EXHIBIT 99.3
TENDER AND VOTING AGREEMENT
TENDER AND VOTING AGREEMENT dated as of November 5, 2002 (this
"Agreement"), among Enghouse Systems Limited, an Ontario corporation ("Parent"),
Syntellect Inc., a Delaware corporation (the "Company"), and the persons listed
on Schedule A hereto (each, a "Holder" and collectively, the "Holders").
WHEREAS, Parent, the Company and Arizona Acquisition Corp., a Delaware
corporation and a wholly owned subsidiary of Parent ("Sub") are discussing the
execution of an agreement (the "Merger Agreement") providing for a tender offer
for all of the outstanding shares of common stock, par value $.01 per share (the
"Shares"), of the Company at a cash price of no less than $0.72 per Share (the
"Offer"), to be followed by a merger of Sub with and into the Company (the
"Merger") in which each outstanding Share (other than Shares held by Parent or
any subsidiary or by holders properly exercising appraisal rights under Delaware
law) would be converted into the right to receive the cash price paid in the
Offer;
WHEREAS, as a condition to Parent's willingness to enter into the Merger
Agreement, Parent has requested that the Company and the Holders enter into this
Agreement;
WHEREAS, each Holder is the record and beneficial owner of the number of
shares of Shares set forth opposite such Holder's name on Schedule A hereto,
such Shares, as they may be adjusted by any stock dividend, .stock split,
recapitalization, combination or exchange of shares, merger, consolidation,
reorganization or other change or transaction of or by the Company, together
with securities beneficial ownership of which may be acquired after the date
hereof by such Holder, and including Shares issuable upon the exercise of
options to purchase Shares (as the same may be adjusted as aforesaid), being
also referred to herein as "Shares";
WHEREAS, each of the Holders desires Parent, Sub and the Company to enter
into the Merger Agreement and to conduct the Offer; and
NOW, THEREFORE, in consideration of the premises and the representations,
warranties and agreements contained herein and for good and valuable
consideration, the receipt and adequacy of which are hereby acknowledged, the
parties agree as follows:
Section 1. Covenants of the Holders. Each Holder, severally and not
jointly, agrees as follows:
(a) Promptly (and not later than 15 business days after commencement
of the Offer), such Holder will tender, in accordance with the terms of the
Offer, all outstanding Shares beneficially owned by such Holder into the Offer
and such Holder will not withdraw such Shares. If any Holder shall breach the
foregoing sentence then, without limiting the remedies otherwise available to
Parent, Parent shall have the option, exercisable by notice to such Holder, to
purchase such Shares immediately following the closing of the Offer at the price
per share paid in the Offer.
(b) Such Holder shall not (i) sell, transfer, pledge, assign or
otherwise dispose of, or enter into any Contract (as defined below), option or
other arrangement (including any profit sharing arrangement) or understanding
with respect to the sale, transfer, pledge,
assignment or other disposition of, any Shares to any person other than Parent
or Parent's designee, (ii) enter into any voting arrangement, whether by proxy,
voting agreement, voting trust, power-of-attorney or otherwise, with respect to
any Shares, or (iii) take any other action that would in any way restrict,
limit or interfere with the performance of its obligations hereunder or the
transactions contemplated hereby;
(c) Such Holder shall not, and shall cause its affiliates and its and
its affiliates' officers, directors, employees, investment bankers, financials
advisors, attorneys, accountants, representatives and agents not to, directly or
indirectly (i) solicit, initiate or encourage (including by way of furnishing
information), or take any other action designed or reasonably likely to make any
representation or warranty of such Holder untrue or to facilitate, any inquiries
or the making of any proposal which constitutes, or may reasonably be expected
to lead to, any Takeover Proposal, or (ii) participate in any discussions or
negotiations regarding any Takeover Proposal. Without limiting the fore going,
it is understood that any violation of the restrictions set forth in the
preceding sentence by an investment banker, financial advisor, attorney,
accountant or other representative or agent of any Holder shall be deemed to be
a violation of this Section 1(c) by that Holder. If a Holder is a director of
the Company, nothing in this Section 1(c) shall restrict actions of such Holder
which actions are required by such Holder's fiduciary duties as a director of
the Company. For purposes of this Agreement, the Company will not be deemed an
affiliate of any Holder.
(d) At any meeting of holders of securities of the Company called to
vote upon the Merger and the Merger Agreement or at any adjournment thereof or
in any other circumstances upon which a vote, consent or other approval
(including by written consent) with respect to the Merger and the Merger
Agreement is sought, each Holder shall, including by initiating a written
consent solicitation requested by Parent (at Parent's expense), vote (or cause
to be voted) all of such Holder's Shares in favor of the Merger, the adoption of
the Merger Agreement and the approval of the other transactions contemplated by
the Merger Agreement and otherwise in such manner as may be necessary to
consummate the Merger. At any meeting of Holders of the Company or at any
adjournment thereof or in any other circumstances upon which the Holder's vote,
consent or other approval is sought, such Holder shall vote (or cause to be
voted) such Holder's Shares against (i) (other than the Merger Agreement and the
Merger) any Takeover Proposal or any other, reorganization, recapitalization,
dissolution, liquidation or winding up of or by the Company or (ii) any
amendment of the Company's Certificate of Incorporation or by-laws or other
proposal or transaction involving the Company or any of its subsidiaries, which
amendment or other proposal or transaction could reasonably be expected to
result in any condition to the obligations of the Company or of Parent to
consummate the transactions contemplated by the Merger Agreement or could
otherwise be reasonably be expected to in any manner impede, frustrate, prevent
or nullify, the Merger, the Merger Agreement or any of the other transactions
contemplated by the Merger Agreement including any consent to the treatment of
any Shares in or in connection with such transaction (collectively, "Frustrating
Transactions").
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Section 2. Grant of Irrevocable Proxy Coupled with an Interest; Appointment
of Proxy.
(a) Each Holder hereby irrevocably grants to, and appoints, any person
who shall be designated by Parent, and each of them, such Holder's proxy and
attorney-in-fact (with full power of substitution), for and in the name, place
and stead of such Holder, to vote and otherwise act with respect to all such
Holder's Shares, and to grant any consents or approvals in respect of such
Shares, at any meeting of Holders of the Company or at any adjournment thereof
or in any other circumstances upon which their vote, consent or other approval
is sought, (1) in favor of the Merger, the adoption by the Company of the Merger
Agreement and the approval of the other transactions contemplated by the Merger
Agreement, and (ii) against any Takeover Proposal or Frustrating Transaction.
(b) Each Holder represents that any proxies heretofore given in
respect of such Holder's Shares are not irrevocable, and that any such proxies
are hereby revoked.
(c) Each Holder hereby affirms that the proxy set forth in this
Section 2 is coupled with an interest, is irrevocable until such time as this
Agreement terminates in accordance with its terms and shall be binding on any
person to whom such Holder transfers Shares in breach of this Agreement. Such
Holder hereby further affirms that the irrevocable proxy is given in connection
with the execution of the Merger Agreement, and that such irrevocable proxy is
given to secure the performance of the duties of such Holder under this
Agreement Such Holder hereby ratifies and confirms all that such irrevocable
proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable
proxy is executed and intended to be irrevocable in accordance with the
provisions of Section 212 of the Delaware General Corporation Law (the "DGCL").
Each Holder hereby revokes each other power of attorney or proxy with respect to
any of such Holder's Shares, and hereby agrees that any subsequent power of
attorney or proxy with respect to any such Shares shall be void. All authority
conferred under this Agreement by any Holder shall survive the death or
dissolution of the Holder and shall be binding on the successors, assigns,
personal representatives and heirs of such Holder.
Section 3. Representations and Warranties of the Holders. Each Holder
hereby, severally and not jointly, represents and warrants to Parent as follows:
(a) Authority. Such Holder has all requisite power and authority to
execute and deliver this Agreement and to consummate the transactions
contemplated hereby. If such Holder is not an individual, it is duly formed
validly existing and in good standing in the jurisdiction of its formation. The
execution, delivery and performance of this Agreement and the consummation of
the transactions contemplated hereby have been duly authorized by such Holder.
This Agreement has been duly executed and delivered by such Holder and, assuming
this Agreement constitutes a valid and binding obligation of Parent, constitutes
a valid and binding obligation such Holder enforceable against such Holder in
accordance with its terms, except that (i) such enforcement may be subject to
bankruptcy, insolvency, reorganization, moratorium, or other similar laws now or
hereafter in effect, and (ii) the remedy of specific performance and injunctive
and other forms of equitable relief may be subject to equitable defenses and to
the discretion of the court before which any proceeding therefor may be brought.
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Except for the informational filings with the Securities and Exchange
Commission, neither the execution, delivery or performance of this Agreement by
such Holder nor the consummation by such Holder of the transactions contemplated
hereby will (i) require any filing with, or permit, authorization, consent or
approval of, any Governmental Entity, (ii) result in a violation or breach of,
or constitute (with or without due notice or lapse of time or both) a default
under, or give rise to any right of termination, amendment, cancellation or
acceleration under, or result in the creation of any Lien upon any of the
properties or assets of the Holder under, any of the terms, conditions or
provisions of any note, bond, mortgage, indenture, lease, license, permit,
concession, franchise, contract, agreement or other instrument or obligation (a
"Contract") to which such Holder is a party or by which such Holder or any of
such Holder's properties or assets, including such Holder's Shares, may be bound
or (iii) violate any Order or Law applicable to such Holder or any of such
Holder's properties or assets, including such Holder's Shares.
(b) Shares. Such Holder's Shares and the certificates representing
such Shares are now, and until such Holder's tender pursuant to the Offer will
be, held of record or beneficially by such Holder, and the Holder has good and
marketable title to such Shares, free and clear of any Liens, proxies, voting
trusts or agreements, understandings or arrangements, except for any such Liens
or proxies arising hereunder. Neither such Holder nor any affiliate of such
holder owns of record or beneficially any securities of the Company, or any
options, warrants or rights exercisable for securities of the Company, other
than such Holder's Shares and shares of common stock of the Company issuable
upon the exercise of Options, in each case as set forth on Schedule A hereto.
Other than grants under this Agreement, neither such Holder nor any affiliate of
such Holder has granted or appointed any proxy, power of attorney or other
rights (except any expired or effectively revoked proxy) with respect to any
Shares.
(c) Brokers. No broker, investment banker, financial advisor or other
person is entitled to any broker's, finder's, financial advisor's or other
similar fee or commission in connection with the transactions contemplated by
this Agreement based upon arrangements made by or on behalf of such Holder.
(d) Such Holder understands and acknowledges that Parent and Sub are
continuing to discuss the Merger Agreement with the Company and would enter into
the Merger Agreement only in reliance upon the Holder's execution and delivery
of this Agreement.
(e) Absence of Litigation. As of the date of this Agreement, there is
no litigation, suit, claim, action, proceeding or investigation pending or, to
the knowledge of such Holder, threatened against any Holder, or any property or
asset of any Holder, before any Governmental Entity that (i) seeks to delay or
prevent the consummation of the transactions contemplated by this Agreement or
the Merger Agreement or (ii) relates to the Shares.
Section 4. Further Representations and Warranties of the Company. The
Company further represents and warrants to Parent that the Board of Directors
of the Company has duly and validly authorized and approved by all necessary
corporate action, this Agreement, the Merger Agreement and the transactions
contemplated hereby and thereby, so that by the execution and delivery hereof no
restrictive provision of any "fair price," "moratorium," "control-share
acquisition," 'interested shareholders" or other similar anti-takeover statute
or regulation (including Section 203 of the DGCL) or restrictive provision of
any applicable anti-
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takeover provision in the Articles of Incorporation (including Article
Fourteenth thereof) or by-laws of the Company is, or at the closing of the
transactions contemplated hereby will be, applicable to the Company, Parent, the
Shares, the Merger or any other transaction contemplated by this Agreement.
Section 5. Further Assurances. Each Holder will, from time to time, execute
and deliver, or cause to be executed and delivered, such additional or further
transfers, assignments, endorsements, consents and other instruments and provide
such information as Parent may reasonably request for the purpose of effectively
carrying out the transactions contemplated by this Agreement, including to vest
the power to vote such Holder's Shares as contemplated by Section 2. Each Holder
acknowledges that Parent and the Company may disclose information regarding the
Holders, this Agreement and the transactions contemplated hereby in filings
required to be made by Parent and the Company under the Exchange Act.
Section 6. Assignment; Binding Effect. Neither this Agreement nor any of
the rights, interests or obligations hereunder shall be assigned by any of the
parties hereto (whether by operation of law or otherwise) without the prior
written consent of the other parties. Subject to the preceding sentence, this
Agreement will be binding upon, inure to the benefit of and be enforceable by
the parties and their respective successors and assigns.
Section 7. Termination. This Agreement, and all rights and obligations of
the parties hereunder, may be terminated by any party at or after the close of
business on December 1, 2002, provided that if the Merger Agreement is executed
by Parent and the Company prior to such time, this Agreement shall terminate
upon (i) the termination of the Merger Agreement in accordance with its terms,
including pursuant to the provision allowing the Company to terminate the Merger
Agreement in order to simultaneously enter into a definitive agreement to
implement a Superior Proposal or (ii) the consummation of the Merger. Nothing in
this Section 7 shall relieve any party from liability for willful breach of this
Agreement.
Section 8. Legending of Certificates; Nominees Shares; Stop Transfer. Upon
request by Parent, each Holder agrees to submit to Parent contemporaneously with
or promptly following execution of this Agreement all certificates representing
their Shares so that Parent may note thereon a legend referring to the rights
granted to it under this Agreement. If any of the Shares beneficially owned by a
Holder are held of record by a brokerage firm in "street name" or in the name of
any other nominee (a "Nominee," and, as to such Shares, "Nominee Shares"), such
Holder agrees that, upon written request by Parent, such Holder will within five
days of such request execute and deliver to Parent a limited power of attorney,
in form and substance reasonably satisfactory to Parent, enabling Parent to
require such Nominee to (i) enter into an agreement to the same effect as
Section 2 hereof with respect to the Nominee Shares held by such Nominee, (ii)
tender such Nominee Shares in the Offer pursuant to Section 1 hereof and (in)
submit to Parent the certificates representing such Nominee Shares for notation
of the above-referenced legend thereon. The Company agrees with, and covenants
to, Parent that the Company shall not register the transfer of any certificate
representing any Holder's Shares unless such transfer is made in accordance with
the terms of this Agreement.
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Section 9. General Provisions.
(a) Expenses. Except as otherwise provided in this Agreement or in the
Merger Agreement, each party shall bear its own expenses in connection with the
transactions contemplated by this Agreement.
(b) Amendments. This Agreement may be amended by the parties hereto,
by duly authorized action taken. This Agreement may not be amended except by an
instrument in writing signed on behalf of each of the parties hereto.
(c) Extension; Waiver. The parties hereto may (i) extend the time for
the performance of any of the obligations or other acts of the other parties
hereto, (ii) waive any inaccuracies in the representations and warranties
contained herein or in any document delivered pursuant hereto or (iii) waive
compliance with any of the agreements or conditions contained herein. Any
agreement on the part of a party hereto to any such extension or waiver shall be
valid only if set forth in a written instrument signed on behalf of such party.
The failure of any party to this Agreement to assert any of its rights under
this Agreement or otherwise shall not constitute a waiver of those rights.
(d) Notice. All notices and other communications hereunder shall be in
writing and shall be deemed given upon receipt by the parties at the following
addresses (or at such other address for a party as shall be specified by like
notice):
(i) if to Parent, to:
Enghouse Systems Limited
00 Xxxxxxxx Xxxxx, Xxxxx 000
Xxxxxxx, Xxxxxxx, Xxxxxx X0X 0X0
Attention: Xxxx Xxxxxxx
Facsimile: 000-000-0000
with a copy to:
Xxxxxxxx Chance US LLP
000 Xxxx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxx Xxxxxxxx
Xxxxxxx X. Xxxxx
Facsimile; 000-000-0000
(ii) if to the Company, to:
Syntellect Inc.
00000 X. Xxxxx Xxxxxx Xxxxxxx, Xxxxx 000,
Xxxxxxx, Xxxxxxx 00000
Attention: Xxxxxxx Xxxxxxx
Facsimile: (000) 000-0000
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with a copy to:
Xxxxxx & Xxxxxxxx LLP
Suite 850
The Camelback Esplanade
0000 Xxxx Xxxxxxxxx Xxxx
Xxxxxxx, Xxxxxxx 00000
Attention: Xxxxxx X. Xxxxxx
Facsimile: 000-000-0000
And
(iii) if to any Holder, to the address set forth under the
name of such Holder on Schedule A hereto (or at such other
address for such Holder as shall be specified by like
notice).
(e) Interpretation. Words used herein, regardless of the number and
gender specifically used, shall be deemed and construed to include any other
number, singular or plural, and any other gender, masculine, feminine or neuter,
as the context requires. When a reference is made in this Agreement to an
Article or a Section, such reference shall be to an Article or a Section of this
Agreement unless otherwise indicated. The headings contained in this Agreement
are for reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement. This Agreement is the result of the joint
efforts of Parent, the Company, and each of the Holders and each provision
hereof has been subject to the mutual consultation, negotiation and agreement of
the parties and there shall be no construction against any party based on any
presumption of that party's involvement in the drafting thereof. The symbol "$"
refers to United States Dollars. The words "include", "includes" or "including"
shall be deemed to be followed by the words "without limitation." A "subsidiary"
of any person means another person, an amount of the voting securities, other
voting ownership or voting partnership interests of which is sufficient to elect
at least a majority of its Board of Directors or other governing body (or, if
there are no such voting interests, 50% or more of the equity interests of
which) is owned directly or indirectly by such first person. The term "ordinary
course of business" (or similar terms) shall be deemed to be followed by the
words "consistent with past practice." Capitalized terms used but not otherwise
defined herein shall have the meanings set forth in the Merger Agreement.
(f) Counterparts. This Agreement may be executed in two or more
counterparts, all of which shall be considered one and the same agreement and
shall become effective when two or more counterparts have been signed by each of
the parties and delivered to the other parties, it being understood that all
parties need not sign the same counterpart. This Agreement shall be binding upon
each Holder upon the execution of this Agreement by Parent, the Company and such
Holder, without regard to whether it is executed by any other Holder.
(g) Entire Agreement; No Third-Party Beneficiaries. This Agreement
(including the documents and the instruments referred to herein) (a) constitutes
the entire agreement and supersedes all prior agreements and understandings,
both written and oral, among
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the parties with respect to the subject matter hereof, and (b) is not intended
to confer upon any person other than the parties hereto any rights or remedies
hereunder.
(h) Severability. This Agreement shall be deemed severable; the
invalidity or unenforceability of any term or provision of this Agreement shall
not affect the validity or enforceability of the balance of this Agreement or of
any other term hereof, which shall remain in full force and effect. If of any of
the provisions hereof are determined to be invalid or unenforceable, the parties
shall negotiate in good faith to modify this Agreement so as to effect the
original intent of the parties as closely as possible.
(i) Enforcement. The parties agree that irreparable damage would occur
in the event that any of the provisions of this Agreement were not performed in
accordance with their specific terms or were otherwise breached. It is
accordingly agreed that the parties shall be entitled to an injunction or
injunctions to prevent breaches of this Agreement and to enforce specifically
the terms and provisions of this Agreement, in addition to any other remedy to
which they are entitled at law or in equity. THE PARTIES HEREBY (I) SUBMIT TO
THE EXCLUSIVE JURISDICTION OF ANY FEDERAL OR STATE COURT SITTING IN THE STATE OF
DELAWARE AND AGREE NOT TO BRING ANY ACTIONS RELATED TO THIS AGREEMENT OR TILE
TRANSACTIONS CONTEMPLATED HEREBY IN ANY OTHER COURT, OTHER THAN TO ENFORCE THE
JUDGMENTS OF SUCH COURTS, (ii) AGREE NOT TO OBJECT TO VENUE IN SUCH COURTS OR TO
CLAIM THAT SUCH FORUM IS INCONVENIENT AND (iii) AGREE THAT NOTICE OR THE SERVICE
OF PROCESS IN ANY PROCEEDING SHALL BE PROPERLY SERVED OR DELIVERED IF DELIVERED
IN THE MANNER CONTEMPLATED BY SECTION 9(d) HEREOF. IN ADDITION, EACH OF THE
PARTIES HERETO WAIVES ANY RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY CLAIM OR
PROCEEDING RELATED TO OR ARISING OUT OF THIS AGREEMENT OR ANY OF THE
TRANSACTIONS CONTEMPLATED HEREBY.
(j) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT REGARD TO ANY
APPLICABLE CONFLICTS OF LAW.
(k) Publicity. Except as otherwise required by law, court process or
the rules of any applicable securities exchange or the Nasdaq or as contemplated
or provided elsewhere herein, no party hereto shall issue any press release or
otherwise make any public statement with respect to the transactions
contemplated by this Agreement without prior consultation with the other parties
hereto.
[SIGNATURE PAGES FOLLOW]
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IN WITNESS WHEREOF. each party has duly signed this Agreement, all as of
the date first written above.
SYNTELLECT INC.
By: /s/ Xxxxxxx X. Xxxxxxx, Xx.
------------------------------------------
Name: Xxxxxxx X. Xxxxxxx, Xx.
Title: Chairman, CEO and President
ENGHOUSE SYSTEMS LIMITED
By: /s/ Xxxxxxx X. Xxxxxx
-----------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Chairman and Chief Executive Officer
HOLDERS
/s/ Xxxxxxxx Xxxxx
---------------------------------------------
XXXXXXXX XXXXX
MISSION PARTNERS, L.P.
By: MCM Associates, Ltd.,
General Partner
By: /s/ Xxxxxxxx Xxxxx
----------------------------------------
Xxxxxxxx Xxxxx, President
LIMITED NOMINEES LIMITED
By: MCM Associates, Ltd., Investment
Manager
By: /s/ Xxxxxxxx Xxxxx
----------------------------------------
Xxxxxxxx Xxxxx, President
SIGNATURE PAGE TO TENDER AND VOTING AGREEMENT
HORIZON OFFSHORE, LTD.
By: /s/ Xxxxxxxx Xxxxx
----------------------------------------
Xxxxxxxx Xxxxx, Director
MAYFAIR CAPITAL FUND, L.P.
By: MCM Capital Management, LLC,
General Partner
By: /s/ Xxxxxxxx Xxxxx
----------------------------------------
Xxxxxxxx Xxxxx, President
MCM PROFIT SHARING PLAN CFB-MCM ASSOCIATES
LTD FBO Xxxxxxxx Xxxxx
By: /s/ Xxxxxxxx Xxxxx
----------------------------------------
Xxxxxxxx Xxxxx, Trustee
WYNNEFIELD PARTNERS SMALL CAP
VALUE, L.P.
By: Wynnefield Capital Management, LLC,
General Partner
By: /s/ Xxxxxx Xxxx
-----------------------------------------
Xxxxxx Xxxx, Co-Managing Member
WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P.
By: Wynnefield Capital Management, LLC,
General Partner
By: /s/ Xxxxxx Xxxx
-----------------------------------------
Xxxxxx Xxxx, Co-Managing Member
WYNNEFIELD SMALL CAP VALUE OFFSHORE FUND,
LTD.
By: Wynnefield Capital, Inc.
By: /s/ Xxxxxx Xxxx
-----------------------------------------
Xxxxxx Xxxx, President
WYNNEFIELD CAPITAL MANAGEMENT, L.L.C.
By: /s/ Xxxxxx Xxxx
-----------------------------------------
Xxxxxx Xxxx, Co-Managing Member
WYNNEFIELD CAPITAL, INC.
By: /s/ Xxxxxx Xxxx
-----------------------------------------
Xxxxxx Xxxx, President
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SCHEDULE A
Name and Address Number of Shares Held Shares Subject to Options Held
---------------- --------------------- ------------------------------
Mayfair Capital Fund, L.P.* 367,500 0
Mission Partners, L.P.* 559,600 0
Horizon Offshore, Ltd.* 44,400 0
Liberty Nominees Limited* 115,400 0
Xxxxxxxx Xxxxx* 1,020 0
MCM Associates, Ltd.* 10,000 0
MCM Profit Sharing Plan CSFB. MCM 10,000 0
Associates Ltd. FBO Xxxxxxxx Xxxxx*
Wynnefield Partners Small Cap Value, 44,500 0
L.P.**
Wynnefield Partners Small Cap Value, 38,000 0
L.P.I.**
Wynnefield Small Cap Value, Offshore 518,300 0
Fund, Ltd.**
Wynnefield Capital Management, L.L.C.** 0 0
Wynnefield Capital, Inc.** 0 0
----------------------
* Address for each entity: Xx. Xxxxxxxx Xxxxx, c/o MCM Associates, Ltd., 00 Xxxx
00xx Xxxxxx, 00xx XX, Xxx Xxxx, XX 00000
**Address for each entity: Wynnefield Partners Small Cap Value, L.P., 000
Xxxxxxx Xxxxxx, Xxxxx 000, Xxx Xxxx, XX 00000, Attn: Mr. Xxxxxx Xxxx. This
Agreement is fully binding on such entities notwithstanding that Share numbers
have not been filled in on Schedule A. Such entities shall provide a revised
Schedule A showing an accurate and complete listing of Shares held by each such
entity no later than 5:00 PM, New York City time, on November 6, 2002. Such
revised Schedule A shall then be Schedule A to thus Agreement.
A-1
