Exhibit 99.2
VOTING AREEMENT
VOTING AGREEMENT, ("AGREEMENT") dated as of November 16, 1999 by and
between XXXXXX XXXXXX ("XXXXXX") and XXXXX LLC ("XXXXX").
W I T N E S S E T H
WHEREAS, Cakewalk LLC ("CAKEWALK") has entered into that certain
Contribution Agreement, dated as of October 29, 1999 (the "CONTRIBUTION
AGREEMENT") with XXXxxx.xxx, Inc. ("CDBEAT"), pursuant to which Cakewalk has
agreed to contribute and assign to CDBeat substantially all of the assets of
Cakewalk in exchange for 90% shares of the common stock of CDBeat; and
WHEREAS, upon the closing of the transactions contemplated by the
Contribution Agreement (the "CLOSING"), Xxxxxx shall be elected to the Board of
Directors of CDBeat;
WHEREAS, Dylan has entered into that certain Amendment Agreement, dated
as of November __, 1999, among and Atlantis Equities, Inc., an affiliate of
Dylan ("ATLANTIS"), Cakewalk and CDBeat, pursuant to which that certain Stock
Purchase Warrant, dated as of September 23, 1999 owned by Atlantis (the
"ATLANTIS WARRANT") will be amended and split into two warrants, one of which
will be assigned to Dylan and will require Dylan to pay to CDBeat $900,000 for
7,037,183 shares of CDBeat Stock issuable upon exercise of such warrant (the
"DYLAN STOCK"), and the other of which will be retained by Atlantis and will
require Atlantis to pay to CDBeat $100,000 to acquire 781,909 shares of CDBeat
Stock (the "ATLANTIS STOCK") and 762,064 options from CDBeat which shall be
exercisable at $2.50 each until December 31, 2000 (the "OPTIONS");
NOW, THEREFORE, in consideration of the foregoing, and of the mutual
promises and covenants contained herein, it is hereby agreed as follows:
1. BOARD REPRESENTATION. If, following the Closing, the Board of
Directors of CDBeat (the "CDBEAT BOARD") is expanded to seven (7) members, Dylan
shall have the right to designate two (2) representatives to the CDBeat Board
(the "DYLAN DESIGNEES"), and must consent to any expansion of the CDBeat Board.
Xxxxxx agrees to vote all shares beneficially owned by him in favor of the
election of the Dylan Designees to the CDBeat Board , and Dylan agrees to vote
all shares owned by it in favor of the election of Xxxxxx or his designee to the
CDBeat Board. The Dylan Designees shall be entitled to receive the same
compensation (stock options, fees, etc.) as are received by other non-management
CDBeat Board members.
2. DIRECTOR AND OFFICER INSURANCE. The parties agree to cause CDBeat
promptly to obtain Director and Officer insurance with a minimum of $3 million
of coverage, and use its best efforts to obtain $5 million of such coverage.
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3. GOVERNING LAW. This Agreement shall be governed and construed in
accordance with the laws of the State of New York applicable to agreements made
and to be performed entirely within such state.
4. COUNTERPARTS. The Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original as against any
party whose signature appears thereon, and all of which shall together
constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Voting Agreement on
the date set forth above.
/s/ Xxxxxx Xxxxxx
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Xxxxxx Xxxxxx
DYLAN LLC
By: /s/ Xxxxx Xxxxx
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Name: Xxxxx Xxxxx
Title: President
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