EXHIBIT 2.1
AGREEMENT AND PLAN OF MERGER
This Agreement and Plan of Merger, dated as of October 29, 1997, pursuant
to Sections 252 and 253 of the General Corporation Law of Delaware and Sections
104 through 109 of the Companies ▇▇▇ ▇▇▇▇ of Bermuda (this "Agreement"), is
among Intelect Communications Systems Limited, a Bermuda company (the
"Company"), Intelect Communications, Inc., a Delaware corporation formed by the
Company as a direct and wholly-owned subsidiary of the Company ("Intelect
(Delaware)"), and Intelect Merger Co., a Delaware corporation to be formed by
Intelect (Delaware) as a direct and wholly-owned subsidiary of Intelect
(Delaware) ("Merger Co.").
WHEREAS, the Boards of Directors of Intelect (Delaware), Merger Co., and
the Company each have determined that it is in furtherance of and consistent
with their respective long-term business strategies and is fair to and in the
best interests of their respective shareholders for Merger Co. to merge with and
into the Company (the "Merger") upon the terms and subject to the conditions of
this Agreement;
WHEREAS, the Boards of Directors and shareholders of Intelect (Delaware)
and Merger Co. have unanimously approved the Merger upon the terms and subject
to the conditions of this Agreement;
WHEREAS, for federal income tax purposes, it is intended that the Merger
(as defined herein) shall qualify as a reorganization within the meaning of
Section 368(a) of the United States Internal Revenue Code of 1986, as amended
(the "Code");
NOW, THEREFORE, in consideration of the foregoing premises and the
undertakings herein contained and for other good and valuable consideration the
receipt and sufficiency of which is hereby acknowledged, the parties agree as
follows:
ARTICLE I
THE MERGER
1.1 THE MERGER; EFFECTIVE DATE OF THE MERGER. Upon the terms and
conditions of this Agreement and in accordance with The Companies Act 1981 of
Bermuda, as amended (the "Bermuda Act") and the Delaware General Corporation Law
(the "DGCL"), Merger Co. shall be merged ("amalgamated" under Bermuda law) with
and into the Company at the Effective Date (as hereinafter defined) (the
"Merger"). The Merger shall become effective as of the date indicated in a
certificate of amalgamation (the "Certificate of Merger"), prepared and executed
in accordance with the relevant provisions of the Bermuda Act and the DGCL, that
is filed with the Registrar of Companies pursuant to the Bermuda Act and the
Delaware Secretary of State (the "Effective Date"). The filing of the
Certificate of Merger shall be made upon, or as soon as practicable after, the
closing of the Merger (the "Closing").
1.2 EFFECTS OF THE MERGER.
(a) At the Effective Date: (i) Merger Co. shall be merged with and
into the Company, the separate existence of Merger Co. shall cease and the
Company shall continue as the surviving corporation (Merger Co. and the
Company are sometimes referred to herein as the "Constituent Corporations"
and the Company is sometimes referred to herein as the "Surviving
Corporation"); (ii) the Memorandum of Association of the Company as in
effect immediately prior to the Effective Date shall be the Memorandum of
Association of the Surviving Corporation; and (iii) the Bye-laws of the
Company as in effect immediately prior to the Effective Date shall be the
Bye-laws of the Surviving Corporation.
(b) The individuals listed on Exhibit A hereto shall, from and after
the Effective Date, be the initial directors and officers of the Surviving
Corporation and shall serve until their successors have been duly elected
or appointed and qualified or until their earlier death, resignation or
removal in accordance with the Surviving Corporation's Memorandum of
Association and Bye-laws.
(c) The Merger shall have such other effects as specified in Section
109 of the Bermuda Act. On the Effective Date (i) the Merger shall become
effective, (ii) the property of the Company and Merger
Co. shall become the property of the Surviving Corporation, (iii) the
Surviving Corporation shall become liable for the obligations of the
Company and Merger Co., (iv) any existing cause of action or claim
against, or liability or prosecution of, the Company and Merger Co. shall
be unaffected and shall be assumed by the Surviving Corporation, (v) any
civil, criminal or administrative action or proceeding pending by or
against the Company or Merger Co. may be continued to be prosecuted by or
against the Surviving Corporation, and (vi) a conviction against, or
ruling, order or judgment in favor of or against, the Company or Merger
Co. may be enforced by or against the Surviving Corporation.
ARTICLE II
EFFECT OF THE MERGER ON THE CAPITAL STOCK OF THE
CONSTITUENT CORPORATIONS; EXCHANGE OF CERTIFICATES
2.1 EFFECT ON CAPITAL STOCK. At the Effective Date, by virtue of the
Merger and without any action on the part of Intelect (Delaware), the
Constituent Corporations or their respective shareholders,
(a) CAPITAL STOCK OF MERGER CO. Each issued and outstanding share of
the capital stock of Merger Co. shall be converted into and become one
fully paid and nonassessable ordinary share, par value $0.01 per share, of
the Surviving Corporation.
(b) EXCHANGE RATIO FOR COMPANY COMMON SHARES. Each share of Company
Common Shares issued and outstanding immediately prior to the Effective
Date (other than Dissenting Shares (as hereinafter defined)) shall be
converted into one (1) share of common stock, par value $0.01 per share,
of Intelect (Delaware) ("Intelect (Delaware) Common Shares"). All such
shares of Company Common Shares, when so converted, shall no longer be
outstanding and shall automatically be canceled and retired and shall
cease to exist, and each holder of a certificate representing any such
shares shall cease to have any rights with respect thereto, except the
right to receive the shares of Intelect (Delaware) Common Shares.
(c) EXCHANGE RATIO FOR COMPANY PREFERRED SHARES. Each share of
Company 10% Cumulative Convertible Preferred Stock, Series A, $.01 par
value (the "Company Preferred Shares") issued and outstanding immediately
prior to the Effective Date (other than Dissenting Shares (as hereinafter
defined)) shall be converted into one (1) share of 10% Cumulative
Convertible Preferred Stock, Series A, par value $0.01 per share, of
Intelect (Delaware) ("Intelect (Delaware) Preferred Shares"). All such
shares of Company Preferred Shares, when so converted, shall no longer be
outstanding and shall automatically be canceled and retired and shall
cease to exist, and each holder of a certificate representing any such
shares shall cease to have any rights with respect thereto, except the
right to receive the shares of Intelect (Delaware) Preferred Shares.
(d) INTELECT (DELAWARE) COMMON SHARES OUTSTANDING PRIOR TO THE
EFFECTIVE DATE. Each share of Intelect (Delaware) Common Shares issued and
outstanding immediately prior to the Effective Date shall remain
outstanding, but no payment or distribution shall be made with respect
thereto.
(e) ASSUMPTION OF STOCK OPTIONS. Each outstanding Company Stock
Option (as defined in Section 5.10) whether vested or unvested shall be
assumed by Intelect (Delaware) as provided in Section 3.5.
(f) NO FURTHER OWNERSHIP RIGHTS IN COMPANY COMMON SHARES. All
Intelect (Delaware) Common Shares issued upon the surrender for exchange
of Company Common Shares in accordance with the terms hereof, and all
Intelect (Delaware) Preferred Shares issued upon the surrender for
exchange of Company Preferred Shares in accordance with the terms hereof,
shall be deemed to have been issued in full satisfaction of all rights
pertaining to such Company Common Shares and Company Preferred Shares,
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respectively, subject, however, to the Surviving Corporation's obligation
to pay any dividends or make any other distributions with a record date
prior to the Effective Date that may have been declared or made by the
Company on such shares in accordance with the terms of this Agreement or
prior to the date hereof and which remain unpaid at the Effective Date,
and after the Effective Date there shall be no further registration of
transfers on the share transfer books of the Surviving Corporation of the
Company Common Shares or the Company Preferred Shares that were
outstanding immediately prior to the Effective Date. From and after the
Effective Date, the stock transfer books of the Company (but not of the
Surviving Corporation) shall be closed and no transfer of Company Common
Shares shall thereafter be made. If, after the Effective Date,
Certificates are presented to the Surviving Corporation for any reason,
they shall be canceled and exchanged as provided in this Article II.
(g) NO LIABILITY. Neither Intelect (Delaware) nor the Company shall
be liable to any holder of Company Common Shares, Company Preferred
Shares, Intelect (Delaware) Common Shares, or Intelect (Delaware)
Preferred Shares, as the case may be, for such shares (or dividends or
distributions with respect thereto) or cash in lieu of fractional Intelect
(Delaware) Common Shares or Intelect (Delaware) Preferred Shares delivered
to a public official pursuant to any applicable abandoned property,
escheat or similar law. Any amounts remaining unclaimed by holders of any
such shares on the day immediately preceding the day on which such amounts
would otherwise escheat to or become property of any governmental entity
shall, to the extent permitted by applicable law, become the property of
Intelect (Delaware) free and clear of any claims or interest of any such
holders or their successors, assigns or personal representatives
previously entitled thereto.
2.2 DISSENTING SHARES. Notwithstanding anything in this Agreement to the
contrary, Company Common Shares or Company Preferred Shares that are issued and
outstanding immediately prior to the Effective Date and which are held by
shareholders who have properly exercised appraisal rights with respect thereto
under the Bermuda Act (the "Dissenting Shares") shall not be converted into or
represent the right to receive Intelect (Delaware) Common Shares or Intelect
(Delaware) Preferred Shares, respectively, as provided in Section 2.1, but the
holders of Dissenting Shares shall be entitled to receive such payment of the
appraised value of such shares held by them from the Surviving Corporation as
shall be determined pursuant to the Bermuda Act; provided, however, that if any
such holder shall have failed to perfect or shall withdraw or lose the right to
appraisal and payment under the Bermuda Act, each such holder's shares shall
thereupon be deemed to have been converted as of the Effective Date into the
right to receive Intelect (Delaware) Common Shares or Intelect (Delaware)
Preferred Shares, respectively, without any interest thereon, as provided in
Section 2.1, and such shares shall no longer be Dissenting Shares. Any payments
relating to Dissenting Shares shall be made solely by the Surviving Corporation
and no funds or other property have been or will be provided by Intelect
(Delaware) or any of its other direct or indirect subsidiaries for such payment.
2.3 EXCHANGE OF COMPANY SHARES FOR INTELECT (DELAWARE) SHARES. On the
Effective Date: (i) certificates which immediately prior to the Effective Date
represented Company Common Shares will for all purposes be deemed to represent
the same number of Intelect (Delaware) Common Shares; and (ii) certificates
which immediately prior to the Effective Date represented Company Preferred
Shares will for all purposes be deemed to represent the same number of Intelect
(Delaware) Preferred Shares. The Nasdaq National Market will consider the
delivery of existing stock certificates representing Common Shares of the
Company as constituting "good delivery" of Intelect (Delaware) Common Shares in
transactions subsequent to the Merger. It will not be necessary for holders of
Company Common Shares to exchange their existing stock certificates for stock
certificates of Intelect (Delaware) Common Shares.
ARTICLE III
ADDITIONAL AGREEMENTS
3.1 PREPARATION OF S-4 AND THE PROXY STATEMENT. Intelect (Delaware) has
filed with the Securities and Exchange Commission (the "SEC") the Proxy
Statement and the S-4, in which the Proxy Statement will be included
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as a prospectus. Intelect (Delaware) shall use its reasonable best efforts to
have the S-4 declared effective under the Securities Act of 1933, as amended
(the "Securities Act"), as promptly as practicable after such filing. Intelect
(Delaware) shall use its reasonable best efforts to cause the Proxy Statement to
be mailed to shareholders of the Company at the earliest practicable date.
Intelect (Delaware) shall use its reasonable best efforts to obtain all
necessary state securities laws or "blue sky" permits, approvals, and
registrations in connection with the issuance of Intelect (Delaware) Common
Shares in the Merger and upon the exercise of the Company Stock Options (as
defined herein) and the Company shall furnish all information concerning the
Company and the holders of the Company Common Shares, including financial
statements required by Form S-4 and the proxy rules under the U.S. Securities
Exchange Act of 1934 as may be reasonably requested in connection with obtaining
such permits, approvals and registrations.
3.2 SHAREHOLDERS MEETINGS. The Company shall call a meeting of its
shareholders (respectively, the "Company Shareholder Meeting") to be held as
promptly as practicable after the date hereof for the purpose of voting upon
this Agreement and the Merger.
3.3 LISTING. Intelect (Delaware) shall use its reasonable best efforts to
cause the Intelect (Delaware) Common Shares to be issued in the Merger, the
Intelect (Delaware) Common Shares issuable upon exercise of warrants (as
described in Section 3.6) and the Intelect (Delaware) Common Shares issuable
upon exercise of the Company Stock Options and issuable under the Company Stock
Option Plan to be approved for trading on the Nasdaq National Market, subject to
official notice of issuance, prior to the Closing Date.
3.4 BOARD OF DIRECTORS AND OFFICERS AT THE EFFECTIVE DATE. Intelect
(Delaware) shall take all necessary action so that as of the Effective Date the
directors of Intelect (Delaware) shall only be those individuals identified as
directors on Exhibit A hereto and the officers of Intelect (Delaware) shall only
be those individuals identified as officers on Exhibit A hereto, except to the
extent any such individual is unwilling or unable to serve in such capacity.
3.5 STOCK OPTIONS; RESERVATION AND REGISTRATION OF SHARES.
(a) At the Effective Date, each outstanding option to purchase the
Company Common Shares and any stock appreciation rights related thereto
that have been granted pursuant to the Company's Stock Incentive Plan (a
"Company Stock Option"), whether vested or unvested, shall be assumed by
Intelect (Delaware). Each such option shall be deemed to constitute an
option to acquire, on the same terms and conditions as were applicable
under such Company Stock Option, a number of Intelect (Delaware) Common
Shares equal to the number of Company Common Shares purchasable pursuant
to such Company Stock Option at a price per share equal to the per-share
exercise price for the Company Common Shares purchasable pursuant to such
Company Stock Option; provided, however, that in the case of any option to
which Section 421 of the Code applies by reason of its qualification under
any of Sections 422-424 of the Code, the option price, the number of
shares purchasable pursuant to such option and the terms and conditions of
exercise of such option shall be determined in order to comply with
Section 424(a) of the Code; and provided further, that the number of
Intelect (Delaware) Common Shares that may be purchased upon exercise of
such Company Stock Option shall not include any fractional share and, upon
exercise of such Company Stock Option, a cash payment shall be made for
any fractional share based upon the closing price of Intelect (Delaware)
Common Shares on the Nasdaq National Market or, if then traded on an
exchange, such exchange, on the last trading day of the calendar month
immediately preceding the date of exercise.
(b) Intelect (Delaware) shall take all corporate action necessary to
reserve for issuance a sufficient number of Intelect (Delaware) Common
Shares for delivery upon exercise of the Company Stock Options. As soon as
practicable after the Effective Date, Intelect (Delaware) shall file with
the SEC a post-effective amendment to the existing Forms S-8 and S-3s
pursuant to Rule 414 of the Securities Act, or a registration statement on
Form S-8 (or any successor form) or another appropriate form with respect
to the
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Intelect (Delaware) Common Shares subject to the Company Stock Options and
shall use its best efforts to maintain the effectiveness of such
registration statement or registration statements (and maintain the
current status of the prospectus or prospectuses contained therein) for so
long as the Company Stock Options remain outstanding.
3.6 TREATMENT OF WARRANTS. All warrants for Company Common Shares validly
existing and outstanding on the Effective Date will become obligations of
Intelect (Delaware). Each warrant assumed by Intelect (Delaware) will continue
to have, and be subject to, the same terms and conditions set forth in such
warrant in effect immediately prior to the Effective Date. Each such warrant
will be exercisable for that number of Intelect (Delaware) Common Shares which
the holder of such warrant would have been entitled to receive pursuant to the
Merger had such holder exercised such warrant in full immediately prior to the
Effective Date and elected to receive Intelect (Delaware) Common Shares in
exchange for Company Common Shares in the Merger. Intelect (Delaware) will
assume any registration obligation covering such warrants and underlying common
shares until such warrants are exercised or expire.
3.7 TREATMENT OF REGISTRATION RIGHTS. All contractual agreements of the
Company outstanding on the Effective Date to register Company Common Shares will
become obligations of Intelect (Delaware) to register Intelect (Delaware) Common
Shares issuable pursuant to the Reorganization. The registration rights
agreements assumed by Intelect (Delaware) will continue to have, and be subject
to the same terms and conditions as are currently set forth in such agreements.
3.8 OTHER EMPLOYEE BENEFIT PLANS. At the Effective Date, Intelect
(Delaware) will assume all employee benefit plans sponsored by the Company (and
all obligations of the Company thereunder) in effect as of the Effective Date or
with respect to which employee rights or accrued benefits are outstanding as of
the Effective Date.
3.9 OTHER ACTIONS. Except as contemplated by this Agreement, neither
Intelect (Delaware) nor the Company shall, and shall not permit any of its
Subsidiaries to, take or agree or commit to take any action that is reasonably
likely to result in any of the conditions to the Merger set forth in Article IV
not being satisfied. Upon the terms and subject to the conditions set forth in
this Agreement, each of the parties hereto agrees to use its reasonable best
efforts to take or cause to be taken, all actions, and to do, or cause to be
done, and to assist and cooperate with the other parties in doing, all things
necessary, proper or advisable, to consummate and make effective, in the most
expeditious manner practicable, the Merger and the other transactions
contemplated by this Agreement.
3.10 REORGANIZATION. It is the intention of Intelect (Delaware) and the
Company that the Merger will qualify as a reorganization described in Section
368(a) of the Code (and any comparable provisions of applicable state or local
law). Neither Intelect (Delaware) nor the Company (nor any of their respective
Subsidiaries) will take or omit to take any action (whether before, on or after
the Closing Date) that would cause the Merger not to be so treated. The parties
will characterize the Merger as such a reorganization for purposes of all
returns and other filings.
ARTICLE IV
CONDITIONS PRECEDENT
4.1 CONDITIONS TO EACH PARTY'S OBLIGATION TO EFFECT THE MERGER. The
respective obligation of each party to effect the Merger shall be subject to the
satisfaction prior to the Closing Date of the following conditions:
(a) SHAREHOLDER APPROVAL. This Agreement and the Merger shall have
been approved and adopted by the affirmative vote of 75% of the Company
Common Shares present or represented by proxy and voting at a special
general meeting of Company shareholders at which a quorum is present in
person or by proxy, and by the affirmative vote of 75% of the Company
Preferred Shares present or represented
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by proxy and voting at a special general meeting at which a quorum is
present in person or by proxy, with the Company Common Shares and the
Company Preferred Shares voting separately as classes, and by the
shareholders of Intelect (Delaware) and Merger Co. in accordance with the
DGCL.
(b) DISSENTERS' RIGHTS. Holders exercising their rights of dissent
and appraisal under the Bermuda Act shall not, in the opinion of the Board
of Directors, represent an unacceptable cash cost in light of the
Company's current and anticipated cash requirements.
(c) LISTING. The Intelect (Delaware) Common Shares issuable to the
Company's shareholders pursuant to this Agreement and such other Intelect
(Delaware) Common Shares required to be reserved for issuance in
connection with the Merger shall have been authorized for trading on the
Nasdaq National Market, upon official notice of issuance.
(d) OTHER APPROVALS. All filings required to be made prior to the
Effective Date with, and all consents, approvals, permits and
authorizations required to be obtained prior to the Effective Date from
any governmental entity and from any necessary parties in connection with
the execution and delivery of this Agreement.
(e) S-4. The S-4 shall have become effective under the Securities
Act and shall not be the subject of any stop order.
(f) NO INJUNCTIONS OR RESTRAINTS. No temporary restraining order,
preliminary or permanent injunction or other order issued by any court of
competent jurisdiction or other legal restraint or prohibition preventing
the consummation of the Merger shall be in effect nor shall any proceeding
brought by a domestic administrative agency or commission seeking any of
the foregoing be pending; nor shall there be any action taken, or any
statute, rule, regulation, or order enacted, entered, enforced, or deemed
applicable to the Merger which makes the consummation illegal.
ARTICLE V
ABANDONMENT AND AMENDMENT
5.1 ABANDONMENT. At any time prior to the Effective Date, this Agreement
and Plan of Merger may be terminated and the Merger may be abandoned by the
Board of Directors of either the Company or Intelect (Delaware) or both,
notwithstanding approval of this Agreement and Plan of Merger by the
shareholders of the Company or Intelect (Delaware).
5.2. AMENDMENT. This Agreement and Plan of Merger may be amended by the
Boards of Directors of the Company and Intelect (Delaware) at any time prior to
the Effective Date, provided that an amendment made subsequent to the approval
to this Agreement and Plan of Merger by the shareholders of the Company shall
not (i) alter or change the amount or kink of shares, securities, cash, property
and/or rights to be received in exchange for or on conversion of all or any of
the shares of any class or series thereof of such corporation, (ii) alter or
change any term of the Certificate of Incorporation of Intelect (Delaware) to be
effected by the Merger, or (iii) alter or change any of the terms and conditions
of this Agreement and Plan of merger if such alteration or change would
adversely affect the holders of any class or series of the stock of such
corporation.
5.3 EFFECT OF ABANDONMENT. In the event of termination or abandonment of
this Agreement by either the Company or Intelect (Delaware) as provided in
Section 5.1, this Agreement shall forthwith become void and there shall be no
liability or obligation on the part of Intelect (Delaware), Merger Co. or the
Company.
5.4 EXTENSION; WAIVER. At any time prior to the Effective Date, the
parties hereto, by action taken or authorized by their respective Boards of
Directors, may, to the extent legally allowed: (i) extend the time for
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the performance of any of the obligations or other acts of the other parties
hereto; (ii) waive any inaccuracies in any representations and warranties
contained herein or in any document delivered pursuant hereto; and (iii)
waivecompliance with any of the agreements or conditions contained herein. Any
agreement on the part of a party hereto to any such extension or waiver shall be
valid only if set forth in a written instrument signed on behalf of such party.
ARTICLE VI
GENERAL PROVISIONS
6.1 INTERPRETATION. When a reference is made in this Agreement to
Sections, 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. Whenever the word "include," "includes" or "including" are used
in this Agreement, they shall be deemed to be followed by the words "without
limitation." The phrase "made available" in this Agreement shall mean that the
information referred to has been made available if requested by the party to
whom such information is to be made available. Unless the context otherwise
requires, "or" is disjunctive but not necessarily exclusive, and words in the
singular include the plural and in the plural include the singular.
6.2 COUNTERPARTS. This Agreement may be executed in two or more
counterparts, all of which shall be considered one and the same agreement and
shall become effective when two or more counterparts have been signed by each of
the parties and delivered to the other parties, it being understood that all
parties need not sign the same counterpart.
6.3 ENTIRE AGREEMENT; NO THIRD PARTY BENEFICIARIES. This Agreement
(together with any other documents and instruments referred to herein) (a)
constitutes the entire agreement and supersedes all prior agreements and
understandings, both written and oral, among the parties with respect to the
subject matter hereto and (b) is not intended to confer upon any person other
than the parties hereto any rights or remedies hereunder.
6.4 GOVERNING LAW. Except to the extent that the laws of Bermuda or the
State of Delaware are mandatorily applicable to the Merger or the internal
affairs of any of the parties, this Agreement shall be governed and construed in
accordance with the laws of the State of Delaware, without giving effect to the
principles of conflicts of law thereof.
6.5 SEVERABILITY. Each party agrees that, should any court or other
competent authority hold any provision of this Agreement or part hereof to be
null, void or unenforceable, or order any party to take any action inconsistent
herewith or not to take an action consistent herewith or required hereby, the
validity, legality and enforceability of the remaining provisions and
obligations contained or set forth herein shall not in any way be affected or
impaired thereby, unless the foregoing inconsistent action or the failure to
take an action constitutes a material breach of this Agreement or makes the
Agreement impossible to perform in which case this Agreement shall terminate as
if the parties mutually agreed under Section 5.1(a).
6.6 ASSIGNMENT. Neither this Agreement nor any of the rights, interests or
obligations hereunder shall be assigned by any of the parties hereto (whether by
operation of law or otherwise) without the prior written consent of the other
parties. 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.
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IN WITNESS WHEREOF, each party has caused this Agreement to be signed by
its respective officers thereunto duly authorized, all as of the date first
written above.
INTELECT (DELAWARE): INTELECT COMMUNICATIONS, INC.
(a Delaware corporation)
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Chairman of the Board
MERGER CO.: INTELECT MERGER CO.
(a Delaware corporation)
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Chairman of the Board
THE COMPANY: INTELECT COMMUNICATIONS SYSTEMS
LIMITED (a Bermuda corporation)
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
President and Chief Executive Officer
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