EXHIBIT 2.3
COMPANY VOTING AGREEMENT
THIS VOTING AGREEMENT (this "AGREEMENT") is made and entered into as of
July 26, 2000, among INFOPACE, INC., a Delaware corporation ("PARENT"), and the
undersigned stockholder (the "STOCKHOLDER") of Go2Net, INC., a Delaware
corporation ("COMPANY").
RECITALS
A. The Company, Merger Sub (as defined below) and Parent have entered
into an Agreement and Plan of Reorganization of even date herewith (the
"REORGANIZATION AGREEMENT"), which provides for the merger (the "MERGER") of
Giants Acquisition Corp., a wholly-owned subsidiary of Parent ("MERGER SUB"),
with and into the Company. Pursuant to the Merger, all outstanding capital stock
of the Company shall be converted into common stock of Parent, as set forth in
the Reorganization Agreement;
B. Stockholder is the beneficial owner (as defined in Rule 13d-3 under
the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT")) of such
number of shares of the outstanding capital stock of the Company and shares
subject to outstanding options as is indicated on the signature page of this
Agreement; and
C. In consideration of the execution of the Reorganization Agreement by
Parent, Stockholder (in his or her capacity as such) agrees to vote the Shares
(as defined below) and other such shares of capital stock of the Company over
which Stockholder has voting power so as to facilitate consummation of the
Merger.
NOW, THEREFORE, intending to be legally bound, the parties hereto agree
as follows:
1. CERTAIN DEFINITIONS. Capitalized terms not defined herein shall have
the meanings ascribed to them in the Reorganization Agreement. For purposes of
this Agreement:
(a) "EXPIRATION DATE" shall mean the earlier to occur of (i) such
date and time as the Reorganization Agreement shall have been terminated
pursuant to Article VII thereof, or (ii) such date and time as the Merger shall
become effective in accordance with the terms and provisions of the
Reorganization Agreement.
(b) "PERSON" shall mean any (i) individual, (ii) corporation,
limited liability company, partnership or other entity, or (iii) governmental
authority.
(c) "SHARES" shall mean: (i) all securities of the Company
(including all shares of Company Common Stock, Company Preferred Stock and all
options, warrants and other rights to acquire shares of Company Common Stock and
Company Preferred Stock) owned by Stockholder as of the date of this Agreement;
and (ii) all additional securities of the Company (including all additional
shares of Company Common Stock and Company Preferred Stock and all additional
options, warrants and other rights to acquire shares of Company Common Stock and
Company Preferred Stock) of which Stockholder acquires ownership during the
period from the date of this Agreement through the Expiration Date.
(d) TRANSFER. A Person shall be deemed to have effected a "TRANSFER"
of a security if such person directly or indirectly: (i) sells, pledges,
encumbers, grants an option with respect to, transfers or disposes of such
security or any interest in such security; or (ii) enters into an agreement or
commitment providing for the sale of, pledge of, encumbrance of, grant of an
option with respect to, transfer of or disposition of such security or any
interest therein.
2. TRANSFER OF SHARES.
(a) TRANSFEREE OF SHARES TO BE BOUND BY THIS AGREEMENT. Stockholder
agrees that, during the period from the date of this Agreement through the
Expiration Date, Stockholder shall not cause or permit any Transfer of any of
the Shares to be effected unless each Person to which any of such Shares, or any
interest in any of such Shares, is or may be transferred shall have: (a)
executed a counterpart of this Agreement and a proxy in the form attached hereto
as EXHIBIT A (with such modifications as Parent may reasonably request); and (b)
agreed in writing to hold such Shares (or interest in such Shares) subject to
all of the terms and provisions of this Agreement.
(b) TRANSFER OF VOTING RIGHTS. Stockholder agrees that, during the
period from the date of this Agreement through the Expiration Date, Stockholder
shall not deposit (or permit the deposit of) any Shares in a voting trust or
grant any proxy or enter into any voting agreement or similar agreement in
contravention of the obligations of Stockholder under this Agreement with
respect to any of the Shares.
3. AGREEMENT TO VOTE SHARES. At every meeting of the stockholders of
the Company called, and at every adjournment thereof, and on every action or
approval by written consent of the stockholders of the Company, Stockholder (in
his or her capacity as such) shall cause the Shares to be voted in favor of
adoption of the Reorganization Agreement. Notwithstanding any provision of this
Agreement to the contrary, nothing in this Agreement shall limit or restrict
Stockholder from acting in Stockholder's capacity as a director or officer of
Company (it being understood that this Agreement shall apply to Stockholder
solely in Stockholder's capacity as a stockholder of Company) or voting in
Stockholder's sole discretion on any matter other than those matters referred to
in the preceding sentence.
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4. IRREVOCABLE PROXY. Concurrently with the execution of this
Agreement, Stockholder agrees to deliver to Parent a proxy in the form attached
hereto as EXHIBIT A (the "PROXY"), which shall be irrevocable to the fullest
extent permissible by law, with respect to the Shares.
5. REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDER. Stockholder (i)
is the beneficial owner of the shares of Company Common Stock and Company
Preferred Stock and the options to purchase shares of Company Common Stock
indicated on the signature page of this Agreement, which are free and clear of
any liens, adverse claims, charges or other encumbrances (except any such
encumbrances arising under securities laws); (ii) does not beneficially own any
securities of the Company other than the shares of Company Common Stock, shares
of Company Preferred Stock and options to purchase shares of Company Common
Stock indicated on the signature page of this Agreement; and (iii) has full
power and authority to make, enter into and carry out the terms of this
Agreement and the Proxy.
6. ADDITIONAL DOCUMENTS. Stockholder (in his or her capacity as such)
and Parent hereby covenant and agree to execute and deliver any additional
documents necessary or desirable, in the reasonable opinion of Parent, to carry
out the intent of this Agreement.
7. LEGENDING OF SHARES. If so requested by Parent, Stockholder agrees
that the Shares shall bear a legend stating that they are subject to this
Agreement and to an irrevocable proxy.
8. TERMINATION. This Agreement and the Proxy delivered in connection
herewith shall terminate and shall have no further force or effect as of the
Expiration Date and shall survive the termination of this Agreement in
accordance with their terms.
9. MISCELLANEOUS.
(a) SEVERABILITY. If any term, provision, covenant or restriction of
this Agreement is held by a court of competent jurisdiction to be invalid, void
or unenforceable, then the remainder of the terms, provisions, covenants and
restrictions of this Agreement shall remain in full force and effect and shall
in no way be affected, impaired or invalidated.
(b) BINDING EFFECT AND ASSIGNMENT. This Agreement and all of the
provisions hereof shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and permitted assigns, but, except as
otherwise specifically provided herein, neither this Agreement nor any of the
rights, interests or obligations of the parties hereto may be assigned by either
of the parties without prior written consent of the other.
(c) AMENDMENTS AND MODIFICATION. This Agreement may not be modified,
amended, altered or supplemented except upon the execution and delivery of a
written agreement executed by the parties hereto.
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(d) SPECIFIC PERFORMANCE; INJUNCTIVE RELIEF. The parties hereto
acknowledge that Parent shall be irreparably harmed and that there shall be no
adequate remedy at law for a violation of any of the covenants or agreements of
Stockholder set forth herein. Therefore, it is agreed that, in addition to any
other remedies that may be available to Parent upon any such violation, Parent
shall have the right to enforce such covenants and agreements by specific
performance, injunctive relief or by any other means available to Parent at law
or in equity.
(e) NOTICES. All notices and other communications pursuant to this
Agreement shall be in writing and deemed to be sufficient if contained in a
written instrument and shall be deemed given if delivered personally,
telecopied, sent by nationally-recognized overnight courier or mailed by
registered or certified mail (return receipt requested), postage prepaid, to the
parties at the following address (or at such other address for a party as shall
be specified by like notice):
If to Parent:
InfoSpace, Inc.
000 000xx Xxxxxx XX
Xxxxx 0000
Xxxxxxxx, XX 00000
Attention: General Counsel
Telecopy No.: (000) 000-0000
with a copy to:
Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx,
Professional Corporation
000 Xxxx Xxxx Xxxx
Xxxx Xxxx, XX 00000-0000
Attention: Xxxxx Xxxxxx, Esq.
Xxxxxxxx Xxxxxx, Esq.
Xxxxx Xxxxxxxx, Esq.
Telecopy No.: (000) 000-0000
If to Stockholder: To the address for notice set forth
on the signature page hereof.
(f) GOVERNING LAW. This Agreement shall be governed by the laws of
the State of Delaware, without reference to rules of conflicts of law.
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(g) ENTIRE AGREEMENT. This Agreement and the Proxy contain the
entire understanding of the parties in respect of the subject matter hereof, and
supersede all prior negotiations and understandings between the parties with
respect to such subject matter.
(h) EFFECT OF HEADINGS. The section headings are for convenience
only and shall not affect the construction or interpretation of this Agreement.
(i) COUNTERPARTS. This Agreement may be executed in several
counterparts, each of which shall be an original, but all of which together
shall constitute one and the same agreement.
(j) NO OBLIGATION TO EXERCISE OPTIONS. Notwithstanding any provision
of this Agreement to the contrary, nothing in this Agreement shall obligate
Stockholder to exercise any option, warrant or other right to acquire shares of
Company Common Stock.
[THE REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, the parties have caused this Agreement to
be duly executed on the day and year first above written.
INFOSPACE, INC. STOCKHOLDER
By: _____________________________________ By: _______________________________
Signature of Authorized Signatory Signature
Name: Xxxx Xxxxx Name:
Title: Chief Executive Officer Title:
------------------------------------
------------------------------------
Print Address
------------------------------------
Telephone
------------------------------------
Facsimile No.
Share beneficially owned:
_______________ shares of Company
Common Stock
_______________ shares of Company
Preferred Stock
_______________ shares of Company
Common Stock issuable upon exercise
of outstanding options
[SIGNATURE PAGE TO COMPANY VOTING AGREEMENT]
IRREVOCABLE PROXY
The undersigned stockholder (the "STOCKHOLDER") of Go2Net, Inc., a
Delaware corporation (the "COMPANY"), hereby irrevocably (to the fullest extent
permitted by law) appoints the directors on the Board of Directors of InfoSpace,
Inc., a Delaware corporation ("PARENT"), and each of them, as the sole and
exclusive attorneys and proxies of the undersigned, with full power of
substitution and resubstitution, to vote and exercise all voting and related
rights (to the full extent that the undersigned is entitled to do so) with
respect to all of the shares of capital stock of the Company that now are or
hereafter may be beneficially owned by the undersigned, and any and all other
shares or securities of the Company issued or issuable in respect thereof on or
after the date hereof (collectively, the "SHARES") in accordance with the terms
of this Proxy until the Expiration Date (as defined below). Upon the
undersigned's execution of this Proxy, any and all prior proxies given by the
undersigned with respect to any Shares are hereby revoked and the undersigned
agrees not to grant any subsequent proxies with respect to the Shares until
after the Expiration Date.
This Proxy is irrevocable (to the fullest extent permitted by law), is
coupled with an interest and is granted pursuant to that certain Voting
Agreement of even date herewith by and among Parent and the undersigned
stockholder (the "VOTING AGREEMENT"), and is granted in consideration of Parent
entering into that certain Agreement and Plan of Reorganization of even date
herewith (the "REORGANIZATION AGREEMENT"), among Parent, Giants Acquisition
Corp., a Delaware corporation and a wholly-owned subsidiary of Parent ("MERGER
SUB"), and the Company. The Reorganization Agreement provides for the merger of
Merger Sub with and into the Company in accordance with its terms (the
"MERGER"). As used herein, the term "EXPIRATION DATE" shall mean the earlier to
occur of (i) such date and time as the Reorganization Agreement shall have been
validly terminated pursuant to Article VII thereof or (ii) such date and time as
the Merger shall become effective in accordance with the terms and provisions of
the Reorganization Agreement.
The attorneys and proxies named above, and each of them, are hereby
authorized and empowered by the undersigned, at any time prior to the Expiration
Date, to act as the undersigned's attorney and proxy to vote the Shares, and to
exercise all voting, consent and similar rights of the undersigned with respect
to the Shares (including, without limitation, the power to execute and deliver
written consents) at every annual, special or adjourned meeting of stockholders
of the Company and in every written consent in lieu of such meeting in favor of
adoption of the Reorganization Agreement.
The attorneys and proxies named above may not exercise this Proxy on
any other matter. The undersigned stockholder may vote the Shares on all other
matters.
Any obligation of the undersigned hereunder shall be binding upon the
successors and assigns of the undersigned.
This Proxy is irrevocable (to the fullest extent permitted by law).
This Proxy shall terminate, and be of no further force and effect, automatically
upon the Expiration Date.
Dated: July 26, 2000
Signature of Stockholder: ____________________
Print Name of Stockholder: ___________________
[SIGNATURE PAGE TO IRREVOCABLE PROXY]
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COMPANY VOTING AGREEMENT
THIS VOTING AGREEMENT (this "AGREEMENT") is made and entered into as of
July 26, 2000, among INFOPACE, INC., a Delaware corporation ("PARENT"), and the
undersigned stockholder (the "STOCKHOLDER") of Go2Net, INC., a Delaware
corporation ("COMPANY").
RECITALS
A. The Company, Merger Sub (as defined below) and Parent have entered
into an Agreement and Plan of Reorganization of even date herewith (the
"REORGANIZATION AGREEMENT"), which provides for the merger (the "MERGER") of
Giants Acquisition Corp., a wholly-owned subsidiary of Parent ("MERGER SUB"),
with and into the Company. Pursuant to the Merger, all outstanding capital stock
of the Company shall be converted into common stock of Parent, as set forth in
the Reorganization Agreement;
B. Stockholder is the beneficial owner (as defined in Rule 13d-3 under
the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT")) of such
number of shares of the outstanding capital stock of the Company and shares
subject to outstanding options as is indicated on the signature page of this
Agreement; and
C. In consideration of the execution of the Reorganization Agreement by
Parent, Stockholder (in his or her capacity as such) agrees to vote the Shares
(as defined below) and other such shares of capital stock of the Company over
which Stockholder has voting power so as to facilitate consummation of the
Merger.
NOW, THEREFORE, intending to be legally bound, the parties hereto agree
as follows:
1. CERTAIN DEFINITIONS. Capitalized terms not defined herein shall have
the meanings ascribed to them in the Reorganization Agreement. For purposes of
this Agreement:
(a) "EXPIRATION DATE" shall mean the earlier to occur of (i) such
date and time as the Reorganization Agreement shall have been terminated
pursuant to Article VII thereof, or (ii) such date and time as the Merger shall
become effective in accordance with the terms and provisions of the
Reorganization Agreement.
(b) "PERSON" shall mean any (i) individual, (ii) corporation,
limited liability company, partnership or other entity, or (iii) governmental
authority.
-10-
(c) "SHARES" shall mean: (i) all securities of the Company
(including all shares of Company Common Stock, Company Preferred Stock and all
options, warrants and other rights to acquire shares of Company Common Stock and
Company Preferred Stock) owned by Stockholder as of the date of this Agreement;
and (ii) all additional securities of the Company (including all additional
shares of Company Common Stock and Company Preferred Stock and all additional
options, warrants and other rights to acquire shares of Company Common Stock and
Company Preferred Stock) of which Stockholder acquires ownership during the
period from the date of this Agreement through the Expiration Date.
(d) TRANSFER. A Person shall be deemed to have effected a "TRANSFER"
of a security if such person directly or indirectly: (i) sells, pledges,
encumbers, grants an option with respect to, transfers or disposes of such
security or any interest in such security; or (ii) enters into an agreement or
commitment providing for the sale of, pledge of, encumbrance of, grant of an
option with respect to, transfer of or disposition of such security or any
interest therein.
2. TRANSFER OF SHARES.
(a) TRANSFEREE OF SHARES TO BE BOUND BY THIS AGREEMENT. Stockholder
agrees that, during the period from the date of this Agreement through the
Expiration Date, Stockholder shall not cause or permit any Transfer of any of
the Shares to be effected unless each Person to which any of such Shares, or any
interest in any of such Shares, is or may be transferred shall have: (a)
executed a counterpart of this Agreement and a proxy in the form attached hereto
as EXHIBIT A (with such modifications as Parent may reasonably request); and (b)
agreed in writing to hold such Shares (or interest in such Shares) subject to
all of the terms and provisions of this Agreement.
(b) TRANSFER OF VOTING RIGHTS. Stockholder agrees that, during the
period from the date of this Agreement through the Expiration Date, Stockholder
shall not deposit (or permit the deposit of) any Shares in a voting trust or
grant any proxy or enter into any voting agreement or similar agreement in
contravention of the obligations of Stockholder under this Agreement with
respect to any of the Shares.
3. AGREEMENT TO VOTE SHARES. At every meeting of the stockholders of
the Company called, and at every adjournment thereof, and on every action or
approval by written consent of the stockholders of the Company, Stockholder (in
his or her capacity as such) shall cause the Shares to be voted in favor of
adoption of the Reorganization Agreement. Notwithstanding any provision of this
Agreement to the contrary, nothing in this Agreement shall limit or restrict
Stockholder from acting in Stockholder's capacity as a director or officer of
Company (it being understood that this Agreement shall apply to Stockholder
solely in Stockholder's capacity as a stockholder of Company) or voting in
Stockholder's sole discretion on any matter other than those matters referred to
in the preceding sentence.
-11-
4. IRREVOCABLE PROXY. Concurrently with the execution of this
Agreement, Stockholder agrees to deliver to Parent a proxy in the form attached
hereto as EXHIBIT A (the "PROXY"), which shall be irrevocable to the fullest
extent permissible by law, with respect to the Shares.
5. REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDER. Stockholder (i)
is the beneficial owner of the shares of Company Common Stock and Company
Preferred Stock and the options to purchase shares of Company Common Stock
indicated on the signature page of this Agreement, which are free and clear of
any liens, adverse claims, charges or other encumbrances (except any such
encumbrances arising under securities laws); (ii) does not beneficially own any
securities of the Company other than the shares of Company Common Stock, shares
of Company Preferred Stock and options to purchase shares of Company Common
Stock indicated on the signature page of this Agreement; and (iii) has full
power and authority to make, enter into and carry out the terms of this
Agreement and the Proxy.
6. ADDITIONAL DOCUMENTS. Stockholder (in his or her capacity as such)
and Parent hereby covenant and agree to execute and deliver any additional
documents necessary or desirable, in the reasonable opinion of Parent, to carry
out the intent of this Agreement.
7. LEGENDING OF SHARES. If so requested by Parent, Stockholder agrees
that the Shares shall bear a legend stating that they are subject to this
Agreement and to an irrevocable proxy.
8. TERMINATION. This Agreement and the Proxy delivered in connection
herewith shall terminate and shall have no further force or effect as of the
Expiration Date.
9. PARENT BOARD OF DIRECTORS. The provisions of Section 5.14 of the
Reorganization Agreement, as they apply to Stockholder, are hereby
incorporated by reference into this Agreement and shall survive the
termination of this Agreement in accordance with their terms.
10. MISCELLANEOUS.
(a) SEVERABILITY. If any term, provision, covenant or restriction of
this Agreement is held by a court of competent jurisdiction to be invalid, void
or unenforceable, then the remainder of the terms, provisions, covenants and
restrictions of this Agreement shall remain in full force and effect and shall
in no way be affected, impaired or invalidated.
(b) BINDING EFFECT AND ASSIGNMENT. This Agreement and all of the
provisions hereof shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and permitted assigns, but, except as
otherwise specifically provided herein, neither this Agreement nor any of the
rights, interests or obligations of the parties hereto may be assigned by either
of the parties without prior written consent of the other.
-12-
(c) AMENDMENTS AND MODIFICATION. This Agreement may not be modified,
amended, altered or supplemented except upon the execution and delivery of a
written agreement executed by the parties hereto.
(d) SPECIFIC PERFORMANCE; INJUNCTIVE RELIEF. The parties hereto
acknowledge that Parent shall be irreparably harmed and that there shall be no
adequate remedy at law for a violation of any of the covenants or agreements of
Stockholder set forth herein. Therefore, it is agreed that, in addition to any
other remedies that may be available to Parent upon any such violation, Parent
shall have the right to enforce such covenants and agreements by specific
performance, injunctive relief or by any other means available to Parent at law
or in equity.
(e) NOTICES. All notices and other communications pursuant to this
Agreement shall be in writing and deemed to be sufficient if contained in a
written instrument and shall be deemed given if delivered personally,
telecopied, sent by nationally-recognized overnight courier or mailed by
registered or certified mail (return receipt requested), postage prepaid, to the
parties at the following address (or at such other address for a
party as shall be specified by like notice):
If to Parent:
InfoSpace, Inc.
000 000xx Xxxxxx XX
Xxxxx 0000
Xxxxxxxx, XX 00000
Attention: General Counsel
Telecopy No.: (000) 000-0000
with a copy to:
Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx,
Professional Corporation
000 Xxxx Xxxx Xxxx
Xxxx Xxxx, XX 00000-0000
Attention: Xxxxx Xxxxxx, Esq.
Xxxxxxxx Xxxxxx, Esq.
Xxxxx Xxxxxxxx, Esq.
Telecopy No.: (000) 000-0000
If to Stockholder: To the address for notice set forth
on the signature page hereof.
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(f) GOVERNING LAW. This Agreement shall be governed by the laws of
the State of Delaware, without reference to rules of conflicts of law.
(g) ENTIRE AGREEMENT. This Agreement and the Proxy contain the
entire understanding of the parties in respect of the subject matter hereof, and
supersede all prior negotiations and understandings between the parties with
respect to such subject matter.
(h) EFFECT OF HEADINGS. The section headings are for convenience
only and shall not affect the construction or interpretation of this Agreement.
(i) COUNTERPARTS. This Agreement may be executed in several
counterparts, each of which shall be an original, but all of which together
shall constitute one and the same agreement.
(j) NO OBLIGATION TO EXERCISE OPTIONS. Notwithstanding any provision
of this Agreement to the contrary, nothing in this Agreement shall obligate
Stockholder to exercise any option, warrant or other right to acquire shares of
Company Common Stock.
[THE REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, the parties have caused this Agreement to
be duly executed on the day and year first above written.
INFOSPACE, INC. STOCKHOLDER
By: ___________________________________ By: __________________________________
Signature of Authorized Signatory Signature
Name: Xxxx Xxxxx Name:
Title: Chief Executive Officer Title:
--------------------------------------
--------------------------------------
Print Address
--------------------------------------
Telephone
--------------------------------------
Facsimile No.
Share beneficially owned:
_______________ shares of Company
Common Stock
_______________ shares of Company
Preferred Stock
_______________ shares of Company
Common Stock issuable upon exercise of
outstanding options
[SIGNATURE PAGE TO COMPANY VOTING AGREEMENT]
IRREVOCABLE PROXY
The undersigned stockholder (the "STOCKHOLDER") of Go2Net, Inc., a
Delaware corporation (the "COMPANY"), hereby irrevocably (to the fullest extent
permitted by law) appoints the directors on the Board of Directors of InfoSpace,
Inc., a Delaware corporation ("PARENT"), and each of them, as the sole and
exclusive attorneys and proxies of the undersigned, with full power of
substitution and resubstitution, to vote and exercise all voting and related
rights (to the full extent that the undersigned is entitled to do so) with
respect to all of the shares of capital stock of the Company that now are or
hereafter may be beneficially owned by the undersigned, and any and all other
shares or securities of the Company issued or issuable in respect thereof on or
after the date hereof (collectively, the "SHARES") in accordance with the terms
of this Proxy until the Expiration Date (as defined below). Upon the
undersigned's execution of this Proxy, any and all prior proxies given by the
undersigned with respect to any Shares are hereby revoked and the undersigned
agrees not to grant any subsequent proxies with respect to the Shares until
after the Expiration Date.
This Proxy is irrevocable (to the fullest extent permitted by law), is
coupled with an interest and is granted pursuant to that certain Voting
Agreement of even date herewith by and among Parent and the undersigned
stockholder (the "VOTING AGREEMENT"), and is granted in consideration of Parent
entering into that certain Agreement and Plan of Reorganization of even date
herewith (the "REORGANIZATION AGREEMENT"), among Parent, Giants Acquisition
Corp., a Delaware corporation and a wholly-owned subsidiary of Parent ("MERGER
SUB"), and the Company. The Reorganization Agreement provides for the merger of
Merger Sub with and into the Company in accordance with its terms (the
"MERGER"). As used herein, the term "EXPIRATION DATE" shall mean the earlier to
occur of (i) such date and time as the Reorganization Agreement shall have been
validly terminated pursuant to Article VII thereof or (ii) such date and time as
the Merger shall become effective in accordance with the terms and provisions of
the Reorganization Agreement.
The attorneys and proxies named above, and each of them, are hereby
authorized and empowered by the undersigned, at any time prior to the Expiration
Date, to act as the undersigned's attorney and proxy to vote the Shares, and to
exercise all voting, consent and similar rights of the undersigned with respect
to the Shares (including, without limitation, the power to execute and deliver
written consents) at every annual, special or adjourned meeting of stockholders
of the Company and in every written consent in lieu of such meeting in favor of
adoption of the Reorganization Agreement.
The attorneys and proxies named above may not exercise this Proxy on
any other matter. The undersigned stockholder may vote the Shares on all other
matters.
Any obligation of the undersigned hereunder shall be binding upon the
successors and assigns of the undersigned.
HWD2 814497v1
This Proxy is irrevocable (to the fullest extent permitted by law).
This Proxy shall terminate, and be of no further force and effect, automatically
upon the Expiration Date.
Dated: July 26, 2000
Signature of Stockholder: _______________________
Print Name of Stockholder: ______________________
[SIGNATURE PAGE TO IRREVOCABLE PROXY]
