EXHIBIT 9.2
AENEID CORPORATION
VOTING AGREEMENT
This Voting Agreement (the "Agreement") is made as of the 6/th/ day of
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October 1999, by and among Aeneid Corporation, a Delaware corporation (the
"Company"), Bluestem Capital Partners II, L.P. ("Bluestem"), Edgewater Private
Equity Fund II, L.P. ("Edgewater"), Vision Capital L.P. ("Vision", and together
with Bluestem and Edgewater, the "Shareholders") and Xxxxxx Xxxxxxxxx
("Xxxxxxxxx").
AGREEMENT
The parties agree as follows:
1. Election of Xxxxxxxxx as Director. At any meeting of the
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shareholders of the Company at which members of the Board of Directors of the
Company are to be elected, or whenever members of the Board of Directors are to
be elected by written consent, the Shareholders agree to vote or act with
respect to their shares so as to elect Xxxxxxxxx as a member of the Company's
Board of Directors.
2. Legends. Each certificate representing shares of the Company's
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capital stock held by the Shareholders or any assignee of the Shareholders shall
bear the following legend:
"THE SHARES EVIDENCED HEREBY ARE SUBJECT TO A VOTING
AGREEMENT BY AND AMONG THE COMPANY AND CERTAIN
SHAREHOLDERS OF THE COMPANY (A COPY OF WHICH MAY BE
OBTAINED FROM THE COMPANY), AND BY ACCEPTING ANY
INTEREST IN SUCH SHARES THE PERSON ACCEPTING SUCH
INTEREST SHALL BE DEEMED TO AGREE TO AND SHALL BECOME
BOUND BY ALL THE PROVISIONS OF SAID VOTING AGREEMENT."
3. Termination.
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3.1 Termination Events. This Agreement shall terminate upon the
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latter of:
(a) One year from the date hereof;
(b) An underwritten public offering by the Company of shares of
its Common Stock pursuant to a registration statement under the Securities Act
of 1933, as amended; or
(c) Notice to the Company or the Shareholders that Xxxxxxxxx
does not wish to be reelected to the Company's Board of Directors.
3.2 Removal of Legend. At any time after the termination of this
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Agreement in accordance with Section 3.1, any holder of a stock certificate
legended pursuant to Section 2 may surrender such certificate to the Company for
removal of the legend, and the Company will duly reissue a new certificate
without the legend.
4. Miscellaneous.
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4.1 Successors and Assigns. The terms and conditions of this
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Agreement shall inure to the benefit of and be binding upon the respective
successors and assigns of the parties. Nothing in this Agreement, express or
implied, is intended to confer upon any party other than the parties hereto or
their respective successors and assigns any rights, remedies, obligations, or
liabilities under or by reason of this Agreement, except as expressly provided
in this Agreement.
4.2 Amendments and Waivers. Any term hereof may be amended or waived
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only with the written consent of the Shareholders and Xxxxxxxxx. Any amendment
or waiver effected in accordance with this Section 4.2 shall be binding upon the
Company, the Shareholders and Xxxxxxxxx, and each of their respective successors
and assigns.
4.3 Notices. Any notice required or permitted by this Agreement
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shall be in writing and shall be deemed sufficient on the date of delivery, when
delivered personally or by overnight courier or sent by telegram or fax, or
forty-eight (48) hours after being deposited in the U.S. mail, as certified or
registered mail, with postage prepaid, and addressed to the party to be notified
at such party's address or fax number as set forth on the signature page hereto,
or as subsequently modified by written notice.
4.4 Severability. If one or more provisions of this Agreement are
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held to be unenforceable under applicable law, the parties agree to renegotiate
such provision in good faith. In the event that the parties cannot reach a
mutually agreeable and enforceable replacement for such provision, then (a) such
provision shall be excluded from this Agreement, (b) the balance of the
Agreement shall be interpreted as if such provision were so excluded and (c) the
balance of the Agreement shall be enforceable in accordance with its terms.
4.5 Governing Law. This Agreement and all acts and transactions
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pursuant hereto and the rights and obligations of the parties hereto shall be
governed, construed and interpreted in accordance with the laws of the State of
California, without giving effect to principles of conflicts of law.
4.6 Counterparts. This Agreement may be executed in two or more
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counterparts, each of which shall be deemed an original and all of which
together shall constitute one instrument.
4.7 Titles and Subtitles. The titles and subtitles used in this
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Agreement are used for convenience only and are not to be considered in
construing or interpreting this Agreement.
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The parties hereto have executed this Voting Agreement as of the date
first written above.
AENEID CORPORATION
By: /s/ Xxxx Xxxxx
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Name: Xxxx Xxxxx
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(print)
Title: Director, Finance and Administration
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Address:
000 Xxxxxx Xxxxxx, Xxxxx 000
Xxx Xxxxxxxxx, XX 00000
Fax Number: (000) 000-0000
BLUESTEM CAPITAL PARTNERS II, L.P.
By: /s/ Xxxxx Xxxxx
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Name: Xxxxx Xxxxx
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(print)
Title: President of the General Partner
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Address:
000 Xxxxx Xxxxxxx Xxxxxx, Xxxxx 000
Xxxxx Xxxxx, XX 00000
EDGEWATER PRIVATE EQUITY II FUND, L.P.
By: /s/ Xxxxxx X. Xxxxxxx
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Name: Xxxxxx X. Xxxxxxx
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(print)
Title: Partner
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Address:
000 X. Xxxxxxxx Xxxxxx
Xxxxx 0000
Xxxxxxx, XX
VISION CAPITAL L.P.
By: /s/ Xxx Xxxxxxxxx
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Name: Xxx Xxxxxxxxx
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(print)
Title: General Partner
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Address:
X.X. Xxx 00, Xxxxx Xxxxxx
Xx. Xxxxxx Xxxxxx XX0 0XX
Channel Islands
/s/ Xxxxxx Xxxxxxxxx
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XXXXXX XXXXXXXXX
Address:
000 Xxxxxx Xxxxxx, Xxxxx 000
Xxx Xxxxxxxxx, XX 00000
Fax Number: (000) 000-0000
