TERMINATION AGREEMENT
THIS
TERMINATION AGREEMENT (this “Termination Agreement”) is made and entered into as
of this 10th day of
February, 2009, 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., Wynnefield Capital Management LLC, Wynnefield Capital Inc., Xxxxxx
Xxxx, Xxxxxx Xxxxxx, Caiman
Partners L.P., Caiman Capital GP, L.P., Caiman Capital Management LLC and Xxxxx
Xxxx (each a “Reporting Person”, and collectively, the “Reporting
Persons”).
WHEREAS,
the Reporting Persons entered into a Joint Filing Agreement dated December 8,
2008 (the “Joint Filing Agreement”), pursuant to which the Reporting Persons
agreed to prepare jointly and file timely (or otherwise to deliver as
appropriate) all filings on Schedule 13D and Schedule 13G (the “Filings”)
required to be filed by them pursuant to Section 13(d) or 13(g) under the
Securities Exchange Act of 1934, as amended, with respect to their respective
ownership of the common stock of White Electronic Designs Corporation (the
“Issuer”) that are required to be reported on any Filings;
WHEREAS,
Wynnefield Capital, Inc. and Caiman Partners L.P. entered into a Voting
Agreement dated December 8, 2008, (the “Voting Agreement”), pursuant to which
Wynnefield Capital, Inc. and Caiman Partners L.P., for themselves and on behalf
of their affiliates, agreed, among other things, to (i) vote at the 2009 Annual
Meeting of the Issuer all of the shares of stock of the Issuer which the parties
and their respective affiliates beneficially own (the “Shares”) for five
director nominees (the “Nominees”) to be agreed to by the parties; and (ii) to
file with the Securities and Exchange Commission a joint Schedule 13D reporting
that such parties have formed a group for the primary purpose of voting the
Shares in favor of the Nominees;
WHEREAS,
the Reporting Persons have reached a settlement with the Issuer pursuant to
which, among other things, two of the Nominees have been appointed to the
Issuer’s board of directors; and
NOW,
THEREFORE, in consideration of the mutual promises and covenants set forth
herein, the parties hereto agree as follows:
1. Termination of
Agreements. Each party to the Joint Filing Agreement and the Voting
Agreement, individually, and as a group, hereby agrees to terminate each of the
Voting Agreement and the Joint Filing Agreement and confirms that, as of the
date hereof, such agreements have been terminated and cease to be of further
effect.
2. Release and
Discharge. Each of the Reporting Persons hereby mutually and
unconditionally releases and discharges each other from all of its obligations
under each of the Voting Agreement and the Joint Filing Agreement.
3. Representations and
Warranties. Each Reporting Person represents and warrants to each other
party to this Termination Agreement that the execution, delivery and performance
by each Reporting Person to this Termination Agreement has been duly authorized
by any necessary action and constitutes the legal, valid and binding obligation
of such party. Each Reporting Person represents and warrants to the other
parties hereto that they are not now a party to any agreement, or other
restriction which restricts such party from entering into this Termination
Agreement.
4. SEC
Filings.
The
parties hereto agree that they shall jointly file with the Securities and
Exchange Commission an amendment to their joint Schedule 13D, disclosing this
Termination Agreement and the termination of the
Group.
5. Miscellaneous.
(a) This
Termination Agreement shall be governed by and construed in accordance with the
laws of the State of New York applicable to contracts executed and to be fully
performed therein. This Termination Agreement shall be binding upon and
enforceable by the successors and/or assigns of the parties hereto.
(b) This
Termination Agreement constitutes the entire agreement between the parties in
connection with the matters set forth herein and cannot be amended, supplemented
or changed, and no provision hereof can be waived, except by a written
instrument making specific reference to this Termination Agreement and signed by
the party against whom enforcement of any such amendment, supplement,
modification or waiver is sought.
(c) If
any provision of this Termination Agreement is held to be void or unenforceable
by a court of competent jurisdiction, the remaining provisions of this
Termination Agreement shall nevertheless be binding upon the parties with the
same force and effect as though the void or unenforceable part had been severed
and deleted.
(d) This
Termination Agreement may be executed in any number of counterparts, which
together shall constitute one agreement.
(e) All
notices, correspondence and information related to this Termination Agreement
should be sent to the parties at the addresses set forth below:
if to the Wynnefield
Reporting Persons:
Wynnefield
Partners Small Cap Value, L.P.
000
Xxxxxxx Xxxxxx, Xxxxx 000
Xxx Xxxx,
Xxx Xxxx 00000
Attention:
Xxxxxx Xxxx
-2-
with a copy
to:
Xxxx
Xxxxxxx, P.C.
0000
Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx,
XX 00000
Attention:
Xxxxxxx X. Xxxxxxx, Esq.
if to the Caiman Reporting
Persons:
Caiman
Partners L.P.
0000
Xxxxxxx Xxxxx
Xxxxxxxxxx,
Xxxxxxx 00000
Attention:
Xxxxx Xxxx
with a copy
to:
Xxxx Xxxx
Xxxxx & Xxxxx LLP
0 Xxxxxxx
Xxxxx, Xxxxx 0000
Xxxxxxx,
Xxxxxxx 00000
Attention:
Xxxxx X. Xxxx, Esq.
[signature pages
follow]
-3-
IN WITNESS WHEREOF, the
parties hereto have executed this Agreement as of the date first set forth
above.
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WYNNEFIELD PARTNERS SMALL CAP
VALUE, L.P.
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By:
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Wynnefield Capital Management,
LLC, its General Partner
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By:
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/s/ Xxxxxx
Xxxx
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| Xxxxxx Xxxx, Co-Managing Member | ||
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WYNNEFIELD PARTNERS SMALL CAP
VALUE, L.P., I
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By:
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Wynnefield Capital Management,
LLC, its General Partner
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By:
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/s/ Xxxxxx
Xxxx
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| Xxxxxx Xxxx, Co-Managing Member | ||
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WYNNEFIELD SMALL CAP VALUE
OFFSHORE FUND, LTD.
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By:
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Wynnefield Capital, Inc., its
Investment Manager
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By:
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/s/ Xxxxxx
Xxxx
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| Xxxxxx Xxxx, President | ||
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WYNNEFIELD CAPITAL MANAGEMENT,
LLC
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By:
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/s/ Xxxxxx
Xxxx
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Xxxxxx Xxxx, Co-Managing
Member
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WYNNEFIELD CAPITAL,
INC.
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By:
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/s/ Xxxxxx
Xxxx
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Xxxxxx Xxxx,
President
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/s/ Xxxxxx
Xxxx
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Xxxxxx Xxxx,
Individually
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/s/ Xxxxxx X.
Xxxxxx
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Xxxxxx X. Xxxxxx,
Individually
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IN WITNESS
WHEREOF, the parties hereto
have executed this Agreement as of the date first set forth
above.
CAIMAN
PARTNERS L.P.
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By:
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Caiman
Capital GP, L.P., its general
partner
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By:
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Caiman
Capital Management LLC, its managing general
partner
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By:
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/s/ Xxxxx
Xxxx
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Name:
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Xxxxx
Xxxx
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Title:
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Managing
Member
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CAIMAN
CAPITAL GP, L.P.
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By:
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Caiman
Capital Management LLC, its managing general
partner
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By:
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/s/ Xxxxx
Xxxx
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Name:
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Xxxxx
Xxxx
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Title:
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Managing
Member
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CAIMAN
CAPITAL MANAGEMENT LLC
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By:
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/s/ Xxxxx
Xxxx
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Name:
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Xxxxx
Xxxx
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Title:
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Managing
Member
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| /s/ Xxxxx Xxxx | ||
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Xxxxx
Xxxx, Individually
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