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EXHIBIT 99(c)(2)
STOCKHOLDERS AGREEMENT
This Stockholders Agreement, dated as of December 14, 1999, is by and among
Solution 6 Holdings, Limited, a New South Wales, Australia corporation
("Parent"), EIG Acquisition Corp., a Delaware corporation and an indirect
wholly-owned subsidiary of Parent ("Purchaser"), and the persons listed on
Schedule A hereto (each a "Stockholder" and, collectively, the "Stockholders").
WHEREAS, concurrently with the execution of this Agreement, Parent,
Purchaser and Elite Information Group, Inc., a Delaware corporation (the
"Company"), are entering into an Agreement and Plan of Merger, dated as of the
date hereof (as the same may be amended or supplemented, the "Merger Agreement";
terms used but not defined herein have the meanings set forth in the Merger
Agreement), providing for the making of a cash tender offer (as such offer may
be amended from time to time as permitted under the Merger Agreement, the
"Offer") by Purchaser for shares of Common Stock, par value $.01 per share, of
the Company (the "Common Stock") and the merger of the Company and Purchaser
(the "Merger");
WHEREAS, each Stockholder is the beneficial owner of the shares of Common
Stock set forth opposite such Stockholder's name on Schedule A hereto; such
shares of Common Stock, as such shares may be adjusted by stock dividend, stock
split, recapitalization, combination or exchange of shares, merger,
consolidation, reorganization or other change or transaction of or by the
Company, together with shares of Common Stock that may be acquired after the
date hereof by such Stockholder, including shares of Common Stock issuable upon
the exercise of options to purchase Common Stock (as the same may be adjusted as
aforesaid), being collectively referred to herein as the "Shares" of such
Stockholder;
WHEREAS, pursuant to the Merger Agreement, the Company has irrevocably
approved the granting of the options to purchase Common Stock granted herein by
the Stockholders and the purchase of such Common Stock by the Purchaser upon
exercise of such options for purposes of Section 203 of Delaware General
Corporation Law and has irrevocably excepted such grants and purchases from the
definition of "acquiring person" and/or "triggering event" and terms of similar
import contained in the Company's Rights Plan; and
WHEREAS, as a condition to their willingness to enter into the Merger
Agreement, Parent and Purchaser have requested that the Stockholders enter into
this Agreement;
NOW, THEREFORE, to induce Parent and Purchaser to enter into, and in
consideration of their entering into, the Merger Agreement, and in consideration
of the premises and the representations, warranties and agreements contained
herein, the parties agree as follows:
1. Agreement to Sell; Tender.
(a) Subject to Section 8 below, as promptly as practicable following the
expiration of the Offer (but in no event later than 10:00 a.m., New York City
time, on the Business Day immediately after such expiration), each Stockholder
hereby severally and not jointly agrees to sell to Purchaser, and Purchaser
agrees to purchase, all the Shares owned by such Stockholder not tendered
pursuant to Section 1(b) at a price per Share equal to the price per Share paid
by Purchaser in the Offer (the "Offer Price"). The obligations of each
Stockholder to sell its Shares pursuant to this Section 1(a) is conditioned upon
Purchaser purchasing shares of Common Stock pursuant to the Offer.
(b) In addition, each Stockholder hereby severally and not jointly agrees
that if such Stockholder is directed to tender the Shares it owns as of the date
hereof and any Shares it may acquire prior to the expiration of the Offer by
Purchaser pursuant to the following sentence, it shall promptly tender all such
Shares in the Offer, and it shall not withdraw any Shares so tendered(it being
understood that the obligation contained in this sentence is unconditional,
subject to Section 8 below). In the event that Purchaser wishes to direct a
Stockholder to tender its Shares, Purchaser shall give written notice to such
Stockholder to such effect and specifying the number (if less than all) of such
Stockholder's Shares. Section 1(a) above shall be deemed satisfied upon
completion of the purchase of such Shares in the Offer.
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(c) In addition, each Stockholder hereby severally and not jointly grants
to Purchaser an irrevocable option (as to each Stockholder, the "Option") to
purchase any of or all the Shares owned by such Stockholder and any of or all
the Shares for which any stock options owned by such Stockholder are then
exercisable on the date the Option is exercised by the Purchaser (on any date,
the "Vested Options") in each case at a price per Share equal to the Offer Price
(less, in the case of Vested Options, the applicable exercise price). The Option
may be exercised at any time and from time to time after the occurrence of an
Exercise Event (as defined below) and on or prior to thirty (30) days following
the occurrence of an Exercise Event. In the event that Purchaser wishes to
exercise the Option as to a Stockholder, Purchaser shall give written notice(the
date of such notice being called the "Notice Date") to such Stockholder and to
the Company specifying the number (if less than all) of such Stockholder's
Shares, including shares of Common Stock underlying Vested Options, and a place,
time and date not later than 10 Business Days from the Notice Date for the
closing of such purchase.
As used herein, an "Exercise Event" means the occurrence of any of the
following events:
(i) at any time prior to termination of the Merger Agreement, any
corporation, partnership, individual, trust, unincorporated association, or
other entity or "person" (as defined in Section 13 (d) (3) of the Exchange
Act), other than purchaser or any of its "affiliates" (as defined in the
Exchange Act) (a "Third Party"), shall have:
(A) commenced or announced an intention to commence a tender offer or
exchange offer for any shares, the consummation of which would result in
"beneficial ownership" (as defined in the Exchange Act) by such Third Party
(together with all such Third Party's affiliates and "associates" (as
defined in the Exchange Act)) of 50% or more of the then outstanding voting
equity of the Company (either on a primary or a fully diluted basis);
(B) acquired beneficial ownership of shares that, when aggregated with
any shares already owned by such Third Party, its affiliates and
associates, would result in the aggregate beneficial ownership by such
Third Party, its affiliates and associates of 10% or more of the then
outstanding voting equity of the Company (either on a primary or a fully
diluted basis); provided, however, that "Third Party" for purposes of this
clause (B) does not include any corporation, partnership, person, other
entity or group that beneficially owns more than 10% of the outstanding
voting equity of the Company (either on a primary or a fully diluted basis)
as of the date hereof and that does not, after the date hereof, increase
such ownership percentage by more than an additional 1% of the outstanding
voting equity of the Company (either on a primary or a fully diluted
basis);
(C) acquired assets constituting 10% or more of the total assets or
earning power of the Company taken as a whole;
(D) entered into an agreement with the Company that contemplates the
acquisition of (x) assets constituting 10% or more of the total assets or
earning power of the Company taken as a whole or (y) beneficial ownership
of 10% or more of the outstanding voting equity of the Company; or
(ii) any event has occurred that would allow the Company or Parent to
terminate the Merger Agreement under circumstances in which Parent may be
or become entitled to a Termination Fee.
2. Representations and Warranties of the Stockholders. Each Stockholder
hereby severally represents and warrants to Parent and Purchaser as
follows:
(a) Such Stockholder has all requisite power and authority to execute and
deliver this Agreement and to consummate the transactions contemplated hereby.
If such Stockholder is not an individual, the execution, delivery and
performance of this Agreement and the consummation of the transactions
contemplated hereby have been duly authorized by such Stockholder. This
Agreement has been duly executed and delivered by such Stockholder and
constitutes a valid and binding obligation of the Stockholder enforceable
against such Stockholder in accordance with its terms, except as the same may be
limited by (a) bankruptcy, insolvency, reorganization, moratorium, fraudulent
conveyance or other similar Laws relating to creditors' rights generally
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and (b) legal principles of general applicability governing the application and
availability of equitable remedies. Except for the expiration or termination of
any applicable waiting period under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements
Act of 1976, as amended (the "HSR Act"), neither the execution, delivery or
performance of this Agreement by such Stockholder nor the consummation by such
Stockholder of the transactions contemplated hereby will (i) require any filing
with, or permit, authorization, consent or approval of, any Governmental
Authority, (ii) result in a violation or breach of, or constitute (with or
without due notice or lapse of time or both) a default under, or give rise to
any right of termination, amendment, cancellation or acceleration under, or
result in the creation of any Lien upon any of the properties or assets of such
Stockholder under, any of the terms, conditions or provisions of any note, bond,
mortgage, indenture, lease, license, permit, concession, franchise, contract,
agreement or other instrument or obligation (a "Contract") to which such
Stockholder is a party or by which such Stockholder or any of such Stockholder's
properties or assets, including such Stockholder's Shares, may be bound or (iii)
violate any Order (as defined in the Merger Agreement) or any Law applicable to
such Stockholder or any of such Stockholder's properties or assets, including
such Stockholder's Shares, other than, in the case of clause (ii) above, such
items that, individually or in the aggregate, have not and could not reasonably
be expected to have a material adverse effect on the ability of such Stockholder
to perform its obligations under this Agreement.
(b) Such Stockholder's Shares and the certificates representing such Shares
are now, and at all times during the term hereof will be, held by such
Stockholder, or by a nominee or custodian for the benefit of such Stockholder,
and such Stockholder is the legal and beneficial owner of and has good and
marketable title to such Shares, free and clear of any Liens, proxies, voting
trusts or agreements, understandings or arrangements, except for any such Liens
or proxies arising hereunder and Liens described on Schedule B attached hereto.
Notwithstanding anything in this Agreement to the contrary, the obligations of
the Stockholder listed in Schedule B under this Agreement are subject to the
matters set forth on Schedule B attached hereto.
(c) 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 in connection with the transactions contemplated by this Agreement
based upon arrangements made by or on behalf of such Stockholder.
(d) Such Stockholder understands and acknowledges that Parent is entering
into, and causing Purchaser to enter into, the Merger Agreement in reliance upon
such Stockholder's execution and delivery of this Agreement.
3.Representations and Warranties of Parent and the Purchaser. Parent and
the Purchaser hereby represent and warrant to the Stockholders as
follows:
(a) Each of Parent and such Purchaser has the requisite corporate power and
authority to execute and deliver this Agreement and to consummate the
transactions contemplated hereby. The execution, delivery and performance of
this Agreement by Parent and such Purchaser and the consummation of the
transactions contemplated hereby have been duly authorized by all necessary
corporate action on the part of Parent and such Purchaser. This Agreement has
been duly executed and delivered by Parent and such Purchaser and constitutes a
valid and binding obligation of Parent and Purchaser enforceable in accordance
with its terms, except as the same may be limited by (i) bankruptcy, insolvency,
reorganization, moratorium, fraudulent conveyance or other similar Laws relating
to creditors' rights generally and (ii) legal principles of general
applicability governing the application and availability of equitable remedies.
(b) The Shares will be acquired in compliance with, and such Purchaser will
not offer to sell or otherwise dispose of any Shares so acquired by it in
violation of the registration requirements of, the Securities Act of 1933, as
amended.
4.Covenants of the Stockholders. Each Stockholder severally agrees as
follows:
(a) Such Stockholder shall not, except as contemplated by the terms of this
Agreement, (i) sell, transfer, pledge, assign or otherwise dispose of, or enter
into any Contract, option or other arrangement (including any profit sharing
arrangement) or understanding with respect to the sale, transfer, pledge,
assignment or other disposition of, the Shares to any person other than
Purchaser or Purchaser's designee,
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(ii) enter into any voting arrangement, whether by proxy, voting agreement,
voting trust, power-of-attorney or otherwise, with respect to the Shares or
(iii) 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.
(b) Subject to Section 10 below, until the Merger is consummated or the
Merger Agreement is terminated, such Stockholder shall not, nor shall such
Stockholder permit any investment banker, financial adviser, attorney,
accountant or other representative or agent of such Stockholder to, directly or
indirectly (i) solicit, initiate or encourage (including by way of furnishing
information), or take any other action designed or reasonably likely to
facilitate, any inquiries or the making of any proposal which constitutes, or
may reasonably be expected to lead to, any Acquisition Proposal or (ii)
participate in any discussions or negotiations regarding any Acquisition
Proposal. Without limiting the foregoing, it is understood that any violation of
the restrictions set forth in the preceding sentence by an investment banker,
financial advisor, attorney, accountant or other representative or agent of such
Stockholder shall be deemed to be a violation of this Section 4(b) by such
Stockholder.
(c) At any meeting of stockholders of the Company called to vote upon the
Merger and the Merger Agreement or at any adjournment thereof or in any other
circumstances upon which a vote, consent or other approval (including by written
consent) with respect to the Merger and the Merger Agreement is sought, such
Stockholder shall vote (or cause to be voted) such Stockholder's Shares in favor
of the Merger, the adoption by the Company of the Merger Agreement and the
approval of the other Transactions (as defined in the Merger Agreement). At any
meeting of stockholders of the Company or at any adjournment thereof or in any
other circumstances upon which the Stockholder's vote, consent or other approval
is sought, the Stockholder shall vote (or cause to be voted) the Stockholder's
Shares against (i) any merger agreement or merger (other than the Merger
Agreement and the Merger), consolidation, combination, sale of substantial
assets, reorganization, recapitalization, dissolution, liquidation or winding up
of or by the Company or any other Acquisition Proposal (collectively,
"Alternative Transactions") or (ii) any amendment of the Company's certificate
of incorporation or bylaws or other proposal or transaction involving the
Company or any of its subsidiaries, which amendment or other proposal or
transaction would in any manner impede, frustrate, prevent or nullify the Offer,
the Merger, the Merger Agreement or any of the other Transactions (collectively,
"Frustrating Transactions").
5. Grant of Irrevocable Proxy; Appointment of Proxy.
(a) Each Stockholder hereby irrevocably grants to, and appoints, Xxxxx
Xxxxx and Xxxxxx X. Xxxxxxxxxx and any other individual who shall hereafter be
designated by Parent, and each of them, such Stockholder's proxy and
attorney-in-fact (with full power of substitution), for and in the name, place
and stead of such Stockholder, to vote such Stockholder's Shares, or grant a
consent or approval in respect of such Shares, at any meeting of stockholders of
the Company or at any adjournment thereof or in any other circumstances upon
which their vote, consent or other approval is sought, in favor of the Merger,
the adoption by the Company of the Merger Agreement and the approval of the
terms thereof and each of the other transactions contemplated by the Merger
Agreement and against any alternative Transaction or Frustrating Transaction.
(b) Each Stockholder represents that any proxies heretofore given in
respect of such Stockholder's Shares are not irrevocable, and that any such
proxies are hereby revoked.
(c) Each Stockholder hereby affirms that the irrevocable proxy set forth in
this Section 5 is given in connection with the execution of the Merger
Agreement, and that such irrevocable proxy is given to secure the performance of
the duties of such Stockholder under this Agreement. Such Stockholder hereby
further affirms that the irrevocable proxy is coupled with an interest and may
under no circumstances be revoked, subject to Section 8 below. Such Stockholder
hereby ratifies and confirms all that such irrevocable proxy may lawfully do or
cause to be done by virtue hereof. Such irrevocable proxy is executed and
intended to be irrevocable in accordance with the provisions of the General
Corporation Law of the State of Delaware. Such irrevocable proxy shall be valid
until the termination of this Agreement pursuant to Section 8 below.
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6. Further Assurances. Each Stockholder will, from time-to-time, execute
and deliver, or cause to be executed and delivered, such additional or further
transfers, assignments, endorsements, consents and other instruments as Parent
or Purchaser may reasonably request for the purpose of effectively carrying out
the transactions contemplated by this Agreement and to vest the power to vote
such Stockholder's Shares as contemplated by Section 5. Parent and Purchaser
jointly and severally agree to use reasonable efforts to take, or cause to be
taken, all actions necessary to comply promptly with all legal requirements that
may be imposed with respect to the transactions contemplated by this Agreement
(including any applicable legal requirements of the HSR Act).
7. Assignment. Neither this Agreement nor any of the rights, interests or
obligations hereunder shall be assigned by any of the parties without the prior
written consent of the other parties, except that Purchaser may assign, in its
sole discretion, any or all of its rights, interests and obligations hereunder
to Parent or to an Affiliate of Parent, but no such assignment shall relieve
Purchaser of any of its obligations under this Agreement. Subject to the
preceding sentence, this Agreement will be binding upon, inure to the benefit of
and be enforceable by, the parties and their respective successors and assigns.
Each Stockholder agrees that this Agreement and the obligations of such
Stockholder hereunder shall attach to such Stockholder's 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 such
Stockholder's heirs, guardians, administrators or successors.
8. Termination. This Agreement shall terminate upon the earlier of (i) the
Effective Time or (ii) the termination of the Merger Agreement in accordance
with its terms, except that, Section 1(c) shall survive any such termination to
the extent provided herein.
9. Stop Transfer. The Company agrees with, and covenants to, Parent and
Purchaser that the Company shall not register the transfer of any certificate
representing any Stockholder's Shares unless such transfer is made in accordance
with the terms of this Agreement.
10. Stockholder Capacity. No person executing this Agreement makes any
agreement or understanding herein in his or her capacity as a director or
officer of the Company or any subsidiary of the Company. Each Stockholder signs
solely in his or her capacity as the beneficial owner of such Stockholder's
Shares and nothing herein shall limit or affect any actions taken by a
Stockholder in its capacity as an officer or director of the Company or any
subsidiary of the Company to the extent specifically permitted by, or
specifically permitted in the Merger Agreement.
11. Performance by Purchaser. Parent covenants and agrees for the benefit
of the Stockholders that it shall cause Purchaser to perform in full each
obligation of Purchaser set forth in this Agreement.
12. Enforcement. The parties agree that irreparable damage would occur in
the event that any of the provisions of this Agreement were not performed in
accordance with their specific terms or were otherwise breached. It is
accordingly agreed that the parties shall be entitled to an injunction or
injunctions to prevent breaches of this Agreement and to enforce specifically
the terms and provisions of this Agreement in any federal court located in the
State of Delaware or in any Delaware state court, this being in addition to any
other remedy to which they are entitled at law or in equity. In addition, each
of the parties hereto (I) consents to submit such party to the personal
jurisdiction of any Federal court located in the State of Delaware or any
Delaware state court in the event any dispute arises out of this Agreement or
any of the transactions contemplated hereby, (ii) agrees that such party will
not attempt to deny or defeat such personal jurisdiction by motion or other
request for leave from any such court, (iii) agrees that such party will not
bring any action relating to this Agreement or any of the transactions
contemplated hereby in any court other than a Federal court located in the state
of Delaware or a Delaware state court and (iv) waives any right to trial by jury
with respect to any claim or proceeding related to or arising out of this
Agreement or any of the transactions contemplated hereby. The parties
irrevocably and unconditionally waive any objection to the laying of venue of
any action, suit or proceeding arising out of this Agreement or the transactions
contemplated hereby in the courts of the State of Delaware or of the United
States of America located in the State of Delaware, and hereby further
irrevocably and unconditionally waive and agree not to plead or claim in any
such court that any such action, suit or proceeding brought in any such court
has been brought in an inconvenient forum.
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13. General Provisions.
(a) All costs and expenses incurred in connection with this Agreement and
the transactions contemplated hereby shall be paid by the party incurring such
expense.
(b) This Agreement may not be amended except by an instrument in writing
signed by each of the parties hereto; provided, however, that this Agreement may
be amended without the written agreement of the parties hereto to add additional
persons as "Stockholders" hereunder by execution by such persons of a signature
page hereto, in which event Parent shall amend Schedule A to reflect such
addition.
(c) All notices and other communications hereunder shall be in writing and
shall be deemed given if delivered personally, telecopied (which is confirmed),
sent by overnight courier (providing proof of delivery) or mailed by registered
or certified mail (return receipt requested) to the parties at the following
addresses (or at such other address for a party as shall be specified by like
notice):
if to Parent or Purchaser:
Solution 6 Holdings Limited
Town Hall House
Level 21, 456 Kent Street
Sydney, New South Wales,
Australia 2000
Attention: Xxxxxx X. Xxxxxxxxxx
Telecopier No.: 011-612-9278-0702
with a copy to:
Xxxxxxx Xxxxxx L.L.P.
000 Xxxx Xxxxxx
Xxxxxx, Xxxxx 00000
Attention: Xxxxxxx X. Xxxxxxx
Telecopy No: (000) 000-0000
if to a Stockholder:
to the address set forth under the name
of such Stockholder on Schedule A hereto
with a copy to:
Xxxxxxxx Xxxxxxxx & Xxxxxx P.A.
000 Xxxxx Xxxxx Xxxxxx, Xxxxx 0000
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000
Attention: Xxxxxxx X. Xxxxxx
Telecopier No.: (000) 000-0000
(d) When a reference is made in this Agreement to a Section, such reference
shall be to a Section of this Agreement unless otherwise indicated. 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. Wherever the words
"include", "includes" or "including" are used in this Agreement, they shall be
deemed to be followed by the words "without limitation". Words in the singular
include the plural, and words in the plural include the singular.
(e) This Agreement may be executed in multiple 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 taken together shall
constitute one and the same agreement.
(f) This Agreement (including the documents and instruments referred to
herein) (i) constitutes the entire agreement and supersedes all prior agreements
and understandings, both written and oral, among the
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parties with respect to the subject matter hereof and (ii) is not intended to
confer upon any person other than the parties hereto any rights or remedies
hereunder.
(g) This Agreement shall be governed by, and construed in accordance with,
the Laws of the State of Delaware, regardless of the Laws that might otherwise
govern under applicable principles of conflict of Law.
(h) Except as otherwise required by Law, court process or the rules of a
national securities exchange or the Nasdaq National Market or as contemplated or
provided in the Merger Agreement, for so long as this Agreement is in effect, no
Stockholder shall issue or cause the publication of any press release or other
public announcement with respect to the transactions contemplated by this
Agreement or the Merger Agreement without the consent of Parent, which consent
shall not be unreasonably withheld.
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IN WITNESS WHEREOF, each of Parent and Purchaser has caused this Agreement
to be signed by its officer or director there unto duly authorized and each
Stockholder has signed this Agreement, all as of the date first written above.
SOLUTION 6 HOLDINGS, LIMITED
By:
/s/ XXXXXX X. XXXXXXXXXX
------------------------------------
Name: Xxxxxx X. Xxxxxxxxxx
------------------------------------
Title: CFO
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EIG ACQUISITION CORP.
By:
/s/ XXXXXX X. XXXXXXXXXX
------------------------------------
Name: Xxxxxx X. Xxxxxxxxxx
------------------------------------
Title: CFO
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STOCKHOLDERS:
See attached signature pages
ACKNOWLEDGED AND AGREED TO AS TO
SECTION 9:
ELITE INFORMATION GROUP, INC.
By:
/s/ XXXXXXXXXXX X. XXXXX
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Name: Xxxxxxxxxxx X. Xxxxx
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Title: CEO
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SIGNATURE PAGE
TO
STOCKHOLDERS AGREEMENT
This Signature Page to the Stockholders Agreement, dated as of December 14,
1999 (the "Agreement"), by and among Solution 6 Holdings, Limited, a New South
Wales, Australia corporation, EIG Acquisition Corp., a Delaware corporation, and
certain other persons, is hereby executed by the undersigned as a "Stockholder"
thereunder as of the date first set forth above.
PAR Investment Partners, L.P.
By: PAR Group, L.P., General Partner
By: PAR Capital Management,
Inc.,
General Partner
By:
/s/ XXXXXX X. XXXXX III
--------------------------------
Name: Xxxxxx X. Xxxxx III
--------------------------------
Title: Vice President, PAR
Capital
Management, Inc.
--------------------------------
/s/ XXXXXXXXXXX X. XXXXX
------------------------------------
Printed Name: Xxxxxxxxxxx X. Xxxxx
------------------------------------
/s/ XXXXXXX X. XXXXXXX
------------------------------------
Printed Name: Xxxxxxx X. Xxxxxxx
------------------------------------
/s/ XXXXX XXXXXXX
------------------------------------
Printed Name: Xxxxx Xxxxxxx
------------------------------------
/s/ XXXXX X. XXXXXX
------------------------------------
Printed Name: Xxxxx X. Xxxxxx
------------------------------------
/s/ XXXXX XXXXX
------------------------------------
Printed Name: Xxxxx Xxxxx
------------------------------------
/s/ XXXX XXXX
------------------------------------
Printed Name: Xxxx Xxxx
------------------------------------
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SCHEDULE A
NUMBER OF
SHARES OF
COMMON NUMBER OF
NAME AND ADDRESS STOCK OPTIONS
---------------- --------- ---------
Xxxxxxxxxxx X. Xxxxx........................................ 5,000 195,000
Chairman & CEO
Elite Information Group, Inc.
0000 X. Xxxxxxxx Xx. #000
Xxx Xxxxxxx, XX 00000
Business Phone: (000) 000-0000
Xxxxxx X. Xxxxx III, Vice President......................... 1,220,300 5,000
PAR Capital Management
Xxx Xxxxxxxxx Xxxxxx #0000
Xxxxxx, XX 00000
Business Phone: (000) 000-0000
Xxxxx Xxxxxxx............................................... -- 25,000
Chief Financing Officer
Elite Information Group, Inc.
0000 X. Xxxxxxxx Xx. #000
Xxx Xxxxxxx, XX 00000
Business Phone: (000) 000-0000
Xxxx Xxxx, Chairman......................................... -- 5,000
Elite Information Systems, Inc.
0000 Xxxxxxxx Xxxx
Xxx Xxxxxxx, XX 00000
Business Phone: (000) 000-0000
Xxxxxxx X. Xxxxxxx.......................................... 436,622 3,000
PriMax Properties
0000 Xxxx Xxxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000-0000
Business Phone: (000) 000-0000 x00
Xxxxx X. Xxxxxx, President.................................. 2,000 81,666
Investment Management Partners II, Inc.
00 Xxxxxxx Xxxxxx Xxxx
Xxxxxxx Xxxxx, XX 00000
Business Phone: (000) 000-0000
Xxxxx Xxxxx................................................. 20,000 3,000
KeyCorp
000 Xxxxxx Xxxxxx
Xxxxxxxxx, XX 00000-0000
Business Phone: (000) 000-0000
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SCHEDULE B
EXCEPTIONS
1. Some or all of the Shares held by Xxxxxxx X. Xxxxxxx are pledged to Bank
of America as security for loans. The obligations of Xxxxxxx X. Xxxxxxx under
this Agreement with respect to such Shares are subject to the rights of Bank of
America as pledgee of such Shares. Xxxxxxx X. Xxxxxxx agrees to use commercially
reasonable efforts to cause Bank of America to permit him to perform his
obligations hereunder with respect to such pledged Shares, including the tender
or sale thereof. Nothing in this Agreement shall require Xxxxxxx X. Xxxxxxx to
breach his obligations to Bank of America with respect to such pledged Shares.
