EXHIBIT 1
VOTING AGREEMENT
by and between
WOOD ALLIANCE, INC.
and
[ ]
Dated as of June 23, 2001
THIS VOTING AGREEMENT (this "Agreement") is made and entered into as of
June 23, 2001 by and between Wood Alliance, Inc., a California corporation
("Wood") and the undersigned (the "Stockholder").
WHEREAS, Wood and iPrint Technologies, inc., a Delaware corporation
("iPrint") propose to enter into an Agreement and Plan of Reorganization of even
date herewith (the "Reorganization Agreement," which term does not include any
amendment thereto which materially and adversely affects the Stockholder), which
provides for, among other things, the merger of a wholly owned subsidiary of
iPrint with and into Wood upon the terms and subject to the conditions set forth
in the Reorganization Agreement;
WHEREAS, Wood has requested that the Stockholder agree, and, in order
to induce Wood to enter into the Reorganization Agreement, the Stockholder has
agreed to enter into this Agreement; and
WHEREAS, capitalized terms used but not defined herein shall have the
meanings ascribed to them in the Reorganization Agreement, a copy of which has
been furnished to the Stockholder.
NOW, THEREFORE, in consideration of the premises and of the mutual
agreements and covenants set forth herein, and intending to be legally bound
hereby, the parties hereto hereby agree as follows:
VOTING OF SHARES
Voting of Shares and Proxy.
At every meeting of the stockholders of iPrint called, and at every
adjournment thereof, and on every action or approval by written consent of the
stockholders of iPrint, the Stockholder shall cause the Shares (as defined
below) to be voted: (i) in favor of the iPrint Proposal; (ii) against any
proposal for any merger, consolidation, sale of assets, recapitalization or
other business combination involving iPrint (other than the Combination) (any of
the foregoing an "iPrint Acquisition Transaction ") or any other action or
agreement that would result in a breach of any covenant, representation or
warranty or any other obligation or agreement of iPrint under the Reorganization
Agreement or which would result in any of the conditions to iPrint or Wood's
obligations under the Reorganization Agreement not being fulfilled; and (iii) in
favor of any other matter relating to consummation of the transactions provided
for by the Reorganization Agreement.
"Shares" shall mean: (i) all securities of iPrint (including all shares
of common stock of iPrint ("iPrint Common Stock") and all options, warrants and
other rights to acquire such securities) beneficially owned by the Stockholder
or for which the Stockholder has the right to vote or control the vote of as of
the date of this Agreement, all of which are accurately listed on the signature
page hereof; and (ii) all additional securities of iPrint (including all shares
of iPrint Common Stock and all additional options, warrants and other rights to
acquire such securities) of which the Stockholder acquires beneficial ownership
or right to vote or control the vote of during the period from the date of this
Agreement through the termination of this Agreement. In the event of a stock
dividend or distribution, or any change in iPrint Common Stock by reason of any
stock dividend or distribution, or any change, in iPrint Common Stock by reason
of any stock dividend, split-up, recapitalization, combination, exchange of
shares or the like, the term "Shares" shall be deemed to refer to and include
the Shares as well as all such stock dividends and distributions and any
securities into which or for which any or all of the Shares may be changed or
exchanged or which are received in such transaction. Nothing in this Agreement
is intended to restrict or in any way affect action taken or omitted by
Stockholder or any individual affiliated with the Stockholder in such person's
capacity as a director or officer of iPrint.
Concurrently with the execution of this Agreement, the Stockholder
agrees to execute and deliver to Wood a proxy in the form attached hereto as
EXHIBIT A (the "Proxy"), which shall be irrevocable to the fullest extent
permissible by law but subject to termination as stated therein, with respect to
the Shares.
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The Stockholder hereby gives any consent or waivers that are reasonably
required for the consummation of the Combination under the terms of any
agreements to which the Stockholder is a party.
RESTRICTIONS ON TRANSFERS OF SHARES
Restrictions on Transfer of Shares Prior to the Effective Time.
Prior to the Effective Time, the Stockholder hereby agrees not to take any of
the following actions, except in accordance with subsection (b) of this Section
2.1 or as provided in the Reorganization Agreement:
(i) tender any of the Shares or any securities convertible into or
exchangeable or exercisable for the Shares to any person;
(ii) sell, transfer, distribute, pledge, encumber, assign or
otherwise dispose of (or enter into any transaction or device that is designed
to, or could reasonably be expected to, result in the disposition by any person
at any time in the future of) any of the Shares or any securities convertible
into or exchangeable or exercisable for the Shares;
(iii) enter into any swap or other derivatives transaction that
transfers to another, in whole or in part, any of the economic benefits or risks
of ownership of any of the Shares;
(iv) enforce or permit the execution of the provisions of any
redemption, share purchase or sale, recapitalization or other agreement with
iPrint;
(v) deposit any of the Shares into a voting trust or depositary
facility or enter into a voting agreement or arrangement with respect to any
Shares or grant any proxy with respect thereto, other than as contemplated
hereby or the Reorganization Agreement; or
(vi) enter into any contract, option or other arrangement or
understanding with respect to or consent to the offer for sale, sale, transfer,
pledge, encumbrance, assignment or other disposition of, any of the Shares, any
securities convertible into or exchangeable or exercisable for shares of iPrint
Common Stock or any other capital stock of iPrint or any interest in any of the
foregoing with any person (any transaction referred to in clause (i), (ii),
(iii), (iv), (v) or (vi) is hereinafter referred to as a "Transfer").
Stockholder shall not request that iPrint or its transfer agent register the
Transfer (book-entry or otherwise) of any certificate or uncertificated interest
representing any of the Shares, and each Stockholder hereby consents to the
entry of stop transfer instructions by iPrint of any Transfer of such Shares,
unless such Transfer is made in compliance with this Agreement.
REPRESENTATIONS AND WARRANTIES; ADDITIONAL COVENANTS OF THE STOCKHOLDER.
The Stockholder hereby represents and warrants and covenants to Wood as
follows:
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AUTHORIZATION. This Agreement has been duly executed and delivered by
or on behalf of the Stockholder and, assuming its due
authorization, execution and delivery by the other parties
hereto, constitutes the legal, valid and binding obligation of
Stockholder, enforceable against Stockholder in accordance
with its terms, except as may be limited by the effect of
bankruptcy, insolvency (including, without limitation, all
laws relating to fraudulent transfers), conservatorship,
arrangement, moratorium or other laws affecting or relating to
the rights of creditors generally and except as enforcement
thereof is subject to general principals of equity (regardless
of whether enforcement is considered in a proceeding in equity
or at law).
NO CONFLICT. The execution and delivery of this Agreement by the
Stockholder does not, and the performance of this Agreement by
the Stockholder will not, (i) materially conflict with or
violate any law, rule, regulation, order, judgment or decree
applicable to the Stockholder or by which it or any of its
properties is bound or affected, or (ii) result in any breach
of or constitute a default (or an event that with notice or
lapse of time or both would become a default) under, or give
to another party any rights of termination, amendment,
acceleration or cancellation of, or result in the creation of
a lien or encumbrance on any of the property or assets of the
Stockholder, including, without limitation, the Shares,
pursuant to, any note, bond, mortgage, indenture, contract,
agreement, lease, license, permit, franchise or other
instrument or obligation to which the Stockholder is a party
or by which the Stockholder or any of its properties is bound
or affected, except for any such breaches, defaults or other
occurrences that would not prevent or delay the performance by
the Stockholder of its obligations under this Agreement.
TITLE TO OR RIGHT TO VOTE SHARES. The Stockholder (i) is the
registered or beneficial owner of the Shares free and clear of
any lien or encumbrance, proxy or voting restriction other
than pursuant to this Agreement or (ii) has the absolute and
unrestricted right, power, authority and capacity to vote or
control the vote of the Shares. Such Shares are all the
securities of iPrint owned of record or beneficially by the
Stockholder or for which the Stockholder has the absolute and
unrestricted right, power, authority and capacity to vote or
control the vote of on the date of this Agreement.
RELIANCE BY WOOD. The Stockholder understands and acknowledges that
Wood is entering into the Reorganization Agreement in reliance
upon the Stockholder's execution and delivery of this
Agreement.
CERTAIN ACTIONS. Prior to the termination of this Agreement, the
Stockholder agrees not to, directly or indirectly, take any
other action that would make any representation or warranty of
the Stockholder contained herein untrue or incorrect.
NO SOLICITATION. The Stockholder will not, directly or indirectly, and
will instruct the Stockholder's agents, representatives,
affiliates, employees, officers and directors not to, directly
or indirectly, solicit, initiate or knowingly encourage
(including by way of furnishing nonpublic information), or
take any other action knowingly to facilitate, any iPrint
Transaction Proposal, or enter into or maintain or continue
discussion or negotiate with any person or entity in
furtherance of any iPrint Transaction Proposal or to obtain a
iPrint Acquisition Transaction or agree to or endorse any
iPrint Acquisition Transaction , or authorize or permit any of
the agents, representatives, affiliates (other than in the
case of a limited partnership, the limited partners thereof),
employees, officers and directors of the Stockholder to take
any such action. The Stockholder shall notify Wood
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immediately after receipt by the Stockholder or any of the
Stockholder's agents, representatives, affiliates, employees,
officers and directors of any proposal for, or inquiry
respecting, any iPrint Acquisition Transaction or any request
for nonpublic information in connection with any iPrint
Transaction Proposal, or for access to the properties, books
or records of iPrint by any person or entity that informs or
has informed iPrint or the Stockholder that it is considering
making or has made a iPrint Transaction Proposal. Such notice
to Wood shall indicate in reasonable detail the identity of
the person making the iPrint Transaction Proposal and the
terms and conditions of such iPrint Transaction Proposal. The
Stockholder immediately shall cease and cause to be terminated
all existing discussions or negotiations with any parties
conducted heretofore with respect to an iPrint Acquisition
Transaction .
ACKNOWLEDGMENT AND APPROVAL OF THE REORGANIZATION AGREEMENT. The
Stockholder hereby acknowledges and agrees that the
Stockholder has received a copy of the Reorganization
Agreement, including all schedules and exhibits thereto, and
that the Stockholder has reviewed and understands the terms
thereof.
MISCELLANEOUS. Nothing contained in this Agreement shall be deemed to
vest in Wood any direct or indirect ownership or incidence of
ownership of or with respect to any of the Shares. Except as
otherwise provided herein, all rights, ownership and economic
benefits of and relating to the Shares shall remain and belong
to the Stockholder, and Wood shall not have any authority to
manage, direct, superintend, restrict, regulate, govern, or
administer any of the policies or operations of iPrint or
exercise any power or authority to direct the Stockholder in
the voting of any of the Shares, except as otherwise provided
herein, or the performance of Stockholder's duties or
responsibilities as a stockholder of iPrint.
CERTAIN DEFINED TERMS. For purposes of Article 2 and Sections 3.1,
3.2, 3.4, 3.5, 3.6, 3.7, 3.8 and 4.8 hereof, the term
Stockholder shall be deemed to include the registered or
beneficial owner of the Shares.
GENERAL PROVISIONS
NOTICES. All notices and other communications given or made pursuant
hereto shall be in writing and shall be given (and shall be
deemed to have been duly given upon receipt) by delivery in
person, by facsimile, by registered or certified mail (postage
prepaid, return receipt requested) or by overnight courier
service to the respective parties at the following addresses
(or at such other addresses as shall be specified by notice
given in accordance with this Section 4):
(a) if to Wood:
Wood Alliance, Inc.
0000 Xxxxxx Xxxxx
Xxxxx Xxxxx, XX 00000
Attention: Chief Executive Officer
Facsimile No.: (000) 000-0000
with a copy to:
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Pillsbury Winthrop LLP
0000 Xxxxxxx Xxxxxx
Xxxx Xxxx, XX 00000
Attention: Xxxxx Xxxxxxx, Esq.
Facsimile No.: (000) 000-0000
(b) If to the Stockholder,
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Attention:
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Facsimile No.:
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HEADINGS. The descriptive headings contained in this Agreement are
included for convenience of reference only and shall not
affect in any way the meaning or interpretation of this
Agreement.
SEVERABILITY. If any term or other provision of this Agreement is
invalid, illegal or incapable of being enforced by any 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 contemplated hereby is not affected in any manner
materially 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 to the fullest
extent permitted by applicable law in an acceptable manner in
order that the transactions contemplated by this Agreement be
consummated as originally contemplated to the fullest extent
possible.
ENTIRE AGREEMENT; AMENDMENT; WAIVER. This Agreement and the Proxy
constitute the entire agreement of the parties and supersede
all prior agreements and undertakings, both written and oral,
between the parties, or any of them, with respect to the
subject matter hereof and thereof. This Agreement may not be
amended or modified except in an instrument in writing signed
by, or on behalf of, the parties hereto. No failure or delay
by any party in exercising any right, power or privilege
hereunder shall operate as a waiver thereof, nor shall any
single or partial exercise thereof preclude any other or
further exercise thereof or the exercise of any other right,
power or privilege.
ASSIGNMENT. This Agreement and all of the provisions hereof shall be
binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns; provided,
however, that neither this Agreement nor any of the rights,
interests or obligations of the parties hereto may be assigned
by either of the parties by operation of law or otherwise
without the prior written consent of the other party.
SPECIFIC PERFORMANCE. The parties hereto agree that irreparable damage
would occur in the event any provision of this Agreement was
not performed in accordance with the terms hereof and that the
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parties shall be entitled to specific performance of the terms
hereof, in addition to any other remedy at law or in equity.
The rights and remedies herein provided shall be cumulative
and not exclusive of any rights or remedies provided by law.
GOVERNING LAW. This Agreement shall be governed by, and construed in
accordance with, the laws of the State of Delaware applicable
to contracts executed in and to be performed in that province
and without regard to any applicable conflicts of law
principles.
SUBMISSION TO JURISDICTION; WAIVERS; CONSENT TO SERVICE OF PROCESS.
Each of Wood and the Stockholder irrevocably agrees that any
legal action or proceeding with respect to this Agreement or
for recognition and enforcement of any judgment in respect
hereof brought by another party hereto or its successors or
assigns shall be brought and determined only in a United
States District Court sitting in the County of Santa Clara,
California, or in the event (but only in the event) that no
such court has subject matter jurisdiction over such action or
proceeding, in the courts of the State of California. Each of
Wood and the Stockholder hereby irrevocably submits with
regard to any such action or proceeding for itself and in
respect to its property, generally and unconditionally, to the
personal jurisdiction of the aforesaid courts in the event
that any dispute arises out of this Agreement or any
transaction contemplated hereby. Any service of process to be
made in such action or proceeding may be made by delivery of
process in accordance with the notice provisions contained in
Section 4.1. Each of Wood and the Stockholder hereby
irrevocably waives, and agrees not to assert, by way of
motion, as a defense, counterclaim or otherwise, in any action
or proceeding with respect to this Agreement, (i) any claim
that it is not personally subject to the jurisdiction of the
above-named courts for any reason other than the failure to
serve process in accordance with this Section 4.8, (ii) that
it or its property is exempt or immune from jurisdiction of
any such court or from any legal process commenced in such
courts (whether through service of notice, attachment prior to
judgment, attachment in aid of execution of judgment,
execution of judgment or otherwise), and (iii) to the fullest
extent permitted by applicable law that (A) the suit, action
or proceeding in any such court is brought in an inconvenient
forum, (B) the venue of such suit, action or proceeding is
improper and (C) this Agreement, or the subject matter hereof,
may not be enforced in or by such courts.
COUNTERPARTS. This Agreement may be executed in one or more
counterparts, and by the different parties hereto in separate
counterparts, each of which when executed shall be deemed to
be an original but all of which taken together shall
constitute one and the same agreement.
WAIVER OF JURY TRIAL. Each party acknowledges and agrees that any
controversy that may arise under this Agreement is likely to
involve complicated issues and, therefore, such party hereby
irrevocably and unconditionally waives any right that such
party may have to a trial by jury in respect of any litigation
directly or indirectly arising out of or relating to this
Agreement or the transactions contemplated by this Agreement.
Each party certifies and acknowledges (i) that such party
understands and has considered the implications of this
waiver, (ii) that such party makes this waiver voluntarily and
(iii) such party has been induced to enter into this Agreement
by, among other things, the mutual waivers and certifications
in this Section 4.10.
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TERMINATION. This Agreement and the Proxy, and all obligations of the
parties hereunder and thereunder, shall terminate immediately,
without any further action being required, upon (i) any
termination of the Reorganization Agreement or (ii) the
Effective Time, whichever first occurs.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.
WOOD ALLIANCE, INC.
By:
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Name:
Title:
STOCKHOLDER
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Print Name:
SHARES OF COMMON STOCK:
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SHARES SUBJECT TO OPTIONS,
WARRANTS AND OTHER RIGHTS
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[SIGNATURE PAGE TO VOTING AGREEMENT]
EXHIBIT A
IRREVOCABLE PROXY
The undersigned hereby irrevocably (to the fullest extent permitted by
law), but subject to the termination provisions hereof, appoints Wood Alliance,
Inc., a California corporation ("Wood"), as the sole and exclusive attorney and
proxy of the undersigned, with full power of substitution and resubstitution, to
vote and exercise all voting and related rights (to the full extent that the
undersigned is entitled to do so) with respect to all of the shares of iPrint
Technologies, Inc., a Delaware corporation ("iPrint") that now are or hereafter
may be beneficially owned by the undersigned or for which the undersigned now
has or hereafter may have the right to vote or control the vote of, and any and
all other shares or securities of iPrint issued or issuable in respect thereof
on or after the date hereof (collectively, the "Shares") in accordance with the
terms of this Proxy. The Shares beneficially owned by the undersigned or for
which the undersigned has the right to vote or control the vote of, and any and
all other shares or securities of iPrint issued or issuable in respect thereof
on the date of this Proxy are listed on the final page of this Proxy. Upon the
undersigned's execution of this Proxy, any and all prior proxies given by the
undersigned with respect to any Shares are hereby revoked and the undersigned
agrees not to grant any subsequent proxies with respect to the Shares.
This Proxy is irrevocable (to the fullest extent permitted by law),
subject to the termination provisions hereof, is coupled with an interest and is
granted pursuant to that certain Voting Agreement of even date herewith by and
between Wood and the undersigned stockholder (the "Voting Agreement"), and is
granted in consideration of Wood entering into that certain Agreement and Plan
of Reorganization (the "Reorganization Agreement"), between Wood and iPrint. The
Reorganization Agreement provides for the acquisition of Wood by iPrint pursuant
to a merger of a wholly-owned subsidiary of iPrint with and into Wood (the
"Combination").
The attorneys and proxies named above, and each of them, are hereby
authorized and empowered by the undersigned to act as the undersigned's attorney
and proxy to vote the Shares, and to exercise all voting, consent and similar
rights of the undersigned with respect to the Shares (including, without
limitation, the power to execute and deliver written consents) at every annual,
special or adjourned meeting of stockholders of iPrint and in every written
consent in lieu of such meeting: (i) in favor of the iPrint Proposal (as defined
in the Reorganization Agreement); (ii) against any proposal for any iPrint
Acquisition Transaction (as defined in the Voting Agreement) or any other action
or agreement that would result in a breach of any covenant, representation or
warranty or any other obligation or agreement of iPrint under the Reorganization
Agreement or which would result in any of the conditions to iPrint's obligations
under the Reorganization Agreement not being fulfilled; and (iii) in favor of
any other matter relating to consummation of the transactions provided for by
the Reorganization Agreement.
The attorneys and proxies named above may not exercise this Proxy on
any other matter except as provided above. The undersigned stockholder may vote
the Shares on all other matters.
Any obligation of the undersigned hereunder shall be binding upon the
successors and assigns of the undersigned.
This Proxy is irrevocable (to the fullest extent permitted by law),
subject to the termination provisions hereof.
This Proxy, and all obligations of the undersigned hereunder, shall
terminate immediately, without any further action being required, upon (i) any
termination of the Reorganization Agreement or (ii) the Effective Time (as that
term is defined in the Reorganization Agreement), whichever first occurs.
Dated: _____________, 2001
STOCKHOLDER
By:
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Print Name:
SHARES OF COMMON STOCK:
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[Signature Page to Irrevocable Proxy]
