TERMINATION AGREEMENT
THIS
TERMINATION AGREEMENT (this "Termination Agreement") is made and entered into
as
of this 13th day of March, 2007, by and among Wynnefield Partners Small Cap
Value, L.P., Wynnefield Partners Small Cap Value, L.P. I, Wynnefield Small
Cap
Value Offshore Fund, Ltd., Channel Partnership II L.P., Wynnefield Capital
Management LLC, Wynnefield Capital Inc., Xxxxxx Xxxx, Xxxxxx Xxxxxx, North
Star
Partners, L.P., North Star Partners II, L.P., Circle T. Explorer Master Limited,
NS Advisors, LLC, Xxxxxx X. Xxxxx, Xxxx Fund Management LLC, Insight
Investments, LP and Xxxxxxx X. Xxxx (each a “”Reporting Person”, and
collectively, the “Reporting Persons”). Capitalized terms used, but not defined
herein, shall have the meanings ascribed to them in the Reporting Person’s
Statement of Beneficial Ownership on Schedule 13D filed with the Securities
and
Exchange Commission on December 6, 2006 (the “Schedule 13D”).
WHEREAS,
the Reporting Persons entered into a Joint Filing Agreement, dated December
6,
2006 (the “Joint Filing Agreement”), pursuant to which the Reporting Person
agreed to prepare jointly and file timely the Schedule 13D and all amendments
thereto with respect to their respective ownership of the Common Stock of
Cornell Companies, Inc.
NOW,
THEREFORE, each of the Reporting Persons separately and together desire to
mutually terminate the Joint Filing Agreement, and hereby agree as follows:
1. Termination
of Joint Filing Agreement.
Each
party to the Joint Filing Agreement, individually, and as a group, hereby agrees
to terminate the Joint Filing Agreement and confirms that, as of the date
hereof, the Joint Filing Agreement has been terminated and ceases to be of
further effect.
2. Release
and Discharge.
Each of
the Reporting Persons hereby mutually and unconditionally releases and
discharges each other Stockholder from all of its obligations under the Joint
Filing Agreement to which they are a party.
3. Counterparts.
This
Termination Agreement may be executed in counterparts, each of which when so
executed shall be deemed to be an original, but all such counterparts shall
together constitute one and the same instrument.
[signature
pages follow]
IN
WITNESS WHEREOF, the parties hereto have executed this Termination Agreement
as
of the date first set forth above.
| Wynnefield Partners Small
Cap
Value, L.P.
By:
Wynnefield Capital Management LLC, its General Partner
|
Wynnefield Partners Small
Cap
Value, L.P. I
By:
Wynnefield Capital Management LLC, its General Partner
|
||||
| By: | /s/ Xxxxxx Xxxx | By: | /s/ Xxxxxx Xxxx | ||
|
Xxxxxx
Xxxx, Co-Managing
Member
|
Xxxxxx Xxxx, Co-Managing Member |
||||
|
Wynnefield Small Cap Value Offshore Fund, Ltd.
By:
Wynnefield Capital, Inc.
|
Wynnefield Capital Management, LLC | ||||
| By: | /s/ Xxxxxx Xxxx | By: | /s/ Xxxxxx Xxxx | ||
|
Xxxxxx Xxxx, President |
Xxxxxx Xxxx, Co-Managing Member |
||||
| Wynnefield Capital, Inc | Channel Partnership II, L.P. | ||||
| By: | /s/ Xxxxxx Xxxx | By: | /s/ Xxxxxx Xxxx | ||
|
Xxxxxx Xxxx, President |
Xxxxxx Xxxx, General Partner |
||||
| /s/ Xxxxxx X. Xxxxxx | /s/ Xxxxxx Xxxx | ||||
|
Xxxxxx
X. Xxxxxx
|
Xxxxxx Xxxx |
||||
IN
WITNESS WHEREOF, the parties hereto have executed this Termination Agreement
as
of the date first set forth above.
|
NORTH
STAR PARTNERS, L.P.
|
NORTH STAR PARTNERS, II L.P. | ||||
| By: | NS ADVISORS, LLC | By: | NS ADVISORS, LLC | ||
|
Its
General Partner
|
Its
General Partner
|
||||
| By: | /s/ Xxxxxx X. Xxxxx | By: | /s/ Xxxxxx X. Xxxxx | ||
|
Xxxxxx X. Xxxxx, Manager |
Xxxxxx X. Xxxxx, Manager |
||||
| CIRCLE T. EXPLORER MASTER LIMITED | NS ADVISORS, LLC | ||||
| By: | NS ADVISORS, LLC | By: | /s/ Xxxxxx X. Xxxxx | ||
|
Its
Portfolio Manager
|
Xxxxxx X. Xxxxx, Manager |
||||
| By: | /s/ Xxxxxx X. Xxxxx | ||||
|
Xxxxxx
X. Xxxxx, Manager
|
|||||
| /s/ Xxxxxx X. Xxxxx | |||||
|
Xxxxxx X. Xxxxx |
|||||
IN
WITNESS WHEREOF, the parties hereto have executed this Termination Agreement
as
of the date first set forth above.
| INSIGHT INVESTMENTS, X.X. | XXXX FUND MANAGEMENT LLC | ||||
| By; | XXXX FUND MANAGEMENT LLC | By: | /s/ Xxxxxxx X. Xxxx | ||
|
Its
General Partner
|
Xxxxxxx X. Xxxx, President |
||||
| By: | /s/ Xxxxxxx X. Xxxx | ||||
|
Xxxxxxx X. Xxxx, President |
|||||
|
/s/
Xxxxxxx X. Xxxx
Xxxxxxx
X. Xxxx
|
|||||
