EXHIBIT 2.2
EXECUTION COPY
VOTING AGREEMENT
VOTING AGREEMENT, dated as of May 1, 2002 (the "Agreement"),
by and among Level 3 Communications, Inc., a Delaware corporation ("Parent"),
Eldorado Acquisition Three, Inc., a Delaware corporation and an indirect wholly
owned subsidiary of Parent ("Purchaser"), Software Spectrum, Inc., a Texas
corporation (the "Company"), Private Capital Management, L.P., a Delaware
limited partnership ("PCM") and Xxxx X. Xxxx, an individual ("JO" and, together
with PCM, the "Shareholders").
WITNESSETH:
WHEREAS, contemporaneously with the execution and delivery of
this Agreement, Parent, Purchaser and the Company are entering into an Agreement
and Plan of Merger, dated as of the date hereof (the "Merger Agreement"), which
provides for, upon the terms and subject to the conditions set forth therein,
the merger of Purchaser with and into the Company (the "Merger");
WHEREAS, as of the date hereof, each Shareholder owns
(beneficially and of record) or has dispositive and voting control with respect
to the number of shares of the Company's common stock, par value $.01 per share
(the "Company Common Stock"), set forth opposite such Shareholder's name on
Schedule I hereto (all such shares so owned or from time to time controlled and
which may hereafter be acquired or from time to time controlled by such
Shareholder prior to the termination of this Agreement, whether upon the
exercise of options or by means of purchase, dividend, distribution or
otherwise, being referred to herein as such Shareholder's "Shares");
WHEREAS, as a condition to their willingness to enter into the
Merger Agreement, Parent and Purchaser have required that the Shareholders enter
into this Agreement; and
WHEREAS, in order to induce Parent and Purchaser to enter into
the Merger Agreement, the Shareholders are willing to enter into this Agreement.
NOW, THEREFORE, in consideration of the foregoing premises and
for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto, intending to be legally bound,
agree as follows:
ARTICLE I.
TRANSFER AND VOTING OF SHARES; AND
OTHER COVENANTS OF THE SHAREHOLDERS
SECTION 1.1. VOTING OF SHARES. From the date hereof until the
occurrence of a Termination Event (as defined in Section 4.2) (the "Term"), at
any meeting of the shareholders of the Company, however called, and in any
action by consent of the shareholders of the Company,
each Shareholder shall vote (or cause to be voted) its Shares (a) in favor of
approval of the Merger and the Merger Agreement (as amended from time to time),
(b) against (i) any Takeover Proposal (as defined in the Merger Agreement), (ii)
any proposal for action or agreement that would result in a breach of any
covenant, representation or warranty or any other obligation or agreement of the
Company under the Merger Agreement or which is reasonably likely to result in
any of the conditions to the Parent's and Purchaser's obligations under the
Merger Agreement not being fulfilled, (iii) any change in the directors of the
Company, (iv) any change in the present capitalization of the Company, (v) any
amendment to the Company's Second Restated Articles of Incorporation or the
Second Amended and Restated By-Laws, (vi) any other material change in the
Company's corporate structure or business, or (vii) any other action which could
reasonably be expected to impede, interfere with, delay, postpone or materially
adversely affect the transactions contemplated by the Merger Agreement or the
likelihood of such transactions being consummated and (c) in favor of any other
matter necessary for consummation of the transactions contemplated by the Merger
Agreement which is considered at any such meeting of shareholders or in such
consent, and in connection therewith to execute any documents which are
necessary or appropriate in order to effectuate the foregoing, including the
ability of Purchaser or its nominees to vote such Shares directly.
SECTION 1.2. NO INCONSISTENT ARRANGEMENTS. Except as
contemplated by this Agreement and the Merger Agreement, and, with respect to
PCM, except to the extent PCM's dispositive and voting power over its Shares is
revoked after the date hereof by the ultimate beneficial owner of such Shares,
each Shareholder shall not during the Term (a) transfer (which term shall
include, without limitation, any sale, assignment, gift, pledge, hypothecation
or other disposition), or consent to any transfer of, any or all of such
Shareholder's Shares or any interest therein, or create or permit to exist any
Encumbrance (as defined below) on such Shares, (b) enter into any contract,
option or other agreement or understanding with respect to any transfer of any
or all of such shares or any interest therein, (c) grant any proxy,
power-of-attorney or other authorization in or with respect to such Shares, (d)
deposit such Shares into a voting trust or enter into a voting agreement or
arrangement with respect to such Shares, or (e) 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 or by the Merger Agreement.
Notwithstanding the foregoing, in the case of an individual Shareholder, such
Shareholder may transfer any or all of its Shares to a charitable trust or
foundation; provided, however, that in any such case, prior to and as a
condition to the effectiveness of such transfer, each Person to which any of
such Shares or any interest in any of such Shares is or may be transferred shall
have executed and delivered to Parent and Purchaser a counterpart to this
Agreement pursuant to which such Person shall be bound by all of the terms and
provisions of this Agreement.
SECTION 1.3. PROXY. Each Shareholder hereby revokes any and
all prior proxies or powers of attorney in respect of any of such Shareholder's
Shares and constitutes and appoints Purchaser and Parent, or any nominee of
Purchaser and Parent, with full power of substitution and resubstitution, at any
time during the Term, as its true and lawful attorney and proxy (its "Proxy"),
for and in its name, place and stead, to demand that the Secretary of the
Company call a special meeting of the shareholders of the Company for the
purpose of considering any matter referred to in Section 1.1 and to vote each of
such Shares as its Proxy, as provided in Section 1.1, at every annual, special,
adjourned or postponed meeting of the shareholders of the Company, including the
right to sign its name (as shareholder) to any consent, certificate or other
document
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relating to the Company that Texas law may permit. Each Shareholder represents
and warrants that (a) it has not granted power of attorney to any other Person
with respect to the Shares and (b) any proxies heretofore given in respect of
the Shares are not irrevocable, and that any such proxies have been revoked.
THE FOREGOING PROXY AND POWER OF ATTORNEY ARE IRREVOCABLE AND
COUPLED WITH AN INTEREST THROUGHOUT THE TERM, PROVIDED THAT PCM MAY REVOKE SUCH
PROXY AND POWER SOLELY TO THE EXTENT THAT ONE OR MORE ULTIMATE BENEFICIAL
HOLDERS OF PCM'S SHARES REVOKES PCM'S AUTHORITY WITH RESPECT TO SUCH SHARES.
SECTION 1.4. DISCLOSURE. Each Shareholder hereby authorizes
Parent, Purchaser and the Company to publish and disclose in any Form 8-K,
Schedule 13D and the Proxy Statement (including all documents and schedules
filed with the Commission), its identity and ownership of the Company Common
Stock and the nature of its commitments, arrangements and understandings under
this Agreement. Parent and Purchaser shall permit each Shareholder to disclose
the terms of this Agreement in such Shareholder's Schedule 13D with respect to
the Shares.
SECTION 1.5. WAIVER OF APPRAISAL RIGHTS. Each Shareholder
hereby waives with respect to its Shares any rights of appraisal or rights to
dissent from the Merger.
SECTION 1.6. SPOUSAL CONSENT. If a Shareholder is or may be
subject to the community property laws of any state or other jurisdiction, such
Shareholder shall use its reasonable best efforts to cause his/her spouse to
execute an acknowledgment and consent consenting to and agreeing to the
transactions contemplated by this Agreement. Such consent shall survive until
the occurrence of a Termination Event.
SECTION 1.7. STOP TRANSFER. Prior to a Termination Event, each
Shareholder shall not request that the Company register, and the Company shall
not register, the transfer (book-entry or otherwise) of any certificate or
uncertificated interest representing any of such Shareholder's Shares, unless
such transfer is made in compliance with this Agreement.
SECTION 1.8. NO SOLICITATION.
(a) During the Term, each Shareholder shall not, and it shall
cause its subsidiaries, officers, directors, employees, counsel,
investment bankers, financial advisers, accountants, other
representatives and agents (collectively, the "Representatives") not
to, (i) solicit, initiate, or encourage, directly or indirectly
(including by way of furnishing information), or take any other action
to facilitate, any inquiries or the making of any proposal which
constitutes, or may reasonably be expected to lead to, any Takeover
Proposal, (ii) participate in any discussions or negotiations regarding
any Takeover Proposal or (iii) enter into any agreement with respect to
any Takeover Proposal. Upon execution of this Agreement, each
Shareholder shall, and it shall cause its Representatives to,
immediately cease any existing activities, discussions or negotiations
with any parties conducted heretofore with respect to any of the
foregoing.
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(b) Each Shareholder shall promptly advise Parent orally and
in writing of any request for information, proposal, discussion,
negotiation or inquiry received by such Shareholder after the date of
this Agreement, and each Shareholder shall promptly (but in any event
within one Business Day) communicate to Parent the material terms and
conditions of any such proposal, discussion, negotiation or inquiry
which it may receive (and will promptly provide to Parent copies of any
written materials received by it in connection with such proposal,
discussion, negotiation or inquiry) and the identity of the Person
making such proposal or inquiry or engaging in such discussion or
negotiation. Notwithstanding any provision of this Section 1.8 to the
contrary, if any Shareholder or any of its Representatives is a member
of the Board of Directors of the Company (the "Board of Directors"),
such member of the Board of Directors may take actions in such
capacity.
ARTICLE II.
REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS
Each Shareholder hereby represents and warrants to Parent and
Purchaser as follows:
SECTION 2.1. DUE AUTHORIZATION, ETC. Such Shareholder has all
requisite power and authority to execute, deliver and perform this Agreement, to
appoint Purchaser and Parent as its Proxy and to consummate the transactions
contemplated hereby. The execution, delivery and performance of this Agreement,
the appointment of Purchaser and Parent as such Shareholder's Proxy and the
consummation of the transactions contemplated hereby have been duly authorized
by all necessary action on the part of such Shareholder. This Agreement has been
duly executed and delivered by or on behalf of such Shareholder and constitutes
a legal, valid and binding obligation of such Shareholder, enforceable against
such Shareholder in accordance with its terms, except as enforcement may be
limited by bankruptcy, insolvency, fraudulent transfer, reorganization,
moratorium or other similar laws of general applicability relating to or
affecting the rights of creditors and to general principles of equity and except
that the availability of equitable remedies, including specific performance, is
subject to the discretion of the court before which any proceeding for such
remedy may be brought. There is no beneficiary or holder of a voting trust
certificate or other interest of any trust of which such Shareholder is trustee
whose consent is required for the execution and delivery of this Agreement or
the consummation by such Shareholder of the transactions contemplated hereby.
SECTION 2.2. NO CONFLICTS; REQUIRED FILINGS AND CONSENTS.
(a) The execution and delivery of this Agreement by such
Shareholder does not, and the performance of this Agreement by such
Shareholder will not, (i) contravene, conflict with or violate any law
applicable to such Shareholder or by which such Shareholder or any of
such Shareholder's properties is bound or affected or (ii) result in
any breach of or constitute a default (or an event that with notice or
lapse of time or both would become a default) under, or give to others
any rights of termination, acceleration or cancellation of, or result
in the creation of a lien or encumbrance on any assets of such
Shareholder, including, without limitation, such Shareholder's Shares,
pursuant to, any
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note, bond, mortgage, indenture, contract, agreement, lease, license,
permit, franchise or other instrument or obligation to which such
Shareholder is a party or by which such Shareholder or any of such
Shareholder's assets is bound or affected, except for any such
breaches, defaults or other occurrences that would not prevent or delay
the performance by such Shareholder of such Shareholder's obligations
under this Agreement.
(b) The execution and delivery of this Agreement by such
Shareholder does not, and the performance of this Agreement by such
Shareholder will not, require any consent, approval, authorization or
permit of, or filing with or notification to, any governmental or
regulatory authority, domestic or foreign, except where the failure to
obtain such consents, approvals, authorizations or permits, or to make
such filings or notifications, would not prevent or delay the
performance by such Shareholder of such Shareholder's obligations under
this Agreement.
SECTION 2.3. TITLE TO SHARES. JO is the sole record and
beneficial owner of her Shares, free and clear of any pledge, lien, security
interest, mortgage, charge, claim, equity, option, proxy, voting restriction,
voting trust or agreement, understanding, arrangement, right of first refusal,
limitation on disposition, adverse claim of ownership or use or encumbrance of
any kind ("Encumbrances"), other than restrictions imposed by the securities
laws or pursuant to this Agreement and the Merger Agreement, or has voting and
dispositive control with respect to its Shares. PCM has voting and dispositive
control with respect to its Shares, which control may be revoked at any time by
the ultimate beneficial owner of such Shares.
SECTION 2.4. NO FINDER'S FEES. 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 from the Company, Parent,
or any of their respective Subsidiaries, in connection with the transactions
contemplated hereby based upon arrangements made by or on behalf of such
Shareholder. Such Shareholder, on behalf of itself and its affiliates, hereby
acknowledges that it is not entitled to receive any broker's, finder's,
financial advisor's or other similar fee or commission from the Company, Parent,
or any of their respective Subsidiaries in connection with the transactions
contemplated hereby or by the Merger Agreement.
SECTION 2.5. RELIANCE BY PARENT AND PURCHASER. Shareholder
understands and acknowledges that Parent and Purchaser are entering into the
Merger Agreement in reliance upon Shareholder's execution and delivery of this
Agreement.
ARTICLE III.
REPRESENTATIONS AND WARRANTIES OF
PARENT AND PURCHASER
Parent and Purchaser hereby, jointly and severally, represent
and warrant to the Shareholders as follows:
SECTION 3.1. DUE ORGANIZATION, AUTHORIZATION, ETC. Purchaser
and Parent are duly organized, validly existing and in good standing under the
laws of their jurisdiction of incorporation. Purchaser and Parent have all
requisite corporate power and authority to execute
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and deliver this Agreement and to consummate the transactions contemplated
hereby. The execution and delivery of this Agreement and the consummation of the
transactions contemplated hereby by each of Purchaser and Parent have been duly
authorized by all necessary corporate action on the part of Purchaser and
Parent, respectively. This Agreement has been duly executed and delivered by
each of Purchaser and Parent and constitutes a legal, valid and binding
obligation of each of Purchaser and Parent, enforceable against Purchaser and
Parent in accordance with its terms, except as enforcement may be limited by
bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other
similar laws of general applicability relating to or affecting the rights of
creditors and to general principles of equity and except that the availability
of equitable remedies, including specific performance, is subject to the
discretion of the court before which any proceeding for such remedy may be
brought.
SECTION 3.2. NO CONFLICTS; REQUIRED FILINGS AND CONSENTS.
(a) The execution and delivery of this Agreement by each of
Parent and Purchaser does not, and the performance of this Agreement by
Parent and Purchaser will not, (i) contravene, conflict with or violate
any law applicable to Parent or Purchaser or by which Parent or
Purchaser or any of their respective properties is bound or affected or
(ii) result in any breach of or constitute a default (or an event that
with notice or lapse of time or both would become a default) under, or
give to others any rights of termination, acceleration or cancellation
of, or result in the creation of a lien or encumbrance on any assets of
Parent or Purchaser, pursuant to, any note, bond, mortgage, indenture,
contract, agreement, lease, license, permit, franchise or other
instrument or obligation to which Parent or Purchaser is a party or by
which Parent or Purchaser or any of their respective assets is bound or
affected, except for any such breaches, defaults or other occurrences
that would not prevent or delay the performance by Parent or Purchaser
of their respective obligations under this Agreement.
(b) The execution and delivery of this Agreement by Parent and
Purchaser does not, and the performance of this Agreement by Parent and
Purchaser will not, require any consent, approval, authorization or
permit of, or filing with or notification to, any governmental or
regulatory authority, domestic or foreign, except for those that will
be made within the required time period or where the failure to obtain
such consents, approvals, authorizations or permits, or to make such
filings or notifications, would not prevent or delay the performance by
Parent or Purchaser of their respective obligations under this
Agreement.
ARTICLE IV.
MISCELLANEOUS
SECTION 4.1. DEFINITIONS. Terms used but not otherwise defined
in this Agreement have the meanings ascribed to such terms in the Merger
Agreement.
SECTION 4.2. TERMINATION. This Agreement shall terminate and
be of no further force and effect upon the first to occur of (i) the completion
of a valid vote of the Shareholders on the Merger and the Merger Agreement at
the Special Meeting; (ii) the termination of the
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Merger Agreement by any party thereto in accordance with its terms; or (iii) the
amendment of the Merger Agreement without the written consent of the
Shareholders that (x) provides for a reduction in the Per Share Amount below
$37.00 or (y) changes the form of the payment of the Per Share Amount to other
than cash (each a "Termination Event"). No such termination of this Agreement
shall relieve any party hereto from any liability for any breach of this
Agreement prior to termination.
SECTION 4.3. FURTHER ASSURANCE. From time to time, at another
party's request and without consideration, each party hereto shall execute and
deliver such additional documents and take all such further action as may be
reasonably necessary or desirable to consummate and make effective, in the most
expeditious manner practicable, the transaction contemplated by this Agreement.
SECTION 4.4. CERTAIN EVENTS. JO agrees that this Agreement and
JO's obligations hereunder shall attach to her Shares and shall be binding upon
any person or entity to which legal or beneficial ownership of such Shares shall
pass, whether by operation of law or otherwise, including, without limitation,
JO's heirs, guardians, administrators, or successors. Notwithstanding any
transfer of Shares, the transferor shall remain liable for the performance of
all its obligations under this Agreement.
SECTION 4.5. SPECIFIC PERFORMANCE. Each Shareholder
acknowledges that if such Shareholder fails to perform any of its obligations
under this Agreement immediate and irreparable harm or injury would be caused to
Parent and Purchaser for which money damages would not be an adequate remedy. In
such event, each Shareholder agrees that each of Parent and Purchaser shall have
the right, in addition to any other rights it may have, to specific performance
of this Agreement. Accordingly, if Parent or Purchaser should institute an
action or proceeding seeking specific enforcement of the provisions hereof, each
Shareholder hereby waives the claim or defense that Parent or Purchaser, as the
case may be, has an adequate remedy at law and hereby agrees not to assert in
any such action or proceeding the claim or defense that such a remedy at law
exists. Each Shareholder further agrees to waive any requirements for the
securing or posting of any bond in connection with obtaining any such equitable
relief.
SECTION 4.6. NOTICE. All notices and other communications
given or made pursuant hereto shall be in writing and shall be deemed to have
been duly given or made (i) as of the date delivered or sent by facsimile if
delivered personally or by facsimile, confirmation received, and (ii) on the
third Business Day after deposit in the U.S. mail, if mailed by registered or
certified mail (postage prepaid, return receipt requested), in each case to the
parties at the following addresses (or at such other address for a party as
shall be specified by like notice, except that notices of changes of address
shall be effective upon receipt):
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(a) If to Parent or Purchaser:
Xxxxx 0 Communications, Inc.
0000 Xxxxxxxx Xxxx.
Xxxxxxxxxx, XX 00000
Attention: Xxxxxx X. Xxxxx
Facsimile: (000) 000-0000
With a copy to:
Xxxxxxx Xxxx & Xxxxxxxxx
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxx X. X'Xxxxxxxx, Esq.
Facsimile: (000) 000-0000
(b) If to a Shareholder, at the address set forth below
such Shareholder's name on Schedule I hereto.
With a copy to:
Software Spectrum, Inc.
0000 Xxxxxxx Xxxxx
Xxxxxxx, Xxxxx 00000
Attention: Xxxx X. Xxxx
Xxxxxx X. Xxxxxx
Facsimile: (000) 000-0000
and
Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP
0000 Xxx Xxxx Xxxxxx, X.X.
Xxxxxxxxxx, X.X. 00000-0000
Attention: C. Xxxxx Xxxxxxxx
Facsimile: (000) 000-0000
SECTION 4.7. EXPENSES. All fees, costs and expenses incurred
in connection with this Agreement and the transactions contemplated hereby shall
be paid by the party incurring such fees, costs and expenses.
SECTION 4.8. HEADINGS. 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.
SECTION 4.9. 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
shall nevertheless remain in full force and effect so
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long as the economic or legal substance of the transactions contemplated hereby
is not affected in any manner adverse to any party. Upon such determination that
any term or other provision is invalid, illegal or incapable of being enforced,
the parties hereto shall negotiate in good faith to modify this Agreement so as
to effect the original intent of the parties as closely as possible in an
acceptable manner to the end that transactions contemplated hereby are fulfilled
to the maximum extent possible.
SECTION 4.10. ENTIRE AGREEMENT; NO THIRD-PARTY BENEFICIARIES.
This Agreement constitutes the entire agreement and supersedes any and all other
prior agreements and undertakings, both written and oral, among the parties, or
any of them, with respect to the subject matter hereof, and this Agreement is
not intended to confer upon any other person any rights or remedies hereunder.
SECTION 4.11. ASSIGNMENT. This Agreement shall not be assigned
by operation or law or otherwise, by any of the parties hereto without the prior
written consent of the other parties, except that Parent or Purchaser may assign
all or any of its rights hereunder to any wholly owned Subsidiary of Parent
provided that no such assignment shall relieve such assigning party of its
obligations hereunder. Subject to the preceding sentence, this Agreement shall
be binding upon and inure to the benefit of the parties named herein and their
respective successors and permitted assigns.
SECTION 4.12. GOVERNING LAW. This Agreement and the legal
relations between the parties hereto shall be governed by and construed in
accordance with the laws of the State of New York, without giving effect to the
choice of law principles thereof.
SECTION 4.13. JURISDICTION: SERVICE OF PROCESS. Any action or
proceeding seeking to enforce any provision of, or based on any right arising
out of, this Agreement may only be brought against any of the parties in the
courts of the State of New York located in the City of New York, or if it has
subject matter jurisdiction, the U.S. federal district court for the Southern
District of New York, and each of the parties consents to the jurisdiction of
such courts (and of the appropriate appellate courts) in any such action or
proceeding and waives any objection to venue laid therein. Process in any action
or proceeding referred to in the preceding sentence may be served on any party
anywhere in the world.
SECTION 4.14. AMENDMENT. This Agreement may not be amended
except by an instrument in writing signed by the parties hereto.
SECTION 4.15. WAIVER. Any party hereto may (a) extend the time
for the performance of any of the obligations or other acts of the other parties
hereto, (b) waive any inaccuracies in the representations and warranties of the
other parties hereto contained herein or in any document delivered pursuant
hereto and (c) waive compliance by the other parties hereto with any of their
agreements or conditions contained herein. Any agreement on the part of a party
hereto to any such extension or waiver shall be valid only as against such party
and only if set forth in an instrument in writing signed by such party. The
failure of any party hereto to assert any of its rights under this Agreement or
otherwise shall not constitute a waiver of those rights.
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SECTION 4.16. EFFECTIVENESS. This Agreement shall become
effective only upon the execution and delivery of the Merger Agreement by the
Company, Parent and Purchaser.
SECTION 4.17. COUNTERPARTS. This Agreement may be executed in
one or more counterparts, and by the different parties hereto in separate
counterparts, each of which when executed shall be deemed to be an original but
all of which shall constitute one and the same agreement.
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IN WITNESS WHEREOF, Parent, Purchaser, the Company and the
Shareholders have caused this Agreement to be executed as of the date first
written above.
XXXXX 0 COMMUNICATIONS, INC.
By: /s/ XXXXX XXXXX
--------------------------------------
Name:
Title:
ELDORADO ACQUISITION THREE, INC.
By: /s/ XXXXXX XXXXXX
--------------------------------------
Name:
Title:
SOFTWARE SPECTRUM, INC.
By: /s/ XXXX X. XXXX
--------------------------------------
Name: Xxxx X. Xxxx
Title: Chief Executive Officer
/s/ XXXX X. XXXX
--------------------------------------
Xxxx X. Xxxx
PRIVATE CAPITAL MANAGEMENT, L.P.
By: PCM Holdings, Inc., its general
partner
By: /s/ XXXXX X. XXXXXX
--------------------------------------
Name: Xxxxx X. Xxxxxx
Title: President
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Schedule I
Number of Shares for which
Name and Address Shareholder has Dispositive and
of Shareholder Voting Control
---------------- -------------------------------
Xxxx X. Xxxx 166,114
0000 Xxxxxxx Xxxxx
Xxxxxxx, Xxxxx 00000
Facsimile: (000) 000-0000
Private Capital Management, L.P. 796,542
0000 Xxxxxxx Xxx Xxxx., Xxxxx 000
Xxxxxx, XX 00000
Attention: Xxxxx Xxxxxx
Xxxx Xxxxxxxxx
Facsimile: (000) 000-0000
(000) 000-0000
