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Exhibit 99(d)(3)
TENDER AND VOTING AGREEMENT
TENDER AND VOTING AGREEMENT (this "AGREEMENT"), dated as of
August 12, 2002, by and among NRT Incorporated, a Delaware corporation
("PARENT"), Timber Acquisition Corporation, a Massachusetts corporation and
direct wholly-owned subsidiary of Parent ("PURCHASER"), and the stockholder of
the Company (as defined below) set forth on Schedule I hereto (the
"STOCKHOLDER").
WHEREAS, the Stockholder is, as of the date hereof, the record
and beneficial owner of the number of shares of common stock, par value $0.01
(the "COMMON STOCK"), of The DeWolfe Companies, Inc., a Massachusetts
corporation (the "COMPANY"), set forth opposite the name of the Stockholder on
Schedule I hereto;
WHEREAS, Parent, Purchaser and the Company have entered into
an Agreement and Plan of Merger, dated as of the date hereof (the "MERGER
AGREEMENT"), which provides, among other things, for Purchaser to commence a
tender offer for all of the issued and outstanding shares of the Common Stock
(the "OFFER") and the merger of Purchaser with and into the Company with the
Company continuing as the surviving corporation (the "MERGER") upon the terms
and subject to the conditions set forth in the Merger Agreement (capitalized
terms used herein without definition shall have the respective meanings given in
the Merger Agreement); and
WHEREAS, as a condition to the willingness of Parent and
Purchaser to enter into the Merger Agreement and as an inducement and in
consideration therefor, the Stockholder has agreed to enter into this Agreement.
NOW, THEREFORE, in consideration of the foregoing and the
mutual covenants and agreements set forth herein and in the Merger Agreement,
and intending to be legally bound hereby, the parties hereto agree as follows:
SECTION 1. REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDER.
The Stockholder hereby represents and warrants to Parent and
Purchaser as follows:
(a) The Stockholder is the record and beneficial owner of the
shares of Common Stock (such shares, as may be adjusted from time to time
pursuant to Section 7, collectively with any shares of Common Stock which the
Stockholder may acquire at any time on or after the date hereof during the term
of this Agreement, the "SHARES") set forth opposite the Stockholder's name on
Schedule I to this Agreement. For purposes of this Agreement, and subject to
Section 7, the term "Shares" does not include any option exercisable into Common
Stock. Schedule I lists separately all options, warrants or other rights to
purchase Common Stock issued to the Stockholder ("OPTIONS").
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(b) The Stockholder has the legal capacity to execute and
deliver this Agreement and to consummate the transactions contemplated hereby.
(c) This Agreement has been validly executed and delivered by
the Stockholder and constitutes the legal, valid and binding obligation of the
Stockholder, enforceable against the Stockholder in accordance with its terms,
except (i) as limited by applicable bankruptcy, insolvency, reorganization,
moratorium and other laws of general application affecting enforcement of
creditors' rights generally, and (ii) that the availability of the remedy of
specific performance or injunctive or other forms of equitable relief may be
subject to equitable defenses and would be subject to the discretion of the
court before which any proceeding therefor may be brought.
(d) Neither the execution and delivery of this Agreement nor
the consummation by the Stockholder of the transactions contemplated hereby will
result in a violation of, or a default under, or conflict with, any contract,
trust, commitment, agreement, understanding, arrangement or restriction of any
kind to which the Stockholder is a party or by which the Stockholder or the
Stockholder's assets are bound. The consummation by the Stockholder of the
transactions contemplated hereby will not violate, or require any consent,
approval, or notice under, any provision of any judgment, order, decree,
statute, law, rule or regulation applicable to the Stockholder.
(e) The Shares and the certificates representing the Shares
owned by the Stockholder are now, and at all times during the term hereof will
be, held by the Stockholder, or by a nominee or custodian for the benefit of the
Stockholder, free and clear of all liens, claims, security interests, proxies,
voting trusts or agreements, options, rights, understandings or arrangements or
any other encumbrances whatsoever on title, transfer, or exercise of any rights
of a stockholder in respect of such Shares (collectively, "ENCUMBRANCES"),
except for any such Encumbrances arising hereunder.
SECTION 2. REPRESENTATIONS AND WARRANTIES OF PARENT AND
PURCHASER.
Each of Parent and Purchaser hereby, jointly and severally,
represents and warrants to the Stockholder as follows:
(a) Each of Parent and Purchaser is a corporation duly
organized, validly existing and in good standing under the laws of the State of
Delaware and the Commonwealth of Massachusetts, respectively, and each of Parent
and Purchaser has all requisite corporate power and authority to execute and
deliver this Agreement and to consummate the transactions contemplated hereby,
and has taken all necessary corporate action to authorize the execution,
delivery and performance of this Agreement.
(b) This Agreement has been duly authorized, executed and
delivered by each of Parent and Purchaser, and constitutes the legal, valid and
binding obligation of each of Parent and Purchaser, enforceable against each of
them in accordance with its terms, except (i) as limited by applicable
bankruptcy, insolvency, reorganization, moratorium and other laws of general
application affecting enforcement of creditors' rights generally and (ii) that
the availability of the remedy of specific
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performance or injunctive or other forms of equitable relief may be subject to
equitable defenses and would be subject to the discretion of the court before
which any proceeding therefor may be brought.
SECTION 3. TENDER OF THE SHARES.
(a) The Stockholder hereby agrees that (a) the Stockholder
shall tender the Shares to Purchaser in the Offer as promptly as practicable,
and in any event no later than the fifth Business Day, following the
commencement of the Offer pursuant to Section 2.1 of the Merger Agreement, and
(b) the Stockholder shall not withdraw any Shares so tendered unless the Offer
is terminated or has expired without Purchaser purchasing all shares of Common
Stock validly tendered in the Offer.
(b) The Stockholder hereby agrees to the cancellation of each
outstanding option to purchase shares of Common Stock of the Company that is
held by such Stockholder, if any, immediately prior to the time of acceptance
for payment of the Shares by Purchaser in the Offer, in exchange for the
consideration described in Section 3.4 of the Merger Agreement. Notwithstanding
the foregoing, the amounts payable to the Stockholder in respect of his/her
Shares shall be reduced by the aggregate amount (including principal and
interest) of any and all loans or other indebtedness owed by the Stockholder to
the Company or any Company Subsidiary at the time of acceptance for payment of
the Shares by Purchaser in the Offer.
SECTION 4. TRANSFER OF THE SHARES.
(a) Prior to the termination of this Agreement, except as
otherwise provided herein, the Stockholder shall not: (a) transfer, assign,
sell, gift-over, pledge or otherwise dispose of, or consent to any of the
foregoing ("Transfer"), any or all of the Shares or any right or interest
therein; (b) enter into any contract, option or other agreement, arrangement or
understanding with respect to any Transfer; (c) grant any proxy,
power-of-attorney or other authorization or consent with respect to any of the
Shares; (d) deposit any of the Shares into a voting trust, or enter into a
voting agreement or arrangement with respect to any of the Shares; (e) exercise,
or give notice of an intent to exercise, any Options unless the Shares
underlying such Options become subject to this Agreement upon such Option
exercise; or (f) take any other action that would in any way restrict, limit or
interfere with the performance of the Stockholder's obligations hereunder or the
transactions contemplated hereby.
(b) The Stockholder agrees to surrender to the Company, or to
the transfer agent for the Company, certificates evidencing the Shares, and
shall cause the Company or the transfer agent for the Company to place the
following legend on any and all certificates evidencing the Shares:
THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE ARE SUBJECT
TO CERTAIN RESTRICTIONS ON TRANSFER PURSUANT TO THAT CERTAIN TENDER AND
VOTING AGREEMENT, DATED AS OF AUGUST 12, 2002, BY AND
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AMONG NRT INCORPORATED, TIMBER ACQUISITION CORPORATION AND THE
STOCKHOLDER. ANY TRANSFER OF SUCH SHARES OF COMMON STOCK IN VIOLATION
OF THE TERMS AND PROVISIONS OF SUCH AGREEMENT SHALL BE NULL AND VOID
AND OF NO EFFECT WHATSOEVER.
SECTION 5. GRANT OF IRREVOCABLE PROXY; APPOINTMENT OF PROXY.
(a) The Stockholder hereby irrevocably grants to, and
appoints, Parent and any designee thereof, the Stockholder's proxy and
attorney-in-fact (with full power of substitution), for and in the name, place
and stead of the Stockholder, to vote the Shares, or to grant a consent or
approval in respect of the Shares, in connection with any meeting of the
stockholders of the Company or any action by written consent in lieu of a
meeting of stockholders of the Company (i) in favor of the Merger or any other
transaction pursuant to which Parent or Purchaser proposes to acquire the
Company, whether by tender offer, merger, or otherwise, in which stockholders of
the Company would receive consideration per share of Common Stock equal to or
greater than the consideration to be received by such stockholders in the Offer
and the Merger, and/or (ii) against any action or agreement which would impede,
interfere with or prevent the Merger, including, but not limited to, any other
extraordinary corporate transaction, including a merger, acquisition, sale,
consolidation, reorganization or liquidation involving the Company and a third
party, or any other proposal of a third party to acquire the Company.
(b) The Stockholder represents that any proxies heretofore
given in respect of the Shares, if any, are revocable, and hereby revokes any
such proxies.
(c) The 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 the Stockholder under this Agreement. The
Stockholder hereby further affirms that the irrevocable proxy is coupled with an
interest and, except as set forth in this Section 5 or in Section 10, is
intended to be irrevocable in accordance with the provisions of Section 41 of
the Business Corporation Law of the Commonwealth of Massachusetts ("MBCL"). If
for any reason the proxy granted herein is not irrevocable, then the Stockholder
agrees to vote the Shares in accordance with Section 5(a) above as instructed by
Parent in writing. The parties agree that the foregoing is a voting agreement
created under Section 41A of the MBCL.
SECTION 6. PARENT OPTION.
(a) GRANT OF PARENT OPTION. Subject to the terms and
conditions set forth herein, the Stockholder hereby grants to Parent an option
("PARENT OPTION") to purchase for cash all, but not less than all, of the Common
Stock (including, without limitation, the Shares) beneficially owned or
controlled by the Stockholder as of the date hereof, or beneficially owned or
controlled by the Stockholder at any time hereafter (including, without
limitation, shares acquired by way of exercise of options, warrants or
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other rights to purchase Common Stock or by way of dividend, distribution,
exchange, merger, consolidation, recapitalization, reorganization, stock split,
grant of proxy or otherwise) by the Stockholder (as adjusted as set forth
herein) (the "OPTION SHARES") at a purchase price of $19.00 per Option Share, or
any higher price that may be paid in the Offer or the Merger (the "PURCHASE
PRICE").
(b) PARENT'S EXERCISE OF PARENT OPTION.
(i) Parent may exercise the Parent Option, in whole or
from time to time in part, by notice given to the Stockholder at any time
following (x) the failure of such Stockholder to tender the Shares into the
Offer no later than the fifth Business Day following the commencement of the
Offer or (y) any withdrawal of such Shares prior to the termination of this
Agreement in accordance with Section 10 hereof.
(ii) In the event Parent wishes to exercise the Parent
Option, Parent shall send to the Stockholder a written notice (a "NOTICE," the
date of which is hereinafter referred to as the "NOTICE DATE") specifying a
place and date at least three Business Days but not more than 30 days following
the Notice Date for the closing (the "CLOSING") of such purchase (the "CLOSING
DATE"); PROVIDED, however, that Parent may at any time before the Closing
withdraw the Notice and decline to exercise the Parent Option without prejudice
to its right to exercise the Parent Option at any time thereafter during the
term of the Agreement; and PROVIDED, FURTHER, that in the event that any
filings, permits, authorizations, consents or approvals may be required under
the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, Parent may
extend the Closing Date for such additional time as may be reasonably necessary
to prepare and file such filings, permits, authorizations, consents or approvals
as may be required by such laws and regulations, and for such additional time as
may be required for the expiration of any waiting periods (as such period may be
from time to time extended by any Governmental Entity) or to obtain any such
authorizations, consents or approvals. Parent shall not be under any obligation
to exercise the Parent Option, and may allow the Parent Option to terminate
without purchasing any Common Stock hereunder from the Stockholder.
(c) PAYMENT AND DELIVERY OF CERTIFICATES.
(i) On the Closing Date, Parent shall pay to the
Stockholder in immediately available funds by wire transfer to a bank account
designated by the Stockholder, an amount equal to the Purchase Price multiplied
by the number of Option Shares to be purchased from the Stockholder on such
Closing Date MINUS the aggregate amount (including principal and interest) of
any and all loans or other indebtedness owed by the Stockholder to the Company
or any Company Subsidiary at the time of acceptance for payment of the Shares by
Purchaser in the Offer.
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(ii) At the Closing, simultaneously with the delivery of
the Purchase Price for the Option Shares to be purchased at the Closing, the
Stockholder shall deliver to Parent a certificate or certificates representing
the Option Shares to be purchased at such Closing, which Option Shares shall be
free and clear of all Encumbrances, other than Encumbrances arising pursuant to
this Agreement. If at any time during the term of this Agreement the Company has
issued rights pursuant to a rights agreement, then each Option Share shall also
be deemed to include and represent such rights as are provided under such rights
agreement then in effect.
SECTION 7. CERTAIN EVENTS.
(a) In the event of any change in the Common Stock or Parent
Option by reason of a stock dividend, stock split, split-up, recapitalization,
reorganization, business combination, consolidation, exchange of shares, or any
similar transaction or other change in the capital structure of the Company
affecting the Common Stock or the acquisition of additional shares of Common
Stock or other securities or rights of the Company by the Stockholder (whether
through the exercise of any options, warrants or other rights to purchase shares
of Common Stock or otherwise): (i) the number of Shares owned by the Stockholder
shall be adjusted appropriately, (ii) the type and number of shares or
securities subject to the Parent Option, and the Purchase Price therefor, shall
be adjusted appropriately, and (iii) this Agreement and the obligations
hereunder shall attach to any additional shares of Common Stock or other
securities or rights of the Company issued to or acquired by the Stockholder.
(b) In the event that the Company shall (i) enter into an
agreement to consolidate with or merge into any Person, other than Parent or one
of Parent's subsidiaries, and shall not be the continuing or surviving
corporation of such consolidation or merger, or (ii) enter into an agreement to
permit any Person, other than Parent or one of Parent's subsidiaries, to merge
into the Company and the Company shall be the continuing or surviving
corporation, but, in connection with such merger, the Common Stock then
outstanding shall be changed into or exchanged for stock or other securities of
the Company or any other Person or cash or any other property or (iii)
liquidate, then, in the case of any of (i), (ii) or (iii), Parent or its
designee shall thereafter be entitled to receive upon exercise of the Parent
Option the securities or properties to which a holder of the number of Option
Shares then deliverable upon the exercise thereof will have been entitled to
receive upon such consolidation, merger or liquidation, and the Stockholder
shall use its best efforts to assure that the provisions hereof shall thereafter
be applicable, as nearly as reasonably may be practicable, in relation to any
securities or property thereafter deliverable upon exercise of the Parent
Option.
SECTION 8. ACQUISITION PROPOSALS; NON-SOLICITATION.
(a) ACQUISITION PROPOSALS. The Stockholder will notify Parent
and Purchaser immediately if any proposals are received by, any information is
requested from, or any negotiations or discussions are sought to be initiated or
continued with the Stockholder, or, to the Stockholder's knowledge, the Company,
the Company's officers,
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directors, employees, independent contractors, investment bankers, attorneys,
accountants or other agents, if any, in each case in connection with any
Acquisition Proposal or Acquisition Proposal Interest indicating, in connection
with such notice, the name of the Person indicating such Acquisition Proposal
Interest and the material terms and conditions of any proposals or offers. The
Stockholder agrees that it will immediately cease and cause to be terminated any
existing activities, discussions or negotiations with any parties conducted
heretofore with respect to any Acquisition Proposal Interest. The Stockholder
will keep Parent and Purchaser fully informed, on a current basis, of the status
and terms of any Acquisition Proposal Interest.
(b) NON-SOLICITATION. The Stockholder agrees to immediately
cease and cause to be terminated all existing discussions, negotiations and
communications with any Persons with respect to any Acquisition Proposal. Except
as provided in Section 6.2(b) of the Merger Agreement, the Stockholder shall
not, and shall not authorize or permit its Representatives to, directly or
indirectly, (i) initiate, solicit or knowingly encourage, or knowingly take any
action to facilitate the making of, any inquiry, offer or proposal which
constitutes, or is reasonably likely to, lead to any Acquisition Proposal, (ii)
participate in any discussions or negotiations regarding any Acquisition
Proposal or, in connection with any Acquisition Proposal, furnish to any Person
(other than Parent or any of its Affiliates or representative) any information
or data with respect to the Company or any Company Subsidiary or otherwise
relating to an Acquisition Proposal, or (iii) enter into any agreement with
respect to any Acquisition Proposal or approve or resolve to approve any
Acquisition Proposal. Any violation of the foregoing restrictions by the
Stockholder or the Stockholder's Representatives, whether or not the Stockholder
or Representative is so authorized by the Company and whether or not the
Stockholder or Representative is purporting to act on behalf of the Company, the
Stockholder or otherwise, shall be deemed to be a breach of this Agreement by
the Stockholder. It is understood that this Section 8 limits the rights of the
Stockholder only to the extent that the Stockholder is acting in the
Stockholder's capacity as a Stockholder. Nothing herein shall be construed as
preventing the Stockholder in its capacity as an officer or director of the
Company, from fulfilling the obligations of such office (including, subject to
the limitations contained in Sections 6.2(a) and (b) of the Merger Agreement,
the performance of obligations required by the fiduciary obligations of the
Stockholder acting solely in the Stockholder's capacity as an officer or
director).
(c) Each Stockholder agrees with respect to the Shares that
for a period of twelve months following the date hereof, in the event that this
Agreement is terminated in accordance with Section 10 hereof, the Stockholder
shall not agree to (i) tender such Shares into any tender offer, (ii) vote such
Shares in favor of any Acquisition Proposal, or (iii) grant any option in
connection with any Acquisition Proposal, in any such case pursuant to any
agreement ("SUBSEQUENT AGREEMENT") that does not provide as a term thereof that
such Subsequent Agreement shall terminate in the event of the termination of any
agreement between the Company and any other party relating to an Acquisition
Proposal.
SECTION 9. FURTHER ASSURANCES. The Stockholder shall, upon
request of Parent or Purchaser, execute and deliver any additional documents and
take such further
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actions as may reasonably be deemed by Parent or Purchaser to be necessary or
desirable to carry out the provisions hereof and to vest in Parent the power to
vote the Shares as contemplated by Section 5.
SECTION 10. TERMINATION. This Agreement, and all rights and
obligations of the parties hereunder, shall terminate immediately upon the
earlier of (a) six months following the termination of the Merger Agreement in
accordance with its terms or (b) the Effective Time; PROVIDED, however, that in
the event that, prior to the termination of this Agreement pursuant to the terms
hereof, Parent has delivered a Notice to the Stockholder pursuant to Section
6(b)(ii), this Agreement shall not terminate until 10 Business Days following
the Closing Date specified in such Notice, as such Closing Date may be extended
pursuant to Section 6(b)(ii); PROVIDED, FURTHER, however, that Sections 8 and 10
shall survive any termination of this Agreement.
SECTION 11. EXPENSES. All fees, costs and expenses incurred in
connection with this Agreement and the transactions contemplated hereby shall be
paid by the party incurring such fees, costs and expenses.
SECTION 12. PUBLIC ANNOUNCEMENTS.
(a) Prior to the Closing, the Stockholder, Parent and
Purchaser agree that it will not issue any press release or otherwise make any
public statement with respect to this Agreement or the transactions contemplated
hereby without the prior consent of the other parties, which consent shall not
be unreasonably withheld or delayed; provided, however, that such disclosure may
be made without obtaining such prior consent if (i) the disclosure is required
by law or is required by any regulatory authority, including but not limited to
the New York Stock Exchange, the American Stock Exchange and any other national
securities exchange, trading market or inter-dealer quotation system on which
the Shares trade, and (ii) the party making such disclosure has first used its
best efforts to consult with the other parties about the form and substance of
such disclosure.
(b) After the Closing, the Stockholder agrees that it will not
issue any press release or otherwise make any public statement with respect to
this Agreement or the transactions contemplated hereby without the prior consent
of Parent or Purchaser; PROVIDED, however, that such disclosure may be made
without obtaining such prior consent if (i) the disclosure is required by law or
is required by any regulatory authority, including but not limited to the New
York Stock Exchange, the American Stock Exchange and any other national
securities exchange, trading market or inter-dealer quotation system on which
the Shares trade, and (ii) the party making such disclosure has first used its
best efforts to consult with the other parties about the form and substance of
such disclosure.
SECTION 13. MISCELLANEOUS.
(a) NOTICES. All notices and other communications hereunder
shall be in writing and shall be deemed given if delivered personally,
telecopied (which is
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confirmed) or sent by a nationally recognized overnight courier service, such as
Federal Express (providing proof of delivery), to the parties at the following
addresses (or at such other address for a party as shall be specified by like
notice):
If to the Stockholder, at the address set forth opposite the name of
the Stockholder on Schedule 1 hereto:
with a copy to:
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
One Financial Center
Boston, Massachusetts 02110
Attention: Richard R. Kelly, Esq.
Telephone: (617) 348-1668
Facsimile: (617) 542-2241
and
If to Parent or Purchaser, to:
NRT Incorporated
339 Jefferson Road
Parsippany, NJ 07054
Attention: Ken Hoffert, Esq.
Telephone: (973) 240-5000
Facsimile: (973) 240-5241
with a copy to:
Skadden, Arps, Slate, Meagher & Flom LLP
Four Times Square
New York, New York 10036
Attention: Thomas W. Greenberg, Esq.
Telephone: (212) 735-3000
Facsimile: (212) 735-2000
(b) HEADINGS. 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.
(c) ENTIRE AGREEMENT. This Agreement, the Merger Agreement and
any other documents and instruments referred to herein and therein, constitute
the entire agreement among the parties with respect to the subject matter hereof
and thereof and supersede all other prior agreements and understandings, both
written and oral, among the parties or any of them with respect to the subject
matter hereof and thereof.
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(d) GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the laws of the State of Delaware, without giving
effect to the principles of conflicts of law thereof.
(e) ASSIGNMENT. This Agreement shall not be assigned by any of
the parties hereto (whether by operation of law or otherwise) without the prior
written consent of the other parties, except that Purchaser may assign, in its
sole discretion and without the consent of any other party, any or all of its
rights, interests and obligations hereunder to Parent and/or one or more direct
or indirect wholly-owned Subsidiaries of Parent (each, an "ASSIGNEE"). Any such
Assignee may thereafter assign, in its sole discretion and without the consent
of any other party, any or all of its rights, interests and obligations
hereunder to one or more additional Assignees. Subject to the preceding
sentence, but without relieving any party hereto of any obligation hereunder,
this Agreement will be binding upon, inure to the benefit of and be enforceable
by the parties and their respective successors and assigns.
(f) SEVERABILITY. If any term or other provision of this
Agreement is invalid, illegal or incapable of being enforced by rule of law or
public policy, all other conditions and provisions of this Agreement shall
nevertheless remain in full force and effect so long as the economic or legal
substance of the Transactions is not affected in any manner adverse to any
party. Upon such determination that any term or other provision is invalid,
illegal or incapable of being enforced, the parties hereto shall negotiate in
good faith to modify this Agreement so as to effect the original intent of the
parties as closely as possible in an acceptable manner to the end that the
Transactions are fulfilled to the extent possible.
(g) SPECIFIC PERFORMANCE. The parties hereto acknowledge that
money damages would be an inadequate remedy for any breach of this Agreement by
any party hereto, and that the obligations of the parties hereto shall be
enforceable by any party hereto through injunctive or other equitable relief.
(h) AMENDMENT. No amendment, modification or waiver in respect
of this Agreement shall be effective against any party unless it shall be in
writing and signed by such party.
(i) COUNTERPARTS. This Agreement may be signed in
counterparts, which together shall constitute one original of this Agreement.
This Agreement shall become effective when each party hereto has received
counterparts thereof signed by the other parties hereto.
(j) BOARD APPROVAL. Effectiveness of this Agreement is
contingent upon the prior approval of the Company Board of Directors under
Chapters 110C and 110F of the MCRL.
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IN WITNESS WHEREOF, Parent, Purchaser and the Stockholder have
caused this Agreement to be duly executed and delivered as of the date first
written above.
NRT INCORPORATED
By:
---------------------------------------------
Name:
Title:
TIMBER ACQUISITION CORPORATION
By:
---------------------------------------------
Name:
Title:
RICHARD B. DEWOLFE
By:
---------------------------------------------
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SCHEDULE I
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<Table>
<Caption>
NAME AND TOTAL SHARES +
ADDRESS SHARES OPTIONS OPTIONS
- ------- ------ ------- -------
Richard B. DeWolfe 2,735,390 750,001 3,485,391
20 North Russell
Milton, MA 02186
</Table>