY TRIAL.
(a) THIS AGREEMENT SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS
SHALL BE INTERPRETED, CONSTRUED AND GOVERNED BY AND IN ACCORDANCE WITH THE LAWS
OF THE STATE OF PENNSYLVANIA WITHOUT REGARD TO THE CONFLICT OF LAW PRINCIPLES
THEREOF. The parties hereby irrevocably submit to the jurisdiction of the courts
of the State of New York and the Federal courts of the United States of America
located in the Borough of Manhattan, The City of New York solely in respect of
the interpretation and enforcement of the provisions of this Agreement and of
the proxies referred to in Section 2 and in respect of the transactions
contemplated hereby and thereby, and hereby waive, and agree not to assert, as a
defense in any action, suit or proceeding for the interpretation or enforcement
hereof or of any such document, that it is not subject thereto or that such
action, suit or proceeding may not be brought or is not maintainable in said
courts or that the venue thereof may not be appropriate or that this Agreement
or any such proxy may not be enforced in or by such courts, and the parties
hereto irrevocably agree that all claims with respect to such action or
proceeding shall be heard and determined in such a New York State or Federal
court. The parties hereby consent to and grant any such court jurisdiction over
the person of such parties and over the subject matter of such dispute and agree
that mailing of process or other papers in connection with any such action or
proceeding in the manner provided in Section 21 or in such other manner as may
be permitted by law, shall be valid and sufficient service thereof.
(b) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY
ARISE UNDER THIS AGREEMENT OR THE PROXIES REFERRED TO IN SECTION 2 IS LIKELY TO
INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY
IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL
BY JURY IN RESPECT OF ANY LITIGATION ARISING DIRECTLY OR INDIRECTLY OUT OF OR
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RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.
EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, AGENT OR
ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH
OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING
WAIVER, (II) EACH SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF
THIS WAIVER, (III) EACH SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (IV) EACH
SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS,
THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 20.
21. Notices. Any notice, request, instruction or other document to be
given hereunder by any party to the others shall be in writing and delivered
personally or sent by registered or certified mail, postage prepaid, or by
facsimile:
if to Parent, to:
----------------
CONMED Corporation
000 Xxxxxx Xxxx
Xxxxx, XX 00000
Attention: General Counsel
fax: (000) 000-0000
with a copy to:
Xxxxxx X. Xxxxxx
Xxxxxxxx & Xxxxxxxx LLP
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
fax: (000) 000-0000.
if to any Stockholder, to:
-------------------------
the address set forth opposite such Stockholder's name on one
of the signature pages of this Agreement.
or to such other persons or addresses as may be designated in writing by the
party to receive such notice as provided above.
22. Entire Agreement. This Agreement (including the proxies granted
pursuant hereto) constitutes the entire agreement, and supersedes all other
prior agreements, understandings, representations and warranties both written
and oral, among the parties, with respect to the subject matter hereof.
23. Severability. The provisions of this Agreement shall be deemed
severable and the invalidity or unenforceability of any provision shall not
affect the validity or enforceability or the other provisions hereof. If any
provision of this Agreement, or the application thereof to any Person or any
circumstance, is invalid or unenforceable, (a) a suitable and equitable
provision shall be substituted therefor in order to carry out, so far as may be
valid and enforceable, the intent and purpose of such invalid or unenforceable
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provision and (b) the remainder of this Agreement and the application of such
provision to other Persons or circumstances shall not be affected by such
invalidity or unenforceability, nor shall such invalidity or unenforceability
affect the validity or enforceability of such provision, or the application
thereof, in any other jurisdiction.
24. Specific Performance. The parties hereto each acknowledge that, in
view of the uniqueness of the subject matter hereof, the parties hereto would
not have an adequate remedy at law for money damages if this Agreement were not
performed in accordance with its terms, and therefore agree that the parties
hereto shall be entitled to specific enforcement of the terms hereof in addition
to any other remedy to which the parties hereto may be entitled at law or in
equity.
[SIGNATURE PAGES FOLLOW]
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IN WITNESS WHEREOF, this Agreement has been duly executed and delivered
by duly authorized officers of the parties hereto as of the date hereof.
CONMED CORPORATION
By: /s/ Xxxxxxx X. Xxxxx
--------------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Assistant Secretary
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(Signature Pages to Voting Agreement)
NUMBER OF SHARES
STOCKHOLDER BENEFICIALLY OWNED
----------- ------------------
/s/ Xxxxx X. Xxxx 3,203,809
-------------------------------------------
Name: Xxxxx X. Xxxx
Address: c/o Bionx Implants, Inc.
0000 Xxxxxx Xxxxxxx Xxxx
Xxxxxxx Xxxx, Xxxxx 000
Xxxx Xxxx, XX 00000
/s/ Xxxxxx X. Xxxxxxxx 7,552
-------------------------------------------
Name: Xxxxxx X. Xxxxxxxx
Address: c/o Bionx Implants, Inc.
0000 Xxxxxx Xxxxxxx Xxxx
Xxxxxxx Xxxx, Xxxxx 000
Xxxx Xxxx, XX 00000
/s/ Xxxxx X. Xxxxxxx 517,477
-------------------------------------------
Name: Xxxxx X. Xxxxxxx
Address: c/o Bionx Implants, Inc.
0000 Xxxxxx Xxxxxxx Xxxx
Xxxxxxx Xxxx, Xxxxx 000
Xxxx Xxxx, XX 00000
/s/ Xxxxxxx X. Xxxxx 288,738
-------------------------------------------
Name: Xxxxxxx X. Xxxxx
Address: c/o Bionx Implants, Inc.
0000 Xxxxxx Xxxxxxx Xxxx
Xxxxxxx Xxxx, Xxxxx 000
Xxxx Xxxx, XX 00000
/s/ Xxxxx X. XxxXxxxxx 141,366
-------------------------------------------
Name: Xxxxx X. XxxXxxxxx
Address: c/o Bionx Implants, Inc.
0000 Xxxxxx Xxxxxxx Xxxx
Xxxxxxx Xxxx, Xxxxx 000
Xxxx Xxxx, XX 00000
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(Signature Pages to Voting Agreement)
NUMBER OF SHARES
STOCKHOLDER BENEFICIALLY OWNED
----------- ------------------
/s/ Xxxxxx Xxxxxxx 1,028,080
--------------------------------------------
Name: Xxxxxx Xxxxxxx
Address: c/o Bionx Implants, Inc.
0000 Xxxxxx Xxxxxxx Xxxx
Xxxxxxx Xxxx, Xxxxx 000
Xxxx Xxxx, XX 00000
/s/ Xxxxxx Xxxxxxxx 145,779
--------------------------------------------
Name: Xxxxxx Xxxxxxxx
Address: c/o Bionx Implants, Inc.
0000 Xxxxxx Xxxxxxx Xxxx
Xxxxxxx Xxxx, Xxxxx 000
Xxxx Xxxx, XX 00000
/s/ Xxxx Xxxxxxx 22,123
--------------------------------------------
Name: Xxxx Xxxxxxx
Address: c/o Bionx Implants, Inc.
0000 Xxxxxx Xxxxxxx Xxxx
Xxxxxxx Xxxx, Xxxxx 000
Xxxx Xxxx, XX 00000
/s/ Marrku Tamminmaki 164,479
--------------------------------------------
Name: Marrku Tamminmaki
Address: c/o Bionx Implants, Inc.
0000 Xxxxxx Xxxxxxx Xxxx
Xxxxxxx Xxxx, Xxxxx 000
Xxxx Xxxx, XX 00000
Total 5,519,403
Total Shares Outstanding 10,773,397
Percentage of Total Shares Outstanding 51.23%
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EXHIBIT A
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FORM OF PROXY
The undersigned, for consideration received, hereby appoints _________,
________________ and _____________________ and each of them [my][its] proxies,
with power of substitution and resubstitution, to vote all shares of common
stock, par value $.0019 per share, of BIONX Implants, Inc., a Pennsylvania
corporation (the "Company"), [and [insert any New Shares (as defined in the
Voting Agreement) or other shares of capital stock of the Company owned by the
Stockholder (as defined in the Voting Agreement)]] owned by the undersigned at
the [special] meeting of stockholders of the Company to be held [insert date,
time and place] and at any adjournment thereof IN FAVOR OF adoption of the
Agreement and Plan of Merger, dated as of January __, 2003 (the "Merger
Agreement"), among the Company, CONMED Corporation ("Parent") and [Arrow] Merger
Sub, Inc. and IN FAVOR OF consummation of the Merger Transactions, and AGAINST
any Acquisition Proposal (as defined in the Merger Agreement) at any meeting of
stockholders of the Company and at any adjournment thereof at which any
Acquisition Proposal is considered. This proxy is coupled with an interest,
revokes all prior proxies granted by the undersigned and is irrevocable until
such time as the Voting Agreement, dated as of January __, 2003 between the
undersigned and Parent terminates in accordance with its terms. This proxy shall
be revoked upon termination of such Voting Agreement.
Dated:
-----------------------------
[STOCKHOLDER]
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