TERMINATION AGREEMENT
Exhibit
99.7
THIS
TERMINATION AGREEMENT (this "Termination Agreement") is made and entered into as
of this 15th day of
December, 2008, 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, and Xxxxxx X. Xxxxx (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 Persons’ 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 March 13,
2007 (the “Joint Filing Agreement”), pursuant to which the Reporting Persons
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
By:
/s/ Xxxxxx
Xxxx
Xxxxxx
Xxxx, Co-Managing
Member
|
WYNNEFIELD
PARTNERS SMALL CAP VALUE, L.P. I
By:
WYNNEFIELD CAPITAL MANAGEMENT LLC, its General Partner
By:
/s/ Xxxxxx
Xxxx
Xxxxxx
Xxxx, Co-Managing
Member
|
WYNNEFIELD
SMALL CAP VALUE OFFSHORE FUND, LTD.
By:
WYNNEFIELD CAPITAL, INC.
By: /s/
Xxxxxx Xxxx
Xxxxxx
Xxxx, President
|
WYNNEFIELD
CAPITAL MANAGEMENT, LLC
By:
/s/ Xxxxxx
Xxxx
Xxxxxx
Xxxx, Co-Managing
Member
|
WYNNEFIELD
CAPITAL, INC.
By:
/s/ Xxxxxx
Xxxx
Xxxxxx
Xxxx, President
|
CHANNEL
PARTNERSHIP II, L.P.
By: /s/
Xxxxxx Xxxx
Xxxxxx
Xxxx, General
Partner
|
/s/ Xxxxxx X. Xxxxxx
Xxxxxx
X. Xxxxxx
|
/s/ Xxxxxx Xxxx
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.
By: NS
ADVISORS, LLC
Its General
Partner
By: /s/ Xxxxxx X.
Xxxxx
Xxxxxx
X. Xxxxx, Manager
|
NORTH
STAR PARTNERS, II L.P.
By: NS
ADVISORS, LLC
Its General
Partner
By: /s/ Xxxxxx X.
Xxxxx
Xxxxxx
X. Xxxxx, Manager
|
CIRCLE
T. EXPLORER MASTER LIMITED
By: NS
ADVISORS, LLC
Its Portfolio
Manager
By: /s/ Xxxxxx X.
Xxxxx
Xxxxxx
X. Xxxxx, Manager
|
NS
ADVISORS, LLC
By: /s/ Xxxxxx X.
Xxxxx
Xxxxxx
X. Xxxxx, Manager
|
/s/ Xxxxxx X. Xxxxx
Xxxxxx
X. Xxxxx
|