EXECUTION COPY
VOTING AGREEMENT
THIS VOTING AGREEMENT
(“ Agreement ”)
is made and entered into as of the ____ day of September, 2005, by
and between Syntellect Inc., a Delaware corporation (“
Parent ”), and each of the shareholders listed on the
signature page hereof (“ Shareholder ”). Terms
used but not defined herein shall have the meanings ascribed to
them in the Merger Agreement.
WHEREAS , Apropos Technology, Inc., an Illinois
corporation (the “ Company ”), and Parent have
entered into an Agreement and Plan of Merger, dated as of the date
hereof (as the same may be amended or supplemented, the “
Merger Agreement ”), providing for the merger of a
wholly-owned subsidiary of Parent with and into the Company (the
“ Merger ”) upon the terms and subject to the
conditions set forth in the Merger Agreement;
WHEREAS , Shareholder beneficially owns the number of
common shares, par value $.01 per share, of the Company (“
Company Common Stock ”) set forth opposite its name on
the signature page hereof (the “ Subject Shares
”); and
WHEREAS , as a condition to entering into the Merger
Agreement, Parent has requested that Shareholder enter into this
Agreement, pursuant to which Shareholder shall, among other things,
vote to approve and adopt the Merger Agreement and the Merger in
accordance with the terms hereof and thereof.
NOW, THEREFORE
, in consideration of the premises
and promises contained herein, the parties agree as set forth
below.
(a) Subject to
Section 5 hereof, and without in any way limiting
Shareholder’s right to vote the Subject Shares in its sole
discretion on any other matters that may be submitted to a
Shareholder vote, consent or other approval (including by written
consent), at any meeting of the shareholders 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 written consent) with
respect to the Merger and the Merger Agreement is sought,
Shareholder shall vote (or cause to be voted) the Subject Shares in
favor of the approval of the Merger Agreement and the
Merger.
(b) At any meeting
of shareholders of the Company or at any adjournment thereof or in
any other circumstances upon which a vote, consent or other
approval is sought from the shareholders of the Company,
Shareholder shall vote (or cause to be voted) the Subject Shares
against (i) any merger agreement or merger, consolidation,
combination, sale of substantial assets (other than the Merger or a
similar transaction with Parent), reorganization, recapitalization,
dissolution, liquidation or winding up of or by the Company or any
other alternative proposal or any other disposition of any shares
of Company Common Stock or any interest therein or any similar
transaction (collectively, “ Alternative Transactions
”) or (ii) any amendment of the Company’s Articles 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 delay, impede,
frustrate, prevent or nullify the Merger or change in any manner
the voting rights of the shareholders of the Company or any of the
other transactions contemplated by the Merger Agreement
(collectively, “ Frustrating Transactions ”),
including in each case any transaction or proposal in furtherance
of or that would facilitate such Alternative Transaction or
Frustrating Transaction, as the case may be.
2.
Representations and Warranties of Shareholder . Shareholder
hereby represents and warrants to Parent as follows:
(a)
Authority . Shareholder has all requisite power and
authority to execute and deliver this Agreement and to perform and
consummate the transactions contemplated hereby. The execution,
delivery and performance of this Agreement and the consummation of
the transactions contemplated hereby have been duly authorized by
Shareholder. This Agreement has been duly executed and delivered by
Shareholder and, assuming this Agreement constitutes a valid and
binding obligation of Parent, constitutes a valid and binding
obligation of Shareholder, enforceable against Shareholder in
accordance with its terms.
(b) Consent and
Approvals . The execution, delivery or performance of this
Agreement by Shareholder and the consummation by Shareholder of the
transactions contemplated hereby do not and will not
(i) require any filing by Shareholder with, or require
Shareholder to obtain any permit, authorization, consent or
approval of a governmental entity, (ii) conflict with or
result in any breach of any provision of the organizational
documents of Shareholder, if Shareholder is not a natural person,
(iii) result in a violation or breach of, or constitute (with
or without due notice or lapse of time or both) a default under any
of the terms, conditions or provisions of any contract, to which
Shareholder is a party or result in the creation of any Lien (as
defined in the Merger Agreement) upon the Shares other than any
Lien created pursuant to this Agreement or restrictions on transfer
under applicable securities laws, or (iv) violate any
judgment, order, writ, preliminary or permanent injunction or
decree or any statute, law, ordinance, rule or regulation of any
Governmental Authority (as defined in the Merger Agreement)
applicable to Shareholder or the Subject Shares.
(c) The
Shares . The Subject Shares and the certificates representing
such Shares are now, and at all times during the term of this
Agreement will be, held by such Shareholder, or by a nominee or
custodian for the benefit of such Shareholder, and Shareholder has
good and marketable title to such Shares, free and clear of any
Liens (other than any Lien created pursuant to this Agreement or
restrictions on transfer under applicable securities laws),
proxies, voting trusts or agreements, understandings or
arrangements of
