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EXHIBIT 9
VOTING AGREEMENT
This Voting Agreement is made and entered into as of the 23rd day of
April, 1999, by and between Interactive Network, Inc. ("IN"), a California
corporation, First Party, and TCI Programming Holding Company, III ("TCI
Programming"), TCI Development, LLC ("TCID") (the successor-in-interest to TCI
Development Corporation) (TCI Programming and TCID being hereafter sometimes
collectively referred to as "TCI"), National Broadcasting Company, Inc.
("NBC"), Sprint Corporation ("Sprint"), and Motorola, Inc. ("Motorola") (TCI,
NBC, Sprint and Motorola being collectively referred to herein as the
"Shareholders"), Second Parties.
RECITALS
1. IN and the Shareholders entered into a Mutual Release and
Settlement Agreement (the "Settlement Agreement"), dated as of July 10, 1998,
Section 6 of which contemplates the execution of this Agreement in connection
with consummation of the Exchange Agreement (the "Exchange Agreement) to which
a copy of this Agreement is attached as Exhibit 2.
2. The Exchange Agreement has been consummated on this date, and each
of the Shareholders has received a certificate evidencing the numbers of shares
of common stock of IN set opposite its name in Section 1 of this Agreement.
Now, therefore, in consideration of the foregoing premises and the
following terms, covenants and conditions, the Parties hereto agree as follows:
1. SHARES SUBJECT TO THIS AGREEMENT
The shares of common stock of IN (hereinafter referred to as the
"Shares") subject to this Agreement are the shares set forth opposite the name
of each Shareholder below issued pursuant to the Exchange Agreement and
initially represented by the stock certificate indicated below:
SHAREHOLDER NUMBER OF SHARES CERTIFICATE NUMBER
TCI Programming 2,600,351
TCID 347,556
NBC 1,902,279
Sprint 1,484,520
Motorola 1,484,883
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TOTAL: 7,814,589
2. AGREEMENT TO VOTE SHARES
Each holder will vote the shares received by it under the Exchange
Agreement as directed by a committee of Independent Persons (as such term is
defined in the Settlement Agreement)
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who shall consist of three persons and shall make its decisions by majority
vote. The committee shall initially consist of Xxxx Xxxxxx, Xxxxxx Xxxxxx and
Xxxxx Xxxxx. If any of them shall resign, die or become incapacitated, he shall
first be replaced by Xxxxxxx Xxxxx, if Xxxxxxx Xxxxx is then available and
willing to serve in such capacity. If Green is unavailable and/or unwilling,
the members of the committee shall, by majority vote, select a new member or
members in their discretion, provided that no new member shall be Xxxxx Xxxxxxx
or a member of Xxxxx Xxxxxxx'x family. If the remaining members are unable to
agree upon a new member by majority vote, then they shall apply to the chief
Judge of the Superior Court of Alameda County to appoint such a member.
However, (i) each Holder shall be entitled to vote its Shares as it determines
in its sole discretion with respect to the election of Xxxxx Xxxxxxx or any of
his family members as a director of IN, or any other matter regarding Xx.
Xxxxxxx, and (ii) each Holder shall be entitled to vote its Shares (to the
extent stockholder approval or a consent to such action is required, whether
sought by IN or any other person) as it determines in its sole discretion with
respect to the following matters:
(a) any liquidation or dissolution of IN or the filing of any
voluntary bankruptcy petition (other than as contemplated in the Settlement
Agreement);
(b) any sale of IN; or
(c) the declaration and payment of any cash dividends or
other distributions on the common stock or any other cash payments to
stockholders as such.
This Agreement shall constitute a voting agreement within the meaning
of Section 706 of the California Corporations Code.
3. DURATION OF AGREEMENT
This Agreement will terminate on April 22, 2003, unless sooner
terminated upon a breach of its terms.
4. APPLICATION TO TRANSFEREES; LEGENDING OF STOCK CERTIFICATES
The terms of this Agreement shall be binding upon any transferee(s) of
the shares, who, as a condition to transfer of the shares, shall sign a
counterpart of this Agreement evidencing the agreement of the transferee to be
bound by this Agreement. Stock certificates evidencing the shares shall be
evidenced with a conspicuous legend on the face thereof stating: "The shares
evidenced hereby are subject to a voting agreement dated as of April 23, 1999,
and expiring on April 22, 2003, a copy of which is on file at the office of
Interactive Network, Inc." Each of the Second Parties reserves the right upon 5
business days prior written notice to the other Second Parties and the Company
to assert under Section 12.2 of the Settlement Agreement that transferees of
its shares may not be bound by this Agreement.
In witness whereof, IN and the Shareholders have duly executed this
Agreement on the date first set forth above.
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Interactive Network, Inc. TCI Programming Holding Company, III
By: /s/ Xxxxx X. Xxxxx By: /s/ Xxxx Xxxxxx
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Xxxxx X. Xxxxx, Xxxx Xxxxxx,
Chairman of the Board, President and
President and Chief Executive Officer
Chief Executive Officer
TCI Development LLC
First Party
By: /s/ Xxxxxxx X. Xxxxx
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Xxxxxxx X. Xxxxx,
Vice President
National Broadcasting Company, Inc.
By: /s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx, President
NBC Cable and
Business Development
Sprint Corporation
By: /s/ Xxx X. Xxxxxx
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Motorola, Inc.
By: /s/ Xxxxx Xxxxxxxxx
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Xxxxx Xxxxxxxxx, Senior
Vice President
Second Parties
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