exv10w43






Exhibit 10.43




VOTING AGREEMENT




     This Voting Agreement (this “Agreement”) is entered into as of April 18, 2010, among
The GEO Group, Inc., a Florida corporation (“GEO”) and the other parties identified on the
signature pages hereto (each, a “Stockholder”). Capitalized terms used but not defined
herein shall have the meanings ascribed to them in the Agreement and Plan of Merger dated as of the
date hereof (the “Merger Agreement”), among Cornell Companies, Inc., a Delaware corporation
(“Target”), GEO and GEO Acquisition III, Inc., a Delaware corporation (“Merger
Sub”).



WITNESSETH:




     WHEREAS, as of the date of this Agreement, each Stockholder beneficially owns (as defined
herein) that number of shares of common stock, par value $.001 per share, of Target (“Common
Stock”) set forth opposite the name of such Stockholder in the second column of 

Annex I
hereto;



     WHEREAS, simultaneously herewith, Target, GEO, and Merger Sub are entering into the Merger
Agreement, pursuant to which Merger Sub will be merged with and into the Target (the
“Merger”), with the Target being the Surviving Company following the Merger; and



     WHEREAS, as a condition to the willingness of GEO and Merger Sub to enter into the Merger
Agreement, and as an inducement and in consideration therefor, the Stockholders are executing this
Agreement;



     NOW, THEREFORE, in consideration of the foregoing and the mutual premises, representations,
warranties, covenants and agreements contained herein, the parties hereto, intending to be legally
bound, hereby agree as follows:



ARTICLE I




CERTAIN DEFINITIONS



     Section 1.1 Certain Definitions. For purposes of this Agreement, the following terms
shall have the following meanings:



          (a) “beneficially own” shall have the meaning ascribed to such term in Rule 13d-3
promulgated under the Exchange Act) (including, but not limited to, the entitlement to dispose of
(or to direct the disposition of) and to vote (or to direct the voting of)). For purposes of this
Agreement, the terms “beneficially owns” and “beneficially owned” shall have correlative meanings.




          (b) “Representative” means, with respect to any particular Person, any director,
officer, employee, investment banker, attorney or other advisor or representative of such Person.




          (c) “Subject Shares” means, with respect to any particular Person, the shares of
Common Stock beneficially owned by such Person as of the date of this Agreement (including, without
limitation, any shares of Common Stock set forth opposite the name of such




1









 




Person in the second column of Annex I hereto), together with any other shares of
Common Stock the voting power over which is directly or indirectly acquired by such Person at any
one or more times prior to the termination of this Agreement pursuant to the terms hereof.




          (d) “Transfer” means, with respect to a security, the sale, grant, assignment,
transfer, pledge, hypothecation, encumbrance, constructive sale, or other disposition of such
security or the beneficial ownership thereof or any economic interest therein (including by
operation of law), or the entry into of any contract, agreement or other obligation to effect any
of the foregoing, including, for purposes of this Agreement, the transfer or sharing of any voting
power of such security.




ARTICLE II




VOTING AGREEMENT AND IRREVOCABLE PROXY



     Section 2.1 Agreement to Vote the Subject Shares.



          (a) From and after the date hereof, at any meeting of the Target’s stockholders (or any
adjournment or postponement thereof), however called, or in connection with any action by written
consent or other action of the Target’s stockholders, each Stockholder shall vote (or cause to be
voted) all of the Stockholder’s Subject Shares:





          (i) in favor of the adoption and approval of the terms of the Merger Agreement, the
Merger and the other transactions contemplated by the Merger Agreement (and any actions
required in furtherance thereof);




          (ii) against any action, proposal, transaction or agreement that would directly or
indirectly result in a breach of any covenant, representation, warranty or other obligation
or agreement of Target set forth in the Merger Agreement or of the Stockholder set forth in
this Agreement; and




          (iii) except with the prior written consent of GEO, against the following actions or
proposals (other than the Merger and the other transactions contemplated by the Merger
Agreement): (A) any Acquisition Proposal; (B) any material change in the present
capitalization of Target or any amendment of Target’s certificate of incorporation or
bylaws; (C) any other material change in Target’s corporate structure or business; or (D)
any other action or proposal involving Target or any of its Subsidiaries that is intended,
or would reasonably be expected, to prevent, impede, interfere with, delay, postpone or
adversely affect the Merger or the other transactions contemplated by the Merger Agreement.



ARTICLE III




RESTRICTION ON TRANSFER; OTHER ACQUISITION PROPOSALS



     Section 3.1 Restriction on Transfer. Each Stockholder hereby agrees that, from and
after the date hereof, such Stockholder shall not, and shall cause such Stockholder’s Affiliates
not to, directly or indirectly (other than pursuant to the Merger Agreement) tender into any tender
or



2









 




exchange offer or otherwise directly or indirectly Transfer any Subject Shares (or any rights,
options or warrants to acquire or dispose of shares of Common Stock), (b) grant any proxies with
respect to such Stockholder’s Subject Shares, deposit such Stockholder’s Subject Shares into a
voting trust, enter into a voting agreement with respect to any of such Stockholder’s Subject
Shares or otherwise restrict the ability of such Stockholder freely to exercise all voting rights
with respect thereto; make, or in any way participate in, directly or indirectly, any
“solicitation” of “proxies” (as such terms are used in the rules of the Securities and Exchange
Commission) to vote (including by consent), or seek to advise or influence any Person with respect
to the voting of, any voting securities of Target (including, without limitation, by making
publicly known the position of such Stockholder or any of its Affiliates on any matter presented to
stockholders of Target), other than to recommend that stockholders of Target vote in favor of the
Merger and the Merger Agreement; (d) form, join or in any way participate in a “group” (as defined
in Section 13(d)(3) under the Exchange Act) in connection with any of the foregoing; or (e)
otherwise take, directly or indirectly, any actions with the purpose or effect of avoiding or
circumventing any provision of this Section 3.1. The foregoing notwithstanding, any
Stockholder may Transfer any Subject Shares to any Person who, as a condition to and part of such
Transfer, executes and delivers a counterpart of this Agreement or otherwise agrees in writing (in
form and substance reasonably satisfactory to GEO) to join in, be bound by and comply with this
Agreement with respect to such Subject Shares.




     Section 3.2 Dividends, Distributions, Etc. In the event of a stock dividend or
distribution, or any change in the Common Stock by reason of any stock dividend or distribution,
split-up, recapitalization, combination, exchange of shares or the like, the term “Subject
Shares” shall be deemed to refer to and include the Subject Shares as well as all such stock
dividends and distributions and any securities into which or for which any or all of the Subject
Shares may be changed or exchanged or which are received in such transaction.



     Section 3.3 Acquisition Proposals.



          (a) Each Stockholder shall not, and each Stockholder shall use its reasonable best efforts to
cause its and its Affiliates’ Representatives not to, (i) solicit, initiate or knowingly encourage
the submission of any Acquisition Proposal, (ii) approve or recommend, or propose to approve or
recommend, or execute or enter into, any letter of intent, agreement in principle, or any other
agreement, arrangement or understanding, relating in any respect to any Acquisition Proposal or
(iii) participate in any substantive discussions or negotiations regarding, or furnish to any
Person or provide any Person with access to, any material non-public information with respect to,
or knowingly take any other action to facilitate any inquiries or the making of any proposal that
constitutes, or may reasonably be expected to lead to, an Acquisition Proposal. Each Stockholder
shall promptly take the steps necessary to inform its Representatives (and those of its Affiliates)
of the obligations undertaken by such Stockholder in this Section 3.3 and each Stockholder
agrees that it shall be responsible for any breach of this Section 3.3 by such
Representatives as if such Representatives were parties to this Section 3.3.




          (b) In the case of each Stockholder, in addition to the obligations of such Stockholder set
forth in Section 3.3(a), such Stockholder shall promptly advise GEO of any request made of
such Stockholder or any of its Affiliates for information or the submission or receipt of any
Acquisition Proposal, or any inquiry with respect to or that could lead to any






3









 







Acquisition Proposal, the material terms and conditions of such request, Acquisition Proposal
or inquiry, and the identity of the Person making any such request, Acquisition Proposal or inquiry
and the response or responses of such Stockholder and any of its Affiliates thereto. Each
Stockholder shall keep GEO fully informed on a prompt and reasonably current basis as to the status
and details (including amendments or proposed amendments) of any such request, Acquisition Proposal
or inquiry. Each Stockholder shall promptly provide to GEO copies of all written correspondence or
other written material, including material in electronic written form, between such Stockholder or
any of its Affiliates, on the one hand, and any Person making any such request, Acquisition
Proposal or inquiry, on the other hand. Upon the execution by any Stockholder of this Agreement,
such Stockholder and each of its Affiliates will immediately cease, and such Stockholder will cause
to be terminated any existing activities, discussions or negotiations with any parties conducted
heretofore by such Stockholder or any of its Affiliates with respect to any of the foregoing, and
such Stockholder will promptly request that all Persons provided confidential information
concerning Target and its Subsidiaries pursuant to a confidentiality agreement with such
Stockholder or any of its Affiliates return to Target all such confidential information, without
keeping copies thereof (if permissible under such agreement), in accordance with such
confidentiality agreement.




          (c) The foregoing shall not restrict or limit the ability of any Stockholder who is director
of Target to take any action in his or her capacity as a director of Target to the extent expressly
permitted by the Merger Agreement.




ARTICLE IV




REPRESENTATIONS AND WARRANTIES

OF EACH STOCKHOLDER



     Each Stockholder hereby represents and warrants, severally but not jointly, to GEO as follows:



     Section 4.1 Due Organization, etc. Except for those Stockholders who are natural
persons, such Stockholder is duly organized and validly existing under the laws of the jurisdiction
of formation. Such Stockholder has all necessary power and authority to execute 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 such Stockholder
have been duly authorized by all necessary action on the part of such Stockholder. This Agreement,
assuming the due authorization, execution and delivery by GEO, constitutes a valid and binding
obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms,
except as limited by the application of bankruptcy, moratorium and other laws affecting creditors’
rights generally and as limited by the availability of specific performance and the application of
equitable principles.



     Section 4.2 Ownership of Subject Shares.



          (a) As of the date of this Agreement, (i) such Stockholder is the beneficial owner of the
aggregate number of shares of Common Stock set forth opposite the name of such Stockholder in the
second column of Annex I hereto (“Scheduled Shares”) and (ii) each Person






4









 







set forth opposite the name of such Stockholder in the third column of Annex I hereto
(a “Record Owner”) is the record owner of such Stockholder’s Scheduled Shares.




          (b) As of the date hereof, each Record Owner with respect to such Stockholder (i) has the sole
power to vote or cause to be voted such shares (or, if such Record Owner is not such Stockholder,
such Record Owner, together with such Stockholder and any other Stockholders the names of which are
set forth opposite such shares on Annex I, have the shared power to cause such shares to be
voted), and (ii) has good and valid title to such shares of Common Stock, free and clear of any and
all pledges, mortgages, liens, charges, proxies, voting agreements, encumbrances, adverse claims,
options, security interests and demands of any nature or kind whatsoever, other than those created
by this Agreement.




     Section 4.3 No Conflicts. (i) No filing with any Governmental Authority and no
authorization, consent or approval of any other Person is necessary for the execution of this
Agreement by such Stockholder or the consummation by such Stockholder of the transactions
contemplated hereby and (ii) none of the execution and delivery of this Agreement by such
Stockholder, the consummation by such Stockholder of the transactions contemplated hereby or
compliance by such Stockholder with any of the provisions hereof shall (A) conflict with or result
in any breach of the organizational documents of such Stockholder, if any, (B) result in, or give
rise to, a violation or breach of or a default under any of the terms of any material contract,
understanding, agreement or other instrument or obligation to which such Stockholder is a party or
by which such Stockholder or any of its assets may be bound or by which any of the Subject Shares
of such Stockholder or any of its Affiliates may be bound, (C) result in the creation of, or impose
any obligation on such Stockholder or any of its Affiliates to create, any Lien upon the Subject
Shares of such Stockholder or any of its Affiliates, or (D) violate any applicable law, except for
any of the foregoing as does not and could not reasonably be expected to impair such Stockholder’s
ability to perform its obligations under this Agreement.



     Section 4.4 Total Shares. Such Stockholder’s Scheduled Shares are the only shares of
any class or series of capital stock of Target or any Subsidiary thereof of which such Stockholder
is the record or beneficial owner or which such Stockholder has the right, power or authority (sole
or shared) to sell or vote, and such Stockholder does not have any right to acquire, nor is it the
beneficial owner of, any other shares of any class or series of capital stock of Target or any
Subsidiary thereof or any securities convertible into, or exchangeable or exercisable for, any
shares of any class or series of capital stock of Target or any Subsidiary thereof.



     Section 4.5 Absence of Litigation. There is no legal or administrative proceedings,
claims, suits or actions pending or, to the knowledge of such Stockholder, threatened against or
affecting such Stockholder or any of its Affiliates before or by any Governmental Authority that
could reasonably be expected to materially impair the ability of such Stockholder to perform its
obligations hereunder or to consummate the transactions contemplated hereby on a timely basis.



     Section 4.6 Finder’s Fees. No investment banker, broker, finder or other intermediary
is entitled to a fee or commission from GEO, Merger Sub or Target in respect of this Agreement
based upon any arrangement made by or on behalf of such Stockholder.



5









 





     Section 4.7 Reliance by GEO. Such Stockholder understands and acknowledges that GEO is
entering into the Merger Agreement in reliance upon the execution and delivery of this Agreement by
such Stockholder.



ARTICLE V




REPRESENTATIONS AND WARRANTIES

OF GEO



     GEO hereby represents and warrants to the Stockholders as follows:



     Section 5.1 Due Organization, etc. GEO is a corporation duly organized and validly
existing under the laws of the State of Florida. GEO has all necessary corporate power and
authority to execute 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 GEO have been duly authorized by all necessary corporate action on the part
of GEO.



     Section 5.2 Conflicts. (i) No filing with any Governmental Authority, and no
authorization, consent or approval of any other Person is necessary for the execution of this
Agreement by GEO and the consummation by GEO of the transactions contemplated hereby and (ii)
neither the execution and delivery of this Agreement by GEO nor the consummation by GEO of the
transactions contemplated hereby shall (A) conflict with or result in any breach of the
organizational documents of GEO, (B) result in, or give rise to, a violation or breach of or a
default under any of the terms of any material contract, understanding, agreement or other
instrument or obligation to which GEO is a party or by which GEO or any of its assets may be bound,
or (C) violate any applicable law, except for any of the foregoing as does not and could not
reasonably be expected to impair GEO’s ability to perform its obligations under this Agreement.



ARTICLE VI




TERMINATION



     Section 6.1 Termination.



          (a) Subject to Section 6.1(b), this Agreement shall terminate and none of GEO or any
Stockholder shall have any rights or obligations hereunder upon the earliest to occur of: (i) the
termination of this Agreement by mutual written consent of GEO and the Stockholders, (ii) the
Effective Time and (iii) the termination of the Merger Agreement in accordance with its terms.




          (b) Notwithstanding the foregoing, (i) the termination of this Agreement shall not prevent any
party hereunder from seeking any remedies (whether at law or in equity) against any other party
hereto for such party’s breach of any of the terms of this Agreement and (ii) Article VII
(other than Section 7.2) of this Agreement shall survive the termination of this Agreement.







6









 








ARTICLE VII




MISCELLANEOUS



     Section 7.1 Appraisal Rights. To the extent permitted by applicable law, each
Stockholder hereby waives any rights of appraisal or rights to dissent from the Merger that it may
have under applicable law.



     Section 7.2 Publication. Each Stockholder hereby permits Target to publish and
disclose in the Proxy Statement (including all documents and schedules filed with the SEC) its
identity and ownership of shares of Common Stock and the nature of its commitments, arrangements
and understandings pursuant to this Agreement; provided, however, that such publication and
disclosure shall be subject to the prior review and comment by such Stockholder.



     Section 7.3 Further Actions. Each of the parties hereto agrees that it will use its
reasonable best efforts to do all things necessary to effectuate the intent and provisions of this
Agreement.



     Section 7.4 Notices. All notices, demands and other communications to be given or
delivered under or by reason of the provisions of this Agreement shall be in writing and shall be
deemed to have been given (i) if personally delivered, on the date of delivery, (ii) if delivered
by express courier service of national standing (with charges prepaid), on the Business Day
following the date of delivery to such courier service, (iii) if deposited in the United States
mail, first-class postage prepaid, on the fifth Business Day following the date of such deposit, or
(iv) if delivered by telecopy, upon confirmation of successful transmission, (x) on the date of
such transmission, if such transmission is completed at or prior to 5:00 p.m., local time of the
recipient party, on that date, and (y) on the next Business Day following the date of transmission,
if such transmission is completed after 5:00 p.m., local time of the recipient party, on such date.
Notices, demands and communications to any party hereto shall, unless another address or facsimile
number is specified in writing pursuant to the provisions hereof, be sent to the address or
facsimile number indicated below:


If to GEO to:



The GEO Group, Inc.

621 Northwest 53rd Street

Boca Raton, Florida 33487

Facsimile No: (561) 999-7647

Attention: John Bulfin



with a copy (which shall not constitute notice) to



Akerman Senterfitt

One Southeast Third Avenue, 25th Floor

Miami, Florida 33131

Facsimile No: (305) 374-5095

Attention: Jose Gordo





7









 







Stephen K. Roddenberry




     If to any Stockholder, to the address or facsimile number set forth opposite the name of such
Stockholder on Annex II hereto.



     Section 7.5 Assignment; Binding Effect. Neither this Agreement nor any of the rights,
interests or obligations hereunder shall be assigned, in whole or in part, by operation of law or
otherwise, by any of the parties hereto without the prior written consent of the other parties,
except that GEO may assign all or any of its rights and obligations hereunder to any Affiliate or
financing source of GEO or Merger Sub; provided, that no such assignment shall relieve the
assigning party of its obligations hereunder if such assignee does not perform such obligations.
Subject to the preceding sentence, this Agreement shall be binding upon, inure to the benefit of,
and be enforceable by, the parties hereto and their respective successors and permitted assigns.
Any purported assignment not permitted under this Section shall be null and void.



     Section 7.6 Third Party Beneficiaries. Notwithstanding anything contained in this
Agreement to the contrary, except for Section 7.2 (solely in the case of Target as the
intended beneficiary thereof), nothing in this Agreement, expressed or implied, is intended to or
shall confer on any Person, other than the parties hereto or their respective permitted successors
and assigns, any rights, benefits, remedies, obligations or liabilities whatsoever under or by
reason of this Agreement.



     Section 7.7 Amendments. This Agreement may not be modified, amended, altered or
supplemented with respect to any Stockholder, except upon the execution and delivery of a written
agreement executed by GEO and such Stockholder. This Agreement may not be modified, amended,
altered or supplemented with respect to GEO, except upon the execution and delivery of a written
agreement executed by GEO.



     Section 7.8 Entire Agreement. This Agreement constitutes the entire agreement among
the parties with respect to the subject matter hereof and supersedes all prior agreements and
understandings, both written and oral, among the parties, or any of them, with respect thereto.



     Section 7.9 Governing Law; Jurisdiction; Waiver of Jury Trial.



          (a) All disputes, claims or controversies arising out of or relating to this Agreement, or the
negotiation, validity or performance of this Agreement, or the transactions contemplated hereby
shall be governed by and construed in accordance with the laws of the State of Delaware without
regard to its rules of conflict of laws.




          (b) Each of the parties hereto hereby irrevocably and unconditionally consents to submit to
the sole and exclusive jurisdiction of the courts of the State of Delaware and of the United States
District Court for the District of Delaware and any court of appeal therefrom (the “Chosen
Courts”) for any litigation arising out of or relating to this Agreement, or the negotiation,
validity or performance of this Agreement, or the transactions contemplated hereby (and agrees not
to commence any litigation relating thereto except in such courts), waives any objection to the
laying of venue of any such litigation in the Chosen Courts and agrees not to






8









 







plead or claim in any Chosen Court that such litigation brought therein has been brought in
any inconvenient forum. Each of the parties hereto agrees that service of process may be made on
such party by prepaid certified mail with a proof of mailing receipt validated by the United States
Postal Service constituting evidence of valid service. Service made pursuant to the foregoing
sentence shall have the same legal force and effect as if served upon such party personally within
the State of Delaware.




          (c) Each of the parties hereto irrevocably waive any and all rights to trial by jury in any
proceedings arising out of or related to this Agreement or the transactions contemplated hereby.




     Section 7.10 Fee and Expenses. Except as otherwise provided herein, whether or not the
Merger is consummated, all costs and expenses incurred by a party hereto in connection with this
Agreement and the transactions contemplated hereby shall be paid and borne by such party.



     Section 7.11 Headings. Headings of the articles and sections of this Agreement are for
the convenience of the parties only, and shall be given no substantive or interpretive effect
whatsoever.



     Section 7.12 Interpretation. In this Agreement, unless the context otherwise requires,
words describing the singular number shall include the plural and vice versa, words denoting any
gender shall include all genders and words denoting natural Persons shall include corporations and
partnerships and vice versa. Whenever the words “include,” “includes” or “including” are used in
this Agreement, they shall be understood to be followed by the words “without limitation.”



     Section 7.13 Waivers. No action taken pursuant to this Agreement, including, without
limitation, any investigation by or on behalf of any party, nor any failure or delay on the part of
any party hereto in the exercise of any right hereunder, shall be deemed to constitute a waiver by
the party taking such action of compliance of any representations, warranties, covenants or
agreements contained in this Agreement. The waiver by any party hereto of a breach of any provision
hereunder shall not operate or be construed as a waiver of any prior or subsequent breach of the
same or any other provision hereunder.



     Section 7.14 Severability. Any term or provision of this Agreement that is invalid,
illegal or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the
extent of such invalidity or unenforceability without rendering invalid or unenforceable the
remaining terms and provisions of this Agreement or affecting the validity or enforceability of any
of the terms or provisions of this Agreement in any other jurisdiction. If any provision of this
Agreement is so broad as to be unenforceable, the provision shall be interpreted to be only so
broad as is enforceable.



     Section 7.15 Enforcement of this Agreement. The parties hereto agree that irreparable
damage would occur in the event that any of the provisions of this Agreement were not performed in
accordance with its specific terms or was otherwise breached. It is accordingly agreed that the
parties shall be entitled to an injunction or injunctions to prevent breaches of this



9









 




Agreement and to enforce specifically the terms and provisions hereof in the Chosen Courts,
this being in addition to any other remedy to which they are entitled at law or in equity.




     Section 7.16 Counterparts. This Agreement may be executed by the parties hereto in two
or more separate counterparts, each of which, when so executed and delivered, shall be deemed to be
an original. All such counterparts shall together constitute one and the same instrument. Each
counterpart may consist of a number of copies hereof, each signed by less than all, but together
signed by all, of the parties hereto.



     Section 7.17 Capacity as a Stockholder. This Agreement shall apply to each
Stockholder who is a director or officer of Target solely in his or her capacity as a Stockholder
of Target and not in his or her capacity as a director or officer of Target. Nothing contained in
this Agreement shall be deemed to apply to, or limit in any manner, the obligations of any such
Stockholder to comply with his or her fiduciary duties as a director of Target.



     Section 7.18 No Agreement among Stockholders. This Agreement is being entered into by
each Stockholder with GEO and does not represent an agreement, commitment, arrangement or
understanding with or to any other Stockholder, and the agreements and undertakings of each
Stockholder contained herein shall be enforceable only by GEO and its successors and permitted
assigns.



[signature pages follow]




10









 





     IN WITNESS WHEREOF, the parties hereto have caused this Voting Agreement to be duly executed
as of the day and year first above written.



	 	 	 	 	 
	 	THE GEO GROUP, INC.

 	 
	 	By:  	/s/
George Zoley 	 
	 	 	Name:  	George Zoley 	 
	 	 	Title:  	Chairman and CEO 	 
	 
	 	NORTH STAR PARTNERS, L.P. ,

By NS Advisors, LLC, as general partner

 	 
	 	By:  	/s/
Andrew R. Jones 	 
	 	 	Name:  	Andrew R. Jones 	 
	 	 	Title:  	Managing Member 	 
	 
	 	NORTH STAR PARTNERS II, L.P.,

By NS Advisors, LLC, as general partner

 	 
	 	By:  	/s/
Andrew R. Jones 	 
	 	 	Name:  	Andrew R. Jones 	 
	 	 	Title:  	Managing Member 	 
	 
	 	WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P.,

By: Wynnefield Capital Management, L.L.C., 

as general partner

 	 
	 	By:  	/s/
Nelson Obus 	 
	 	 	Name:  	 	 
	 	 	Title:  	General Partner 	 
	 




11









 





	 	 	 	 	 
	 	WYNNEFIELD SMALL CAP VALUE OFFSHORE FUND, LTD.

 	 
	 	By:  	/s/
Joshua Landes 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	WYNNEFIELD PARTNERS SMALL CAP VALUE L.P. I,

By: Wynnefield Capital Management, L.L.C.,

as general partner

 	 
	 	By:  	/s/
Nelson
Obus 	 
	 	 	Name:  	 	 
	 	 	Title:  	General Partner 	 
	 
	 	CHANNEL PARTNERSHIP II, L.P.,

 	 
	 	By:  	/s/
Nelson Obus 	 
	 	 	Name:  	 	 
	 	 	Title:  	General Partner 	 
	 
	 	WYNNEFIELD CAPITAL MANAGEMENT, L.L.C.

 	 
	 	By:  	/s/
Nelson Obus 	 
	 	 	Name:  	 	 
	 	 	Title:  	Managing Member 	 
	 
	 	WYNNEFIELD CAPITAL, INC.

 	 
	 	By:  	/s/
Nelson Obus 	 
	 	 	Name:  	 	 
	 	 	Title:  	President 	 
	 




12









 





Annex I

Scheduled Shares




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Subject	 	 	 	 	 	 
	 	 	Shares	 	Beneficial	 	 	 	 
	 	 	Beneficially	 	Ownership	 	Holder of	 	Certificate
	Stockholder	 	Owned	 	Percentage	 	Record	 	Number
	Wynnefield Capital, Inc.
	 	 	797,600	 	 	 	5.3	%	 	[Cede & Co.]	 	 	N/A	 
	Wynnefield Capital
Management, LLC
	 	 	1,200,519	 	 	 	8.0	%	 	[Cede & Co.]	 	 	N/A	 
	Channel Partnership II,
L.P.
	 	 	30,800	 	 	 	0.2	%	 	[Cede & Co.]	 	 	N/A	 
	Wynnefield Partners
Small Cap Value L.P. I
	 	 	624,319	 	 	 	4.2	%	 	[Cede & Co.]	 	 	N/A	 
	Wynnefield Small Cap
Value Offshore Fund,
LTD.
	 	 	797,600	 	 	 	5.3	%	 	[Cede & Co.]	 	 	N/A	 
	Wynnefield Partners
Small Cap Value, L.P.
	 	 	576,200	 	 	 	3.9	%	 	[Cede & Co.]	 	 	N/A	 
	North Star Partners, L.P.
	 	 	339,599	 	 	 	2.3	%	 	[Cede & Co.]	 	 	N/A	 
	North Star Partners II,
L.P.
	 	 	369,264	 	 	 	2.5	%	 	[Cede & Co.]	 	 	N/A	 






13









 






Annex II




Notices



If to any of the Wynnefield entities or Channel Partnership II, L.P.:




c/o Wynnefield Capital Inc.

450 Seventh Avenue, Suite 509

New York, NY 10123

Attention: Nelson Obus

Facsimile: (212) 760-0824




with a copy (which shall not constitute notice) to:




Greenberg Traurig, LLP

200 Park Avenue, 14th Floor

New York, NY 10166

Attention: Shahe Sinanian, Esq.

Facsimile: (212) 801-6400




If to North Star Partners, L.P. or North Star Partners II, L.P.:




North Star Partners, L.P. or North Star Partners II, L.P.

274 Riverside Avenue

Westport, Connecticut 06880

Attention: Andrew Jones

Facsimile: (203) 227-3838




with a copy (which shall not constitute notice) to:




Greenberg Traurig, LLP

200 Park Avenue, 14th Floor

New York, NY 10166

Attention: Shahe Sinanian, Esq.

Facsimile: (212) 801-6400





14