VOTING AGREEMENT
Exhibit
10.3
VOTING
AGREEMENT
(this
“Agreement”),
dated
as of December 29, 2006 by and between Xxxxxxx Xxxxxxx (“LS”)
and
Xxxxxxx Xxxxxxx (“TM”)
(all
of the parties to this Agreement are collectively referred to as the
“Parties”).
RECITALS:
The
parties to this Agreement desire to provide for certain rights and obligations
relating to the composition of the vFinance, Inc. (VFIN) Board of
Directors.
NOW,
THEREFORE, in consideration of the premises and the mutual promises herein
made,
and in consideration of the representations, warranties, covenants and
agreements herein contained, the parties agree as follows
1. Definitions.
All
capitalized terms used in this Agreement and not otherwise defined herein shall
have the meanings set forth in the Asset Purchase Agreement.
2. VFIN
Board of Directors.
(a)
LS
and TM agree, in their capacity as stockholders and/or directors of VFIN, to
vote as follows:
(i) So
long
as LS owns 1,000,000 VFIN common shares (as adjusted for stock splits, stock
dividends or reorganizations), TM shall vote for (and, if applicable, vote
to
nominate) LS or LS’s qualified designee (subject to TM’s approval of such
designee which approval shall not be unreasonably withheld) which designee
shall
be to serve as a director of VFIN.
(ii) So
long
as TM owns 1,000,000 VFIN common shares (as adjusted for stock splits, stock
dividends or reorganizations), LS shall vote for (and, if applicable, vote
to
nominate) TM or TM’s designee (subject to LS’s approval of such designee which
approval shall not be unreasonably withheld) to serve as a director of
VFIN.
(iii) LS
and TM
agree and acknowledge that the stockholders of VFIN have the independent right
to nominate, elect and remove directors of VFIN, and that no other stockholders
besides LS and TM are bound by this Section 2.
3. Notices.
All
notices and all communications hereunder shall be delivered in writing, with
delivery to LS and TM as follows:
Xxxxxxx
Xxxxxxx
00000
000xx
Xxxxxx
Xxxxx
Xxxx
Xxxxx, XX 00000
Xxx
Xxxxxxx
00
Xxxxxx
Xxxxx
Xxxx
Xxxxx Xxxxxxx, XX 00000.
4. Non-Assignability.
This
Agreement shall not be assigned by any Party without the express prior written
consent of the other Parties, and any attempted assignment without such consents
shall be null and void.
5. Amendment;
Waiver.
This
Agreement may be amended, supplemented or otherwise modified only by a written
instrument executed by all of the Parties. No waiver by a Party of any of the
provisions hereof shall be effective unless explicitly set forth in writing
and
executed by the Party so waiving. The waiver by any Party of a breach of any
provision of this Agreement shall not operate or be construed as a waiver of
any
subsequent breach or performance.
6. No
Third Party Beneficiaries.
Nothing
herein shall create or establish any third-party beneficiary hereto nor confer
upon any person not a Party to this Agreement any rights or remedies of any
nature or kind whatsoever under or by reason of this Agreement.
7. Governing
Law.
This
Agreement shall be governed by, and construed in accordance with, the Laws
of
the State of Florida applicable to a contract executed and performed in such
State without giving effect to the conflicts of laws principles
thereof.
8. Disputes.
All
disputes under this Agreement shall be resolved in accordance with Sections
12.9-12.11 of the Asset Purchase Agreement.
9. Consent
to Jurisdiction.
Subject
to the provisions of Section 7, the Parties irrevocably agree that all actions
arising under or relating to this Agreement and the transactions contemplated
hereby shall be brought exclusively in any United States District Court or
Florida State Court located in Palm Beach County, Florida, having subject matter
jurisdiction over such matters, and each of the Parties hereby consents and
agrees to such personal jurisdiction, and waives any objection as to the venue,
of such courts for purposes of such action.
10. Entire
Agreement.
This
Agreement sets forth the entire understanding of the Parties hereto and
supersede all prior agreements whether written or oral relating to the same
subject matter.
11. Severability.
If any
provision of this Agreement shall be declared by any court of competent
jurisdiction to be illegal, void or unenforceable, all other provisions of
this
Agreement shall not be affected and shall remain in full force and effect.
If
any provision of this Agreement is so broad as to be unenforceable, that
provision shall be interpreted to be only so broad as is
enforceable.
12. Signatures.
This
Agreement shall be effective upon delivery of original signature pages or
facsimile copies (or copies transmitted by portable data format (pdf) file)
thereof executed by each of the Parties.
[BALANCE
OF PAGE INTENTIONALLY LEFT BLANK]
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13. Counterparts.
This
Agreement may be executed in any number of counterparts, each of which shall
be
deemed to be an original and all of which together shall be deemed to be one
and
the same instrument. The Parties to this Agreement need not execute the same
counterpart.
IN
WITNESS WHEREOF,
the
Parties have caused this Agreement to be duly executed as of the date first
above written.
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/s/
Xxxxxxx X. Xxxxxxx
XXXXXXX
XXXXXXX
/s/
Xxxxxxx Xxxxxxx
XXXXXXX
XXXXXXX
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