XXXX XXXXXX
APRIL 3, 2001
Xx. Xxxxx Xxxxxx
000 Xxxxxxxx Xxxx
Xxx Xxxxxxxx, Xxx Xxxx 00000
Xx. Xxxxx Xxxxx-Xxxx
00 Xxxxxx Xxxx
Xxx Xxxxxxxxx, Xxxxxxxxxxx 00000
Dear Messrs. Barotz and Xxxxx-Xxxx:
Reference is hereby made to that certain Shareholders and Voting Agreement,
dated as of the 24th day of January, 2001, (the "Agreement") by and among Xxxx
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Xxxxxx ("Xxxxxx") and Xxxxx Xxxxxx (collectively, the "Xxxxxx Group"), Xxxxx
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Xxxxxxx, Xxxxxx Xxxxxx and Xxxxx Xxxxxx (collectively, the "Barotz Group"),
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Xxxxx Xxxxx-Xxxx, Xxxxx Xxxxx-Xxxx, Xxxxxxx Xxxxx-Xxxx, Xxx Xxxxx-Xxxx and the
Xxxxx-Xxxx Family Trust (collectively, the "Xxxxx-Xxxx Group" and, together with
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the Xxxxxx Group and the Barotz Group, the "Control Groups" and, together with
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each of the aforementioned person, the "Parties"). Capitalized terms used herein
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and not otherwise defined herein shall have the meanings set forth in the
Agreement.
Pursuant to Section 4 of the Agreement, the Parties agreed to cause NewCo
to issue shares of its common stock to the Parties in proportion to their
ownership of the Subject Shares.
Pursuant to Section 3(a) of the Agreement, the Parties have agreed that I,
Xxxx Xxxxxx, shall have full and exclusive authority to negotiate the terms of a
merger agreement to effect the Proposed Merger by and between NewCo and Firecom
to achieve the purpose stated in Section 1 thereof, and the Parties have agreed
execute any further agreements or consents requested by Xxxxxx in connection
therewith and agree to be bound irrevocably thereby.
Having considered what would best serve the purpose of the Parties under
the Agreement, I have determined that no shares of the common stock should be
issued to the Parties until such time, immediately prior to the Effective Time,
that the Parties tender the Subject Shares to NewCo in exchange therefor. At
such time, NewCo shall issue to each of the Parties the number of shares of the
common stock equal to the number of Subject Shares tendered by such party in
exchange. Pursuant to the Agreement and Plan of Merger (the "Merger Agreement")
providing for the merger NewCo with and into Firecom, each issued and
outstanding share of the common stock of NewCo will be converted, at the
Effective Time, into one share of the common stock, $0.01 par value, of Firecom.
In addition, the undersigned hereby amend Section 8(b) of the Agreement,
pursuant to which each director nominated by the Barotz Group or the Xxxxx-Xxxx
Group and elected in accordance with Section 8a thereof shall be entitled to
receive a fee from Firecom following the Merger. That first sentence of Section
8(b) is hereby in amended to state: "Following the Merger, each director
nominated by the Barotz Group or the Xxxxx-Xxxx Group and elected in accordance
with Section 8a hereof shall be entitled to receive a fee from Firecom in the
form of cash or expense reimbursement equal to sixty-five thousand dollars
($65,000) per year, which fee shall be in consideration for such person's
service of Firecom as consultants thereto."
Sincerely,
Xxxx Xxxxxx
/s/ Xxxx Xxxxxx
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Individually and as the Group Representative
of the Xxxxxx Group
Acknowledged and Agreed
As of the Date First Written Above:
Xxxxx Xxxxx-Xxxx
/s/ Xxxxx Xxxxx-Xxxx
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Individually and as the Group Representative
of the Xxxxx-Xxxx Group
Acknowledged and Agreed
As of the Date First Written Above:
Xxxxx Xxxxxx
/s/ Xxxxx Xxxxxx
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Individually and as the Group Representative
of the Barotz Group
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