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Voting Agreement - DOC

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Voting Agreement under which existing shareholders agree to vote for certain directors, in order to induce new investors to invest in stock and warrant offering

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									                                     Voting Agreement
         This VOTING AGREEMENT (this “Agreement”) is made as of the ____ day of
__________, by and between
         (the “Company”), the investors listed on Schedule A annexed hereto (together with
successors, permitted assigns and transferees thereof, the “Investors”) and the other individuals
or entities (the “Principal Stockholders”) signatory hereto.

       WHEREAS, each of the Principal Stockholders beneficially owns the number of shares
of common stock, par value $.         per share, of the Company (the “Common Stock”) set forth
opposite such Principal Stockholder’s respective name in Schedule B annexed hereto; and

       WHEREAS, pursuant to that certain Common Stock and Warrant Purchase Agreement,
dated as of even date herewith (the “Purchase Agreement”), the Investors have purchased
               shares of Common Stock (the "Purchased Shares") and warrants (the “Warrants”)
to purchase                           shares of the Common Stock; and

       WHEREAS, to induce the Investors to purchase the Purchased Shares and the Warrants;

       NOW, THEREFORE, in consideration of the premises, mutual covenants and agreements
contained herein, and for other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties agree as follows:

       1. Board Representation; Observer Rights.

            (a) Board Representation. For so long as the Investors hold, in the aggregate, at least
                        shares of Common Stock (as adjusted for stock splits, stock dividends,
recapitalizations and similar events), then (i) the Investors (a “Preferred Majority”) holding a
majority of the shares of Common Stock represented by (A) the Purchased Shares and/or (B) the
shares of Common Stock issued upon exercise of the Warrants, shall be entitled to designate two
members of the Company’s Board of Directors (the “Board”), both of whom shall also serve as
members of the Company’s Compensation Committee, (ii)
                                      shall serve as at least one of the other members of the
Board, and (iii) and the Board shall consist of no more than five members. If neither
                                      is elected to serve as one of the members of the Board, a
Preferred Majority shall be entitled to designate three members of the Board. A Preferred
Majority may remove any representative designated by the Investors and appoint a substitute
representative at any time by delivering written notice of the substitution to the Board.

           (b) Observer Rights. In addition to the rights contained in Section 1(a), for so long as
the Investors hold, in the aggregate,                         shares of Common Stock (as
adjusted for stock splits, stock dividends, recapitalizations and similar events), then a Preferred
Majority shall be entitled to designate one person to act as an observer to attend any meeting of
the Board. Such observer shall be entitled to receive all notices relating to meetings of the Board
as well as any documentation distributed to members of the Board prior to or at any meeting of
the Board at the time such materials are distributed to the members of the Board. If no observer
has been designated at the time notice of any meeting or any documentation with respect thereto
is to be sent to members of the Board, such notice and documentation shall be sent to the
Investors as provided in Section 3(e) hereto.

       2. Voting Agreement; Irrevocable Proxy.

            (a) Voting Agreement. Each of the Principal Stockholders shall (i) vote his, her or its
shares of capital stock of the Company (whether now owned or hereafter acquired), and (ii) if
such Principal Stockholder is also a director of the Company, shall vote as a director, as required
(including, without limitation, by amending the Company’s Certificate of Incorporation and/or
By-Laws, if necessary), in order to effect the Board composition described in Secti
								
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