VOTING AGREEMENT
THIS VOTING AGREEMENT (this "AGREEMENT") dated as of October 12, 2006 by
and among CLIENTLOGIC CORPORATION, a Delaware corporation (the "PARENT"),
STAGECOACH ACQUISITION CORPORATION, a Minnesota corporation and wholly owned
subsidiary of the Parent (the "MERGER SUB"), XXXX PIRANHA MASTER FUND, LTD. (the
"SHAREHOLDER"), a shareholder of SITEL CORPORATION, a Minnesota corporation (the
"COMPANY") and XXXX Partners LLC ("XXXX Partners").
A. The Parent and the Merger Sub have proposed entering into an Agreement
and Plan of Merger dated October 12, 2006 (as amended from time to time, the
"MERGER AGREEMENT"), with the Company, pursuant to which the Merger Sub will be
merged with and into the Company, upon the terms and subject to the conditions
contained in the Merger Agreement (the "MERGER") and all shares of common stock
of the Company (the "COMPANY COMMON STOCK") outstanding immediately prior to the
Effective Time (as defined in the Merger Agreement) of the Merger, other than
Dissenting Shares, will be converted into the right to receive from the Parent
the Merger Consideration (as such terms are defined in the Merger Agreement).
B. The Shareholder is the record or beneficial owner of the number of
shares of Company Common Stock set forth on SCHEDULE I hereto opposite the
Shareholder's name.
C. As a condition to entering into the Merger Agreement and incurring the
obligations set forth therein, the Parent and the Merger Sub have required that
the Shareholder enter into this Agreement.
D. The Shareholder wishes to induce the Parent and the Merger Sub to
enter into the Merger Agreement and, therefore, the Shareholder is willing to
enter into this Agreement.
E. Prior to the execution of this Agreement, a committee of the Company's
Board of Directors, composed solely of "disinterested directors" (as such term
is defined in Section 302A.673, Subd. 1(d)(3) of the Minnesota Business
Corporation Act (the "MBCA")), has approved, pursuant to Section 302A.673, Subd.
1 of the MBCA, the execution and performance by the Shareholder of this
Agreement, including the voting agreement, irrevocable proxy and other
arrangements contemplated pursuant to this Agreement.
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants
and agreements contained herein, and intending to be legally bound hereby, the
parties hereto agree as follows:
ARTICLE I
VOTING AGREEMENT
1.1. VOTING AGREEMENT. The Shareholder, in his, her or its capacity as a
shareholder of the Company, or as a representative with the authority to vote
shares of Company Common Stock, hereby agrees that, from and after the date
hereof until the Termination Time (as defined in Section 5.1 below), at any
meeting (or any action by written consent in lieu of a meeting) of the
shareholders of the Company called to vote upon the approval of the Merger, the
Merger Agreement and the transactions contemplated therein or at any adjournment
thereof or in any other circumstances upon which a vote or other approval with
respect to the Merger, the Merger Agreement and the transactions contemplated
therein is sought, the Shareholder will vote (or cause to be voted), at the time
of such meeting or adjournment, the Shareholder's Shares: (i) in favor of the
approval and adoption of the Merger Agreement and the terms thereof, the Merger
and all the transactions contemplated by the Merger Agreement and otherwise in
such
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manner as may be necessary to consummate the Merger; and (ii) against any
action, agreement, transaction (other than the Merger Agreement or the
transactions contemplated thereby) or proposal (including any Acquisition
Proposal) that could reasonably be expected to impede, interfere, delay,
discourage or adversely affect the Merger Agreement, the Merger or this
Agreement. Any vote by the Shareholder that is not in accordance with this
Section 1.1 will be considered null and void, and the provisions of Section 1.2
will be deemed to take immediate effect. Nothing in this Agreement will be
deemed to restrict or limit Shareholder's right to act in his, her or its
capacity as an officer or director of the Company consistent with his, her or
its fiduciary obligations in such capacity as permitted under the Merger
Agreement or as the Shareholder is advised by counsel is required under
applicable law.
1.2. IRREVOCABLE PROXY. The Shareholder hereby grants to and appoints
Parent and each of its officers (in their capacity as such) its
attorney-in-fact, agent and proxy (such constitution and appointment, the
"IRREVOCABLE PROXY") with full power of substitution, to vote and otherwise act
with respect to the Shareholder's Shares at any meeting of shareholders of the
Company, whether annual or special and whether or not an adjourned or postponed
meeting (or any action by written consent of the shareholders of the Company in
lieu of a meeting), to effect any action contemplated by Section 1.1, to the
extent, but only to the extent, not voted by the Shareholder in accordance with
Section 1.1. THE SHAREHOLDER AGREES THAT THIS PROXY SHALL BE IRREVOCABLE DURING
THE TERM OF THIS AGREEMENT AND IS COUPLED WITH AN INTEREST SUFFICIENT AT LAW TO
SUPPORT AN IRREVOCABLE PROXY AND GIVEN TO PARENT AS AN INDUCEMENT TO ENTER INTO
THE MERGER AGREEMENT AND, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, WILL BE
VALID AND BINDING ON ANY PERSON TO WHOM A SHAREHOLDER MAY TRANSFER ANY OF HIS,
HER OR ITS SECURITIES IN BREACH OF THIS AGREEMENT. The Shareholder agrees to
take such further action or execute such other instruments as may be reasonably
requested by Parent or Merger Sub to effectuate the intent of this Section 1.2.
To the extent inconsistent with the provisions of this Agreement, the
Shareholder hereby revokes all other proxies and powers of attorney with respect
to the Shareholder's Shares that may have heretofore been appointed or granted,
and no subsequent proxy or power of attorney will be given (and if given, will
not be effective) by the Shareholder with respect thereto. All authority herein
conferred or agreed to be conferred will survive the death or incapacity of the
Shareholder and any obligation of the Shareholder under this Agreement will be
binding upon the heirs, personal representatives, successors and assigns of the
Shareholder.
1.3. DEFINITION OF "SHARES". For purposes of this Agreement, the term
"SHARES" means the number of shares of Company Common Stock set forth on
SCHEDULE I hereto, but shall be deemed to exclude any additional shares of
capital stock of the Company (including any additional shares of Company Common
Stock) as to which the Shareholder has or otherwise acquires "beneficial
ownership" (as defined in Section 302A.011, subd. 41, of the MBCA) ("BENEFICIAL
OWNERSHIP") as of the date hereof or hereafter, including without limitation any
shares of capital stock of the Company issuable upon exercise of any options or
other rights to purchase shares of capital stock of the Company held by the
Shareholder.
1.4. VOTING POWER THRESHOLD. Notwithstanding anything to the contrary in
Section 1.3 hereof, to the extent that the Shareholder and any other
shareholders of the Company that have entered into a voting agreement in
substantially the form of this Agreement as of the date hereof (collectively,
the "COMPANY SHAREHOLDERS") in the aggregate have Beneficial Ownership of shares
of capital stock of the Company which is less than 19.99% of the voting power of
the shares of the Company with respect to the election of directors (the "VOTING
POWER THRESHOLD"), then the aggregate number of shares of Company Common Stock
included in the definition of "SHARES" in this Agreement and each of such voting
agreements of the other Company Shareholders (collectively with this Agreement,
the "COMPANY SHAREHOLDER VOTING AGREEMENTS") shall automatically be increased,
without further action by, or on behalf of, the Parent, Merger Sub, Company or
the Company Shareholders, on a pro-rata basis among the Company Shareholders
that hold additional shares of Company Common Stock, such that the resulting
aggregate
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shares of Company Common Stock covered by the Company Shareholder Voting
Agreements shall equal the Voting Power Threshold. In no event shall the
aggregate number of shares of Company Common Stock covered by the Company
Shareholder Voting Agreements exceed the Voting Power Threshold.
ARTICLE II
REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDER
The Shareholder hereby represents and warrants to the Parent and to the
Merger Sub as follows:
2.1. POWER; BINDING AGREEMENT. This execution, delivery and performance by
the Shareholder of this Agreement has been duly authorized, executed and
delivered by and on behalf of the Shareholder and constitutes a legal, valid and
binding obligation of the Shareholder, enforceable in accordance with its terms
(except to the extent that enforcement may be affected by laws relating to
bankruptcy, reorganization, insolvency, and creditors' rights and by the
availability of injunctive relief, specific performance and other equitable
remedies).
2.2. NO CONFLICT; REQUIRED FILINGS AND CONSENTS.
(a) The execution and delivery of this Agreement by the Shareholder
does not, and the performance of this Agreement by the Shareholder will
not, (i) conflict with or result in any violation of any agreement of
limited partnership, articles of incorporation or bylaws or equivalent
organizational documents applicable to the Shareholder, (ii) assuming
satisfaction of the requirements set forth in Section 2.2(b) below,
conflict with or result in any violation of any federal, state, local, and
foreign law, ordinance, regulation, interpretation, judgment, decree,
injunction, permit, license, certificate, governmental requirement, order,
or any similar item of any court or other Governmental Authority applicable
to the Shareholder or by which any property or asset of the Shareholder is
bound or affected or (iii) result in any breach of, or constitute a default
(or event that with notice or lapse of time or both would become a default)
under, or give to others any rights of termination, amendment, acceleration
or cancellation of, or result in the creation of a Lien on any Shares
(other than pursuant to this Agreement) pursuant to, any note, bond,
mortgage, indenture, contract, agreement, lease, license, permit, franchise
or other instrument or obligation, except for any such conflicts,
violations, breaches, defaults or other occurrences that would not
adversely affect or materially delay the ability of the Shareholder to
carry out his, her or its obligations under this Agreement.
(b) The execution and delivery of this Agreement by the Shareholder
does not, and the performance of this Agreement by the Shareholder will
not, require any consent, approval, authorization or permit of, or filing
with, or notification to, any Governmental Authority, except (i) for
applicable requirements, if any, of federal and state securities laws,
state takeover laws and the pre-merger notifications of the HSR Act, (ii)
for those required to be made with self-regulatory organizations and
Governmental Authorities regulating brokers, dealers, investment advisors,
investment companies, banks, trust companies and insurance companies and
(iii) where the failure to obtain such consents, approvals, authorizations
or permits, or to make such filings or notifications, would not adversely
affect or materially delay the ability of the Shareholder to carry out his,
her or its obligations under this Agreement.
2.3. OWNERSHIP OF SHARES. As of the date hereof, the Shareholder is the
record or beneficial owner of (a) at least the number of Shares set forth
opposite the Shareholder's name on SCHEDULE I hereto and (b) any shares of
Company Common Stock added to the definition of "SHARES" pursuant to Section
1.4, and has, and (subject to the last sentence of Section 4.1) throughout the
term of this Agreement will have good, marketable title to such Shares free and
clear of all Liens. Except as set forth on SCHEDULE I,
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the Shares owned by the Shareholder are owned free and clear of all Liens, other
than any Liens created by this Agreement. The Shareholder has the sole right and
power to vote and dispose of the Shares, and none of the Shares is subject to
any irrevocable proxy, power of attorney, voting trust or other agreement,
arrangement or restriction with respect to the voting or transfer (other than
the provisions of the Securities Act or state securities laws or as provided in
this Agreement) of any of the Shares, which appointment or grant is still
effective.
2.4. ABSENCE OF LITIGATION. As of the date hereof, there is no litigation,
suit, claim, action, proceeding or investigation pending or, to the knowledge of
the Shareholder, threatened against the Shareholder, or any property or asset of
the Shareholder, before any Governmental Authority that seeks to delay or
prevent the consummation of the Merger or of the transactions contemplated by
the Merger Agreement.
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB
As an inducement to the Shareholder to enter into this Agreement, the
Parent and the Merger Sub, jointly and severally, hereby represent and warrant
to the Shareholder as follows:
3.1. POWER; BINDING AGREEMENT. Each of Parent and Merger Sub is a
corporation duly organized, validly existing and in good standing under the laws
of the State of Delaware and the State of Minnesota, respectively, and has the
requisite corporate power and authority to execute and deliver this Agreement,
to perform its obligations hereunder and to consummate the transactions
contemplated hereby. This Agreement has been duly executed and delivered by the
Parent and the Merger Sub, and (assuming due authorization, execution and
delivery by the Shareholder) this Agreement constitutes a legal, valid and
binding obligation of the Parent and the Merger Sub enforceable against the
Parent and the Merger Sub in accordance with its terms (except to the extent
that enforcement may be affected by laws relating to bankruptcy, reorganization,
insolvency, and creditors' rights and by the availability of injunctive relief,
specific performance and other equitable remedies).
3.2. NO CONFLICT; REQUIRED FILINGS AND CONSENTS.
(a) The execution and delivery of this Agreement by the Parent and the
Merger Sub do not, and the performance of this Agreement by the Parent and
the Merger Sub will not, (i) conflict with or result in any violation of
the certificate or articles of incorporation or bylaws or equivalent
organizational documents of the Parent or the Merger Sub, (ii) assuming
satisfaction of the requirements set forth in Section 3.2(b) below,
conflict with or result in any violation of any federal, state, local, and
foreign law, ordinance, regulation, interpretation, judgment, decree,
injunction, permit, license, certificate, governmental requirement, order,
or any similar item of any court or other Governmental Authority applicable
to the Parent and the Merger Sub or by which any property or asset of the
Parent or the Merger Sub is bound or affected or (iii) result in any breach
of, or constitute a default (or event that with notice or lapse of time or
both would become a default) under, or give to others any rights of
termination, amendment, acceleration or cancellation of, or result in the
creation of a Lien on any property or asset of the Parent or the Merger Sub
pursuant to, any note, bond, mortgage, indenture, contract, agreement,
lease, license, permit, franchise or other instrument or obligation, except
for any such conflicts, violations, breaches, defaults or other occurrences
that would not adversely affect or materially delay the ability of the
Parent or the Merger Sub to carry out its obligations under this Agreement
or the Merger Agreement.
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(b) The execution and delivery of this Agreement by the Parent and the
Merger Sub do not, and the performance of this Agreement by the Parent and
the Merger Sub will not, require any consent, approval, authorization or
permit of, or filing with, or notification to, any Governmental Authority,
except (i) for applicable requirements, if any, of federal and state
securities laws, state takeover laws and the premerger notifications of the
HSR Act, (ii) for those required to be made with self-regulatory
organizations and Governmental Entities regulating brokers, dealers,
investment advisors, investment companies, banks, trust companies and
insurance companies and (iii) where the failure to obtain such consents,
approvals, authorizations or permits, or to make such filings or
notifications, would not adversely affect or materially delay the ability
of the Parent or the Merger Sub to carry out its obligations under this
Agreement or the Merger Agreement.
ARTICLE IV
COVENANTS OF THE SHAREHOLDER
4.1. RESTRICTION ON DISPOSITION OR ENCUMBRANCE OF SHARES. The Shareholder
hereby agrees that, except as contemplated by this Agreement or except with the
prior written consent of the Parent, the Shareholder will not, other than
pursuant to the terms of this Agreement or the Merger Agreement, (i) make any
sales, gifts, transfers, pledges, or other dispositions of Company Common Stock
subject to this Agreement (including any shares of Company Common Stock issued
upon the exercise of Company Options), (ii) deposit any Company Common Stock
subject to this Agreement (including any shares of Company Common Stock issued
upon the exercise of Company Options) into a voting trust or enter into any
voting agreement or arrangement or understanding with respect thereto, (iii)
enter into any contract, option or other arrangement or undertaking with respect
to the direct or indirect acquisition, sale, assignment transfer or other
disposition of Company Common Stock subject to this Agreement (including any
shares of Company Common Stock issued upon the exercise of Company Options) or
(iv) take any action that could make any of its representations or warranties
contained herein untrue or incorrect or could have the effect of preventing or
disabling the Shareholder from performing any of its obligations hereunder.
Notwithstanding anything herein to the contrary, the Shareholder may dispose of
its Company Common Stock subject to this Agreement provided that the transferee
has prior to such disposition agreed to assume all of the Shareholder's
obligations under this Agreement and to be otherwise bound by all provisions of
this Agreement, including without limitation, the granting of an irrevocable
proxy and the making of representations and warranties.
4.2. NO ANNOUNCEMENTS; NO SOLICITATION OF TRANSACTIONS. Subject to and
without prejudice to their fiduciary obligations as employees, officers or
directors of the Company and except as permitted by the Merger Agreement, XXXX
Partners and the Shareholder agree that between the date of this Agreement and
the Termination Time, XXXX Partners and the Shareholder will not, and will use
their reasonable best efforts to cause their members, directors, officers,
employees, attorneys, accountants or financial advisors or other representatives
("REPRESENTATIVES") retained by them not to, directly or indirectly through
another Person, (i) issue any press release or make any other public statement
or announcement with respect to the Merger Agreement, this Agreement, the Merger
or any of the transactions contemplated thereby or hereby, except as may be
required by applicable law including through amendments to any applicable
Schedule 13D filed with the Securities and Exchange Commission; (ii) solicit,
initiate or encourage (including by way of furnishing information), or take any
other action to facilitate, any inquiries or the making of any proposal that
constitutes, or may reasonably be expected to lead to, any Acquisition Proposal,
or (iii) participate in any discussions or negotiations regarding any
Acquisition Proposal; provided that the foregoing shall not limit or prohibit
any Representative who is a director of the Company from exercising his or her
fiduciary duty solely as a director of the Company in a manner consistent with
the terms and conditions set forth in the Merger Agreement.
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4.3. FURTHER ACTION. Upon the terms and subject to the conditions hereof,
the Parent, the Merger Sub and the Shareholder will use their respective
reasonable efforts to take, or cause to be taken, all appropriate action, and to
do, or cause to be done, all things necessary, proper or advisable under
applicable laws and regulations to consummate and make effective this Agreement,
provided that with respect to the Shareholder such efforts shall be made upon
the request and at the expense of the Parent and the Merger Sub.
4.4. DISSENTERS' RIGHTS. The Shareholder hereby irrevocably waives any and
all rights which its may have as to appraisal, dissent or any similar or related
matter with respect to any of the Shareholder's Shares which may arise with
respect to the Merger, including, without limitation, under Sections 302A.471
and 302A.473 of the MBCA.
4.5. OFFICERS AND DIRECTORS. Notwithstanding anything contained to the
contrary in this Agreement, in the event a Representative is a director or
officer of the Company, nothing in this Agreement is intended or shall be
construed to require such Representative, solely in his or her capacity as a
director or officer of the Company, to act or fail to act in any manner
inconsistent with (i) his or her fiduciary duties in such capacity and (ii) the
Merger Agreement. Furthermore, no Representative who is or becomes (during the
term hereof) a director or officer of the Company makes any agreement or
understanding herein solely in his or her capacity as a director or officer, and
nothing herein will limit or affect, or give rise to any liability of any
Representative solely in such Person's capacity as a director or officer of the
Company.
ARTICLE V
TERMINATION
5.1. TERMINATION. Except for this Section 5.1, this Agreement, and all
rights and obligations of the parties hereunder, will terminate, and no party
will have any rights or obligations hereunder and this Agreement will become
null and void and have no further effect upon the earlier of: (i) the Effective
Time, (ii) the termination of the Merger Agreement for any reason (the earlier
of such times, the "TERMINATION TIME"), (iii) March 31, 2007 and (iv) any
material amendment to (including without limitation a decrease in or a change in
the form of the consideration paid to shareholders or any addition of a material
obligation or additional liability on the part of the Shareholder) or waiver of
any material condition in the Merger Agreement. Nothing in this Section 5.1
shall relieve any party of liability for breach of this Agreement.
ARTICLE VI
MISCELLANEOUS
6.1. ADJUSTMENTS. In the event of any increase or decrease or other change
in the Shares by reason of stock dividend, stock split, recapitalizations,
combinations, exchanges of shares or the like, then the terms of this Agreement,
including the term "SHARES" as defined herein, will apply to the shares of
capital stock and other securities of the Company held by the Shareholder
immediately following the effectiveness of the such events.
6.2. SPECIFIC PERFORMANCE. The parties hereto agree that irreparable damage
would occur in the event any provision of this Agreement were not performed in
accordance with the terms hereof and that the parties will be entitled to
specific performance of the terms hereof, in addition to any other remedy at law
or in equity.
6.3. EXPENSES. All costs and expenses, including, without limitation, fees
and disbursements of counsel, financial advisors and accountants, incurred in
connection with this Agreement and the
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transactions contemplated hereby will be paid by the party incurring such costs
and expenses, whether or not the Closing will have occurred.
6.4. AMENDMENT. This Agreement may not be amended except by an instrument
in writing signed by all the parties hereto.
6.5. WAIVER. Any party to this Agreement may (i) extend the time for the
performance of any obligation or other act of any other party hereto, (ii) waive
any inaccuracy in the representations and warranties of another party contained
herein or in any document delivered pursuant hereto and (iii) waive compliance
with any agreement of another party contained herein; provided, however, that
any such extension or waiver will only be binding upon the party or parties
granting such extension or waiver and any such extension or waiver will be valid
only if set forth in an instrument in writing signed by the party or parties to
be bound thereby.
6.6. ASSIGNMENT. This Agreement and the rights and obligations hereunder
will not be assigned by operation of law or otherwise by any of the parties
hereto without the prior written consent of the other parties hereto, except
that the Parent and the Merger Sub may assign all or any of their rights and
obligations hereunder to any directly or wholly-owned Subsidiary of Parent, upon
written notice to the Shareholder if the assignee shall assume the obligations
of Parent and/or Merger Sub hereunder. Subject to the foregoing, all the terms
and provisions of this Agreement shall be binding upon and inure to the benefit
of and be enforceable by the respective successors and assigns of the parties
hereto.
6.7. NOTICES. All notices and other communications hereunder will be in
writing and will be deemed given (a) on the date of delivery if delivered
personally, or by telecopy or facsimile, upon confirmation of receipt, (b) on
the first Business Day following the date of dispatch if delivered by a
recognized next-day courier service, or (c) on the fifth Business Day following
the date of mailing if delivered by registered or certified mail, return receipt
requested, postage prepaid. All notices hereunder must be delivered as set forth
below, or pursuant to instructions as may be designated in writing by the party
to receive such notice:
(a) if to the Parent or the Merger Sub, to it at:
ClientLogic Corporation
0000 Xxxx Xxx Xxxxxx, Xxxxx 0000
Xxxxxxxxx, Xxxxxxxxx 00000
Attention: Xxxxxxxx Xxxx, Chief Legal Officer
Facsimile No.: 000-000-0000
with a copy (which will not constitute notice) to:
Mayer, Brown, Xxxx & Maw LLP
0000 Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxx X. Xxxxxxxxxxxxx
Facsimile No.: (000) 000-0000
(b) If to the Shareholder, to it, him or her at the address set forth
on SCHEDULE I.
6.8. SEVERABILITY. If any term or other provision of this Agreement is
invalid, illegal or incapable of being enforced by any rule of law, or public
policy, all other conditions and provisions of this Agreement will nevertheless
remain in full force and effect so long as the economic or legal
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substance of the matters contemplated herein are not affected in any manner
materially adverse to any party. Upon such determination that any term or other
provision is invalid, illegal or incapable of being enforced, the parties hereto
will negotiate in good faith to modify this Agreement so as to effect the
original intent of the parties as closely as possible in a mutually acceptable
manner.
6.9. PARTIES IN INTEREST. The representation, warranties, covenants and
agreements contained in this Agreement will be binding upon and inure solely to
the benefit of each party hereto, and their respective successors and assigns,
and nothing in this Agreement, express or implied, is intended to or will confer
upon any other Person any right, benefit or remedy of any nature whatsoever
under or by reason of this Agreement.
6.10. ENTIRE AGREEMENT. This Agreement and (only with respect to the
parties other than the Shareholder) the Merger Agreement constitute the entire
agreement among the parties with respect to the subject matter hereof and
supersede all prior agreements and undertakings, both written and oral, among
the parties, or any of them, with respect to the subject matter hereof.
6.11. GOVERNING LAW. This Agreement will be construed in accordance with
and governed by the law of the State of Minnesota (without giving effect to
choice of law principles thereof).
6.12. HEADINGS. The descriptive headings contained in this Agreement are
included for convenience of reference only and will not affect in any way the
meaning or interpretation of this Agreement.
6.13. COUNTERPARTS. This Agreement may be executed and delivered (including
by facsimile transmission) in one or more counterparts, and by the different
parties hereto in separate counterparts, each of which when executed will be
deemed to be an original but all of which taken together will constitute one and
the same agreement.
6.14. DEFINITIONS. Capitalized terms used but not defined in this Agreement
have the meanings assigned to such terms in the Merger Agreement.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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The parties have duly executed this Voting Agreement as of the day and year
first above written.
CLIENTLOGIC CORPORATION
By: /s/ Xxxxx Xxxxxx
-----------------------------------------
Name: Xxxxx Xxxxxx
-----------------------------------------
Title: President and Chief Executive Officer
-----------------------------------------
STAGECOACH ACQUISITION CORPORATION
By: /s/ Xxxxx Xxxxxx
-----------------------------------------
Name: Xxxxx Xxxxxx
-----------------------------------------
Title: President
-----------------------------------------
XXXX PIRANHA MASTER FUND, LTD.
BY: XXXX PARTNERS LLC, ITS INVESTMENT ADVISOR
By: /s/ Xxxx Xxxxxxx
-----------------------------------------
Name: Xxxx Xxxxxxx
-----------------------------------------
Title: Partner
-----------------------------------------
XXXX PARTNERS LLC
By: /s/ Xxxx Xxxxxxx
-----------------------------------------
Name: Xxxx Xxxxxxx
-----------------------------------------
Title: Partner
-----------------------------------------
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SCHEDULE I
--------------------------------------------------------------------------------
/ / NUMBER OF SHARES OF COMPANY /
/ NAME AND ADDRESS OF SHAREHOLDER / COMMON STOCK SUBJECT TO THIS AGREEMENT/
--------------------------------------------------------------------------------
/ / /
/ XXXX Piranha Master Fund, Ltd. / /
/ c/o XXXX Partners LLC / 6,813,235 /
/ 000 Xxxx Xxxxxx, Xxxxx 0000 / /
/ Xxx Xxxx, Xxx Xxxx 00000 / /
/ / /
/ Copy to: / /
/ Xxxx Xxxxxxxxxx, Esq. / /
/ Xxxxxxx Xxxx & Xxxxx / /
/ 000 Xxxxx Xxxxxx / /
/ Xxx Xxxx, Xxx Xxxx 00000 / /
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