Voting Agreement and Irrevocable Limited Proxy
Exhibit 10.10
This
Voting Agreement and Irrevocable Limited Proxy
(“Agreement”), dated July 3, 2007, is
made among New Horizons Worldwide, Inc., a Delaware corporation (the “Company”), the persons listed
on the signature pages hereof as the “Investors” and each of the other undersigned holders of
shares of capital stock of the Company listed on the signature pages hereof as the “Stockholders.”
Recitals
A. Each of the Investors and Stockholders is the record or beneficial owner of the number of
Voting Shares set forth in Schedule A to this Agreement.
B. The Investors have negotiated with the Company the Purchase Agreement and related
agreements pursuant to which, subject to the terms and conditions thereof, the Company has agreed
to sell and the Investors have agreed to purchase the Series C Shares. The Company will create the
Series C Shares from its authorized shares of preferred stock by adopting and filing a Certificate
of Designations describing the rights and preferences of the Series C Shares.
C. The Company presently has an insufficient number of authorized shares of its common stock
to accommodate the conversion rights contemplated for the Series C Shares under the Purchase
Agreement. Pursuant to the Agreement, the Company has agreed to submit to its stockholders the
Amendment.
D. To induce the Investors to consummate the transactions contemplated by the Purchase
Agreement, the Investors and Stockholders are prepared to enter into a voting agreement and to
grant the limited proxies herein provided, for the purpose of voting in favor of the Amendment.
THEREFORE, in consideration of the foregoing, the parties agree as follows:
1. Definitions. Capitalized terms used in this Agreement shall have the following meanings:
(a) “Agreement” means this Voting Agreement and Irrevocable Limited Proxy.
(b) “Amendment” means the proposed amendment of the Company’s Certificate of Incorporation
to increase the number of authorized shares of the Company’s common stock to 30,000,000.
(c) “Beneficial Owner” or any reference to securities beneficially owned means beneficial
ownership as defined in Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as
amended.
(d) “Company” has the meaning set forth in the first paragraph of this Agreement.
(e) “Investors” means the persons executing this Agreement as Investors, as indicated on
the signature page hereof.
(f) “Meeting” is defined in Section 2.
(g) “Proxy” has the meaning set forth in Section 4.
(h) “Purchase Agreement” means the Series C Stock and Warrant Purchase Agreement among the
Investors and the Company pursuant to which, subject to the terms and
conditions thereof, the Company has agreed to sell and the Investors have agreed to purchase the Series C Shares.
(i) “Series C Shares” means the shares of Series C Convertible Preferred Stock of the
Company that the Investors have agreed to purchase under the Purchase Agreement.
(j) “Stockholders” means the persons executing this Agreement as Stockholders, as indicated
on the signature page hereof.
(k) “Voting Shares” means the number of shares of the voting common stock owned of record
or beneficially by the Investors and the Stockholders, and includes, without limitation, all shares of the Corporation’s common stock which an Investor or a Stockholder is entitled to vote,
all shares of the Corporation’s Series B Convertible Preferred Stock which a Stockholder is
entitled to vote on an as-converted basis, and all of the Series C Shares which an Investor is
entitled to vote on an as-converted basis.
2. Purchase Agreement. Simultaneously with executing this Agreement, the Company and the
Investors have executed the Purchase Agreement. Pursuant to the Purchase Agreement, the Company
has undertaken, subject to the conditions set forth therein, to submit the Amendment for approval
by its stockholders at a special meeting to be convened as described in the Purchase Agreement (the
“Meeting”).
3. Voting Agreement. Pursuant to Section 218 of the Delaware General Corporation Law, each
Investor and each Stockholder severally agrees to vote or direct to be voted all Voting Shares
which the Investor or Stockholder is entitled to vote or direct to be voted at any meeting of the
Company’s stockholders held before the Purchase Agreement is terminated, and at any adjournment
thereof, for the specific and only purpose of voting in favor of approving the Amendment.
4. Limited Irrevocable Proxy. Each Investor and each Stockholder appoints Xxxxxx X. Xxxxx and
Xxxxxx X. Xxxxx, and each of them (collectively, the “Proxy”), as the Investor’s or Stockholder’s
lawful proxy and attorney-in-fact, with full power of substitution, to represent and vote the
Voting Shares which the Investor or Stockholder is entitled to vote, and the Proxy agrees to vote
such Voting Shares, for and in the name, place, and stead of the Investor or Stockholder, at any
meeting of the stockholders of the Company described in Section 3, at any adjournment thereof, for
the specific and only purpose of voting in favor of the approval of the Amendment. The foregoing
limited proxy is coupled with an interest and is irrevocable unless the consent of all the
Investors is first obtained, and will remain in effect during the term of this Agreement. If an
Investor or Stockholder transfers any of its Voting Shares, whether voluntarily or involuntarily,
this proxy will continue to apply to those Voting Shares after the transfer.
5. Representations of the Stockholders. Each of the Stockholders severally represents and
warrants to each of the Investors and the other Stockholders as follows:
(a) On the date of this Agreement, the Voting Shares listed on Schedule A represent
all of the Voting Shares currently owned of record or beneficially by the Stockholder, directly
or indirectly. The Stockholder currently has, and at the time of the Meeting will have record
or beneficial ownership of such Voting Shares, free and clear of claims, liens, charges,
encumbrances, and security interests (other than the encumbrances created by this Agreement and
other than restrictions on transfer imposed by the Securities Act of 1933, as
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amended, and applicable state securities laws) and free of other restrictions, options, rights to purchase or
other claims that would adversely affect the ability of the Stockholder to perform the
Stockholder’s obligations under this Agreement.
(b) The Stockholder has the full legal power and authority or capacity to execute and
deliver this Agreement and to perform its obligations hereunder
(c) The execution and delivery by the Stockholder and the performance of its obligations
hereunder are not in violation of any other agreement to which the Stockholder is a party,
including without limitation any voting agreement, stockholders’ agreement, or voting trust, nor
is the same in conflict with or rendered ineffective by any previously outstanding proxy which
the Stockholder may have granted.
(d) This Agreement constitutes the legal, valid, and binding agreement of the Stockholder,
enforceable against it in accordance with its terms.
6. Representations of the Investors. Each of the Investors severally represents and warrants
to each of the Stockholders and the other Investors as follows:
(a) On the date of this Agreement, the Voting Shares listed on Schedule A represent
all of the Voting Shares currently beneficially owned or controlled by the Investor, directly or
indirectly, alone or together with any other person. The Investor currently has, and (subject
to Section 7) at the time of the Meeting will have record or beneficial ownership of such Voting
Shares, free and clear of claims, liens, charges, encumbrances, and security interests (other
than the encumbrances created by this Agreement and other than restrictions on transfer imposed
by the Securities Act of 1933, as amended, and applicable state securities laws) and free of
other restrictions, options, rights to purchase or other claims that would adversely affect the
ability of the Investor to perform the Investor’s obligations under this Agreement.
(b) The Investor has full legal power and authority or capacity to execute and deliver this
Agreement and to perform its obligations hereunder.
(c) The execution and delivery of this Agreement by the Investor and the performance by it
of its obligations hereunder do not violate the terms of any outstanding agreements to which the
Investor is a party.
(d) This Agreement constitutes the legal, valid, and binding agreement of the Investor,
enforceable against it in accordance with its terms.
7. Inconsistent Actions. During the term of this Agreement, no Investor or Stockholder will
take any action in respect of the Voting Shares owned of record or beneficially by the Investor or
Stockholder that is inconsistent with the purpose of this Agreement (subject to
the proviso of the following sentence). Without limiting the generality of the foregoing,
during the term of this Agreement, no Investor or Stockholder shall transfer, by sale, gift, or
otherwise, encumber in any manner, or otherwise dispose of any of the Voting Shares owned of record
or beneficially by such Investor or Stockholder or seek to do any of the same without the
Investors’ prior consent, except to a transferee that has agreed in writing to be bound by the
terms of this Agreement to the same extent as the transferor; provided, however, that if, following
the first anniversary of this Agreement, the holders of a majority of the Series C Shares then
outstanding so indicate in writing, no Investor will be bound by the restrictions on transfer or
disposition contained in this sentence. The parties
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expressly acknowledge that nothing in this Section 7 shall be deemed to permit or authorize a transfer of Voting Shares that would violate (a)
applicable law or (b) the terms of any other agreement to which such person may be party or by
which the Voting Shares may be bound.
8. Specific Performance. The parties acknowledge and agree that, in any action for the actual
or anticipated breach of this Agreement, the legal remedy for damages will be inadequate and
specific performance, reformation, injunction or other equitable relief will be appropriate and may
be granted (without the posting of any bond) to prevent or remedy any actual or anticipated breach.
9. Term. This Agreement shall commence on the date hereof and will terminate on the earlier
of (a) the day following the date on which the Meeting is convened (provided, that if the Meeting
is adjourned this Agreement shall continue until the day following the last date to which the
Meeting is adjourned); (b) the date on which holders of a majority of the Series C Shares issued
under the Purchase Agreement have elected to have their Series C Shares redeemed pursuant to the
provisions of Article 10 of the Certificate of Designations describing the rights and preferences
of the Series C Shares; or (c) the second anniversary of this Agreement.
10. Action in Stockholder’s Capacity Only. No individual Investor or Stockholder makes any
agreement or understanding in this Agreement in his or her capacity as a director or officer of the
Company. Each Investor or Stockholder is entering into this Agreement solely in his, her or its
capacity as the record holder or beneficial owner of the Voting Shares and nothing in this
Agreement limits or affects any actions taken by an Investor or Stockholder in his or her capacity
as a director or officer of the Company.
11. Inducement. Each Investor and Stockholder acknowledges that the execution, delivery and
performance by him, her or it of this Agreement is a material inducement to the Investors to enter
into and perform their obligations under the Purchase Agreement, and that the Investors have relied
on the representations, warranties, agreements and covenants of the Investor and Stockholder
hereunder in entering into the Purchase Agreement.
12. Binding Agreement. All authority herein conferred or agreed to be conferred by each
Investor or Stockholder shall survive the dissolution, death or incapacity of such Investor or
Stockholder. This Agreement shall inure to the benefit of and be binding upon the parties hereto
(severally and not jointly in the case of the Investors and Stockholders) and their respective
heirs, personal representatives, successors, and assigns. Any person executing this Agreement
solely in a fiduciary capacity shall be bound hereby only in such capacity and not individually.
Each Investor may, without the consent of the other Investors or the Stockholders, assign its
rights hereunder to any affiliate, provided that any such assignment shall not affect the Investor’s
obligations hereunder. Each person who executes and delivers this Agreement agrees and
acknowledges that he, she or it will be bound by this Agreement in accordance with its terms
notwithstanding the fact that certain other persons listed on the signature pages hereto may not
have executed this Agreement.
13. Entire Agreement. This Agreement, together with the Purchase Agreement, contains the
entire understanding of the parties with respect to the transactions contemplated in this Agreement
and supersedes all prior or contemporaneous agreement, understandings or arrangements regarding the
subject matter of this Agreement.
14. Notice. All notices, requests, consents, and other communications hereunder shall be in
writing and shall be mailed first class, registered with postage prepaid, if to the Company, to its
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principal executive offices, and if to an Investor or Stockholder, to the address indicated on
Schedule A.
15. Governing Law. This Agreement shall be governed by and construed in accordance with the
laws of the State of Delaware without giving effect to choice of laws principles that would require
the application of the laws of any other jurisdiction.
16. No Third Party Beneficiaries. Nothing contained in this Agreement is intended to confer
upon any person or entity, other than the parties and their respective successors and permitted
assigns, any benefit, right or remedies under or by reason of this Agreement, as third party
beneficiaries or otherwise.
17. Counterparts. This Agreement may be executed in counterparts, each of which will be
deemed an original and all of which, taken together, will constitute one instrument. A party’s
facsimile signature on this Agreement will have the same effect as an original signature for all
purposes.
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In Witness Whereof, the Company, the Investors and the Stockholders have caused this
Voting Agreement and Irrevocable Proxy to be executed as of the day and the year first written
above.
| New Horizons Worldwide, Inc., a Delaware corporation |
||||
| By: | /s/ Xxxx X. Xxxxxx | |||
| Title: | President and Chief Executive Officer | |||
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Investor and Stockholder Signature Page to Voting Agreement and
Irrevocable Proxy for New Horizons Worldwide, Inc.
Irrevocable Proxy for New Horizons Worldwide, Inc.
The undersigned Investors and Stockholders have caused this Voting Agreement and Irrevocable Proxy to be executed as of the day and the year first written above
Investor:
| ATMF New Horizons, LLC |
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| By: | /s/ Xxxxxx X. Xxxxx | |||
| Xxxxxx X. Xxxxx, Member | ||||
| Stockholder: |
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| /s/ Xxxxxx X. Xxxxx | ||||
| Xxxxxx X. Xxxxx | ||||
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Investor and Stockholder Signature Page to Voting Agreement and
Irrevocable Proxy for New Horizons Worldwide, Inc.
Irrevocable Proxy for New Horizons Worldwide, Inc.
The undersigned Investors and/or Stockholders have caused this Voting Agreement and
Irrevocable Proxy to be executed as of the day and the year first written above
| Investor: | ||||
| NH Investment LLC | ||||
| By: | NH Manager, Inc., Manager | |||
| By: | /s/ Xxxxxx X. Xxxxx | |||
| Xxxxxx X. Xxxxx, President | ||||
| Stockholders: |
||||
| /s/ Xxxxxx X. Xxxxx | ||||
| Xxxxxx X. Xxxxx | ||||
| /s/ Xxxxxx X. Xxxxx | ||||
| Xxxxxx X. Xxxxx | ||||
| /s/ Xxxxxxxx Xxx | ||||
| Xxxxxxxx Xxx | ||||
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Investor and Stockholder Signature Page to Voting Agreement and
Irrevocable Proxy for New Horizons Worldwide, Inc.
Irrevocable Proxy for New Horizons Worldwide, Inc.
The undersigned Investors and/or Stockholders have caused this Voting Agreement and
Irrevocable Proxy to be executed as of the day and the year first written above
| Stockholder: |
||||
| /s/ Xxxxxxx Xxxxxxx | ||||
| Xxxxxxx Xxxxxxx | ||||
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Investor and Stockholder Signature Page to Voting Agreement and
Irrevocable Proxy for New Horizons Worldwide, Inc.
Irrevocable Proxy for New Horizons Worldwide, Inc.
The undersigned Investors and Stockholders have caused this Voting Agreement and Irrevocable
Proxy to be executed as of the day and the year first written above
| Investor: | ||||
| Alkhaleej Training and Education Corp. |
||||
| By: | /s/ Awaleed Aldryaan | |||
| Name: | Awaleed Aldryaan | |||
| Title: | President | |||
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Investor and Stockholder Signature Page to Voting Agreement and
Irrevocable Proxy for New Horizons Worldwide, Inc.
Irrevocable Proxy for New Horizons Worldwide, Inc.
The undersigned Investors and/or Stockholders have caused this Voting Agreement and
Irrevocable Proxy to be executed as of the day and the year first written above
| Stockholder: |
||||
| /s/ Xxxx X. Xxxxxx | ||||
| Xxxx X. Xxxxxx | ||||
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Investor and Stockholder Signature Page to Voting Agreement and
Irrevocable Proxy for New Horizons Worldwide, Inc.
Irrevocable Proxy for New Horizons Worldwide, Inc.
The undersigned Investors and/or Stockholders have caused this Voting Agreement and
Irrevocable Proxy to be executed as of the day and the year first written above
Stockholders:
| /s/ Xxxxxx Xxx Xxxxx | /s/ Xxxxxxx X. Xxxxxx | |
Xxxxxx Xxx Xxxxx, Xx., Trustee
Xxxxxx Xxx Xxxxx, Xx. Declaration of Trust dated September 22, 1989, as modified. |
Xxxxxxx X. Xxxxxx, Trustee
Xxxxxx Xxx Xxxxx, Xx. Irrevocable Trust f/b/o Xxxxxx X. Xxxxxxx dated 12/13/91 |
|
| /s/ Xxxxxxx X. Xxxxxx | /s/ Xxxxxxx X. Xxxxxx | |
Xxxxxxx X. Xxxxxx, Trustee
Xxxxxx Xxx Xxxxx, Xx. Irrevocable Trust f/b/o Xxxxxx Xxx Xxxxx III dated 12/13/91 |
Xxxxxxx X. Xxxxxx, Trustee
Xxxxxx Xxx Xxxxx, Xx. Irrevocable Trust f/b/o Gay X. Xxxxx dated 12/13/91 |
|
| /s/ Xxxxxxx X. Xxxxxx | /s/ Xxxxxxx X. Xxxxxx | |
Xxxxxxx X. Xxxxxx, Trustee
Xxxxxx Xxx Xxxxx, Xx. Irrevocable Trust f/b/o Xxxxx X. Xxxxx dated 12/13/91 |
Xxxxxxx X. Xxxxxx, Trustee
Xxxxxx Xxx Xxxxx, Xx. Irrevocable Trust f/b/o Xxxxxxx X. Xxxxx dated 12/13/91 |
|
| /s/ Xxxxxx Xxxxxxxx | /s/ Xxxxxxx X. Xxxxx | |
Xxxxxx Xxxxxxxx
|
Xxxxxxx X. Xxxxx, Trustee
UAW Xxxxxx Xxx Xxxxx, Xx. f/b/o Xxxx X. Xxxxx dated 5/11/92 |
|
| /s/ Xxxxxxx X. Xxxxx | /s/ Gay X. Xxxxx | |
Xxxxxxx X. Xxxxx, Trustee
UAW Xxxxxx Xxx Xxxxx, Xx. f/b/x Xxxxxx X. Xxxxx dated 12/28/95 |
Gay X. Xxxxx, Trustee
UAW Xxxxxx Xxx Xxxxx, Xx. f/b/o Xxxxxxx X. Asaph dated 6/21/91 |
|
| /s/ Xxxx Xxxxx | /s/ Xxxxxx Xxx Xxxxx III | |
Xxxx Xxxxx
|
Xxxxxx Xxx Xxxxx III, Trustee
UAW Xxxxxx Xxx Xxxxx, Xx. f/b/x Xxxxxx X. Xxxxx |
|
| /s/ Xxxxx Xxxxx, Xx. | /s/ Xxxxx X. Xxxxx | |
Xxxxx Xxxxx, Xx.
|
Xxxxx X. Xxxxx, Trustee
UAW Xxxxxx Xxx Xxxxx, Xx. f/b/o Xxxxxxxxx X. Xxxxx dated 10/17/89 |
|
| /s/ Xxxxxxx X. Xxxxxx | ||
Xxxxxxx X. Xxxxxx |
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Investor and Stockholder Signature Page to Voting Agreement and
Irrevocable Proxy for New Horizons Worldwide, Inc.
Irrevocable Proxy for New Horizons Worldwide, Inc.
The undersigned Investors and/or Stockholders have caused this Voting Agreement and
Irrevocable Proxy to be executed as of the day and the year first written above
Stockholders:
/s/
Xxxxxx X. Xxxxx |
/s/ Xxxxxx X. Xxxxx | |
Xxxxxx X. Xxxxx, Trustee, Xxxxxx X. Xxxxx Declaration
of Trust dated November 18, 1981, as modified |
Xxxxxx X. Xxxxx, Xx. | |
/s/
Eva Xxxxx Xxxxx
|
/s/ Xxxxxx X. Xxxxx | |
Xxx Xxxxx Xxxxx
|
Xxxxxx X. Xxxxx, Xx. and Xxx Xxxxx Xxxxx, JT | |
/s/
Xxxxxx X. Xxxxx
|
/s/ Xxxxxx X. Xxxxx | |
Xxxxxx X. Xxxxx, Xx. Trustee
Xxxxxx X. Xxxxx Trust f/b/o Xxxxx X. Xxxxx dated 10/17/89 |
Xxxxxx X. Xxxxx, Xx. Trustee
Xxxxxx X. Xxxxx Trust f/b/o Xxxxxxx X. Xxxxx dated 12/13/91 |
|
/s/
Xxxxx Xxxxx Xxxxxxxxx
|
/s/ Xxxxxxxx X. Xxxxxxxxx | |
Xxxxx Xxxxx Xxxxxxxxx
|
Xxxxxxxx X. Xxxxxxxxx | |
/s/
Xxxxx Xxxxx Xxxxxxxxx
|
/s/ Xxxxx Xxxxx Xxxxxxxxx | |
Xxxxx Xxxxx Xxxxxxxxx, Trustee
Xxxxxx X. Xxxxx Trust f/b/o Xxxxxxxx X. Xxxxxxxxx, Xx. dated 4/24/92 |
Xxxxx Xxxxx Xxxxxxxxx, Trustee
Xxxxxx X. Xxxxx Trust f/b/o Xxxx X. Xxxxxxxxx dated 11/16/95 |
|
/s/
Xxxxx Xxxxx Xxxxxxxxx
|
/s/ Xxxxxx X. Xxxxx / Xxxxx Xxxxx Xxxxxxxxx | |
Xxxxx Xxxxx Xxxxxxxxx, Trustee
Xxxxxx X. Xxxxx Trust f/b/o Xxxxxx X. Xxxxxxxxx dated 7/28/98 |
Xxxxxx X. Xxxxx, Xx. and Xxxxx Xxxxx Xxxxxxxxx,
Co-Trustees
Xxxxxx X. Xxxxx Grandchildren’s Trust |
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Investor and Stockholder Signature Page to Voting Agreement
and
Irrevocable Proxy for New Horizons Worldwide, Inc.
Irrevocable Proxy for New Horizons Worldwide, Inc.
The undersigned Investors and/or Stockholders have caused this Voting Agreement and
Irrevocable Proxy to be executed as of the day and the year first written above
Stockholders:
/s/
Xxxxx X. Xxxxxxxxxx
|
/s/ Xxxxx X Xxxxxxxxxx | |
Xxxxx X. Xxxxxxxxxx Trustee
Xxxxx X. Xxxxxxxxxx Trust dated May 6, 1981, as modified |
Xxxxx X Xxxxxxxxxx | |
| /s/ Xxxx X. Xxxxx | /s/ Xxxx Xxxxx | |
| Xxxx Xxxxx, Trustee, U/A dated July 2, 1998
Xxxxx X. Xxxxxxxxxx Trust f/b/o Xxxxxxxxx Xxxxx Xxxxx |
||
/s/
Xxxx Xxxxx
|
/s/ Xxxx Xxxxx | |
Xxxx Xxxxx, Trustee, U/A dated October 8, 1992
Xxxxx X. Xxxxxxxxxx Trust f/b/o Xxxxxxx Xxxxx Xxxxx |
Xxxx Xxxxx, Trustee, U/A dated March 15, 1995
Xxxxx X. Xxxxxxxxxx Trust f/b/o Xxxxxx Xxxxxx Xxxxx |
|
/s/
Xxxxxx X. Xxxxxxxxxx
|
/s/ Xxxxxx X. Xxxxxxxxxx | |
| Xxxxxx X. Xxxxxxxxxx, Trustee
U/A dated December 24, 1991 by Xxxxx X. Xxxxxxxxxx f/b/o Xxxxx X. Xxxxxxxxxx |
||
| /s/Xxxxxx X Xxxxxxxxxx | /s/ Xxxxx X Xxxxx | |
Xxxxxx X Xxxxxxxxxx, Trustee
U/A dated May 30, 1996 by Xxxxx X. Xxxxxxxxxx f/b/o Xxxxxx Xxxxx Xxxxxxxxxx |
Xxxxx X Xxxxx | |
/s/
Xxxxx X. Xxxxx
|
/s/ Xxxxx X Xxxxx | |
Xxxxx X. Xxxxx, Trustee
U/A dated April 28, 1993 by Xxxxx X. Xxxxxxxxxx f/b/o Xxxxxx Xxxx Xxxxx |
Xxxxx X Xxxxx, Trustee
U/A dated November 8, 1995 by Xxxxx X. Xxxxxxxxxx f/b/o Xxxxxxx Xxxxxx Xxxxx |
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Investor and Stockholder Signature Page to Voting Agreement and
Irrevocable Proxy for New Horizons Worldwide, Inc.
Irrevocable Proxy for New Horizons Worldwide, Inc.
The undersigned Investors and/or Stockholders have caused this Voting Agreement and
Irrevocable Proxy to be executed as of the day and the year first written above
Stockholders:
| /s/ Xxxxx X. Xxxxxxx | ||||
| Xxxxx X. Xxxxxxx Contributory XXX | ||||
| /s/ Xxxxx X. Xxxxxxx | ||||
| Xxxxx X. Xxxxxxx for | ||||
| Xxxxx X. Xxxxxxx Contributory XXX | ||||
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Investor and Stockholder Signature Page to Voting Agreement and
Irrevocable Proxy for New Horizons Worldwide, Inc.
Irrevocable Proxy for New Horizons Worldwide, Inc.
The undersigned Investors and Stockholders have caused this Voting Agreement and Irrevocable
Proxy to be executed as of the day and the year first written above
| Stockholders: |
||||
| Camden Partners Strategic Fund III, L.P. |
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| By: | /s/ Xxxxx X. Xxxxxxx | |||
| Name: | Xxxxx X. Xxxxxxx | |||
| Title: | Managing Member | |||
| Camden Partners Strategic Fund III-A, L.P. |
||||
| By: | /s/ Xxxxx X. Xxxxxxx | |||
| Name: | Xxxxx X. Xxxxxxx | |||
| Title: | Managing Member | |||
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Schedule A to Voting Agreement and Irrevocable Proxy
for New Horizons Worldwide, Inc.
List of Investors and Stockholders and Voting Shares
for New Horizons Worldwide, Inc.
List of Investors and Stockholders and Voting Shares
Investors
| Name And Address of Investor | Number of Shares | |||
ATMF New Horizons, LLC |
1,999,996 | |||
0000 Xxxxxxxxx Xxxx, Xxxxx 000 Xxxxxxxxxx Xxxxx, XX 00000 |
||||
NH Investment LLC |
1,999,996 | |||
00000 Xxxxxxxx Xxx., Xxxxx 000, Xxxxxxxxxx Xxxxx, XX 00000 |
||||
Alkhaleej Training and Education Corp. |
444,447 | |||
P. O. Xxx 000000, Xxxxxx 00000 Kingdom of Saudi Arabia |
||||
Stockholders
| Name And Address of Stockholder | Number of Shares | |||
Xxxxxx X. Xxxxx 0000 Xxxxxxxxx Xxxx, Xxxxx 000 Xxxxxxxxxx Xxxxx, XX 00000 |
690,000 | |||
Xxxxxx X. Xxxxx 00000 Xxxxxxxx Xxx., Xxxxx 000, Xxxxxxxxxx Xxxxx, XX 00000 |
100,000 | |||
Xxxxxx X. Xxxxx 000 X Xxx Xxxxxx Xxxxx 000 Xxxx, XX 00000 |
45,500 | |||
Xxxxxxxx Xxx 00000 Xxxxxxxx Xxx., Xxxxx 000, Xxxxxxxxxx Xxxxx, XX 00000 |
17,000 | |||
Xxxxxxx Xxxxxxx Renaissance Corporate Park 0000 Xxxxxxx Xxxxx Xxxx xx Xxxxxxx 00000 |
10,400 | |||
Xxxx X. Xxxxxx 0000 X. Xxxxx Xxxxxxx Xxxx., Xxxxx 000 Xxxxxxx, Xxxxxxxxxx 00000-0000 |
468,695 | |||
| Name And Address of Stockholder | Number of Shares | |||
Xxxxxx Xxx Xxxxx, Xx., Trustee Xxxxxx Xxx Xxxxx, Xx. Declaration of Trust dated September 22, 1989, as modified 0000 Xxxxxxxxxx Xxxx Xxxxxxxx, XX 00000 |
922,797 | |||
Xxxxxxx X. Xxxxxx, Trustee Xxxxxx Xxx Xxxxx, Xx. Irrevocable Trust f/b/o Xxxxxx X. Xxxxxxx dated 12/13/91 00000 Xxxxxxx Xxxx., Xxxxx 000 Xxxxxxxxx, XX 00000 |
63,158 | |||
Xxxxxxx X. Xxxxxx, Trustee Xxxxxx Xxx Xxxxx, Xx. Irrevocable Trust f/b/o Xxxxxx Xxx Xxxxx III dated 12/13/91 00000 Xxxxxxx Xxxx., Xxxxx 000 Xxxxxxxxx, XX 00000 |
68,083 | |||
Xxxxxxx X. Xxxxxx, Trustee Xxxxxx Xxx Xxxxx, Xx. Irrevocable Trust f/b/o Gay X. Xxxxx dated 12/13/91 00000 Xxxxxxx Xxxx., Xxxxx 000 Xxxxxxxxx, XX 00000 |
46,821 | |||
Xxxxxxx X. Xxxxxx, Trustee Xxxxxx Xxx Xxxxx, Xx. Irrevocable Trust f/b/o Xxxxx X. Xxxxx dated 12/13/91 00000 Xxxxxxx Xxxx., Xxxxx 000 Xxxxxxxxx, XX 00000 |
68,083 | |||
Xxxxxxx X. Xxxxxx, Trustee Xxxxxx Xxx Xxxxx, Xx. Irrevocable Trust f/b/o Xxxxxxx X. Xxxxx dated 12/13/91 00000 Xxxxxxx Xxxx., Xxxxx 000 Xxxxxxxxx, XX 00000 |
68,083 | |||
Xxxxxx Xxxxxxxx 000 Xxxxxx Xxxxxx Xxxxx Xxxxxxxxxxx, XX 00000 |
15,325 | |||
Xxxxxxx X. Xxxxx, Trustee UAW Xxxxxx Xxx Xxxxx, Xx. f/b/o Xxxx X. Xxxxx dated 5/11/92 000 Xxxxxx Xxxxxx Xxxxx Xxxxxxxxxxx, XX 00000 |
28,625 | |||
Xxxxxxx X. Xxxxx, Trustee UAW Xxxxxx Xxx Xxxxx, Xx. f/b/x Xxxxxx X. Xxxxx dated 12/28/95 000 Xxxxxx Xxxxxx Xxxxx Xxxxxxxxxxx, XX 00000 |
27,075 | |||
| Name And Address of Stockholder | Number of Shares | |||
Gay X. Xxxxx, Trustee UAW Xxxxxx Xxx Xxxxx, Xx. f/b/o Xxxxxxx X. Asaph dated 6/21/91 00 Xxxxxx Xxxxxx Xxxxxx, XX 00000 |
36,619 | |||
Xxxx Xxxxx 00 Xxxx Xxxxxx Xxxxxxx, XX 00000 |
12,800 | |||
Xxxxxx Xxx Xxxxx III, Trustee UAW Xxxxxx Xxx Xxxxx, Xx. f/b/x Xxxxxx X. Xxxxx 00 Xxxx Xxxxxx Xxxxxxx, XX 00000 |
30,825 | |||
Xxxxx Xxxxx, Xx. 0000 Xxxxxxxx Xxxxxx Xxxxxx, XX 00000 |
63,880 | |||
Xxxxx X. Xxxxx, Trustee UAW Xxxxxx Xxx Xxxxx, Xx. f/b/o Xxxxxxxxx X. Xxxxx dated 10/17/89 000 Xxxx Xxxxxx Xxxxxxxxx, XX 00000 |
58,580 | |||
Xxxxxxx X. Xxxxxx 00000 Xxxxxxx Xxxx., Xxxxx 000 Xxxxxxxxx, XX 00000 |
7,500 | |||
Xxxxxx X. Xxxxx, Trustee, Xxxxxx X. Xxxxx Declaration of Trust dated November 18, 1981, as modified 00 Xxxx Xxxxx Xxxxx Xxxxxx Xxxxxx, XX 00000 |
1,102,438 | |||
Xxxxxx X. Xxxxx, Xx. 0000 Xxxxxxxxxx Xxxx Xxxxxxxxx, XX 00000 |
25,225 | |||
Eva Xxxxx Xxxxx 0000 Xxxxxxxxxx Xxxx Xxxxxxxxx, XX 00000 |
25,225 | |||
Xxxxxx X. Xxxxx, Xx. and Eva Xxxxx Xxxxx, JT 0000 Xxxxxxxxxx Xxxx Xxxxxxxxx, XX 00000 |
169,391 | |||
Xxxxxx X. Xxxxx, Xx. Trustee Xxxxxx X. Xxxxx Trust f/b/o Xxxxx X. Xxxxx dated 10/17/89 0000 Xxxxxxxxxx Xxxx Xxxxxxxxx, XX 00000 |
13,152 | |||
| Name And Address of Stockholder | Number of Shares | |||
Xxxxxx X. Xxxxx, Xx. Trustee Xxxxxx X. Xxxxx Trust f/b/o Xxxxxxx X. Xxxxx dated 12/13/91 0000 Xxxxxxxxxx Xxxx Xxxxxxxxx, XX 00000 |
6,512 | |||
Xxxxx Xxxxx Xxxxxxxxx 0000 Xxxxxxx Xxxx Xxxxxx Xxxx, XX 00000 |
61,079 | |||
Xxxxxxxx X. Xxxxxxxxx 0000 Xxxxxxx Xxxx Xxxxxx Xxxx, XX 00000 |
105,825 | |||
Xxxxx Xxxxx Xxxxxxxxx, Trustee Xxxxxx X. Xxxxx Trust f/b/o Xxxxxxxx X. Xxxxxxxxx, Xx. dated 4/24/92 0000 Xxxxxxx Xxxx Xxxxxx Xxxx, XX 00000 |
75,366 | |||
Xxxxx Xxxxx Xxxxxxxxx, Trustee Xxxxxx X. Xxxxx Trust f/b/o Xxxx X. Xxxxxxxxx dated 11/16/95 0000 Xxxxxxx Xxxx Xxxxxx Xxxx, XX 00000 |
72,421 | |||
Xxxxx Xxxxx Xxxxxxxxx, Trustee Xxxxxx X. Xxxxx Trust f/b/o Xxxxxx X. Xxxxxxxxx dated 7/28/98 0000 Xxxxxxx Xxxx Xxxxxx Xxxx, XX 00000 |
71,118 | |||
Xxxxxx X. Xxxxx, Xx. and Xxxxx Xxxxx Xxxxxxxxx,
Co-Trustees Xxxxxx X. Xxxxx Grandchildren’s Trust dated 1/30/01 0000 Xxxxxxxxxx Xxxx Xxxxxxxxx XX 00000 and 0000 Xxxxxxx Xxxx Xxxxxx Xxxx, XX 00000 |
292,583 | |||
Xxxxx X. Xxxxxxxxxx Trustee Xxxxx X. Xxxxxxxxxx Trust dated May 6, 1981, as modified 000 Xxx Xxxxxxx Xxxxx Xxxxxxxxx, XX 00000 |
3,000 | |||
Xxxxx X Xxxxxxxxxx 000 Xxx Xxxxxxx Xxxxx Xxxxxxxxx, XX 00000 |
22,000 | |||
| Name And Address of Stockholder | Number of Shares | |||
Xxxx X. Xxxxx 000 Xxxxxxx Xxxx Xxxxxxxxx, XX 00000 |
12,800 | |||
Xxxx Xxxxx, Trustee U/A dated July 2, 1998 Xxxxx X. Xxxxxxxxxx Trust f/b/o Xxxxxxxxx Xxxxx Xxxxx 000 Xxxxxxx Xxxx Xxxxxxxxx, XX 00000 |
1,681 | |||
Xxxx Xxxxx, Trustee U/A dated October 8, 1992 Xxxxx X. Xxxxxxxxxx Trust f/b/o Xxxxxxx Xxxxx Xxxxx 000 Xxxxxxx Xxxx Xxxxxxxxx, XX 00000 |
3,125 | |||
Xxxx Xxxxx, Trustee U/A dated March 15, 1995 Xxxxx X. Xxxxxxxxxx Trust f/b/o Xxxxxx Xxxxxx Xxxxx 000 Xxxxxxx Xxxx Xxxxxxxxx, XX 00000 |
3,750 | |||
Xxxxxx X. Xxxxxxxxxx 000 Xxxxx Xxxx Xxxxxxx, XX 00000-0000 |
10,225 | |||
Xxxxxx X. Xxxxxxxxxx, Trustee U/A dated December 24, 1991 by Xxxxx X. Xxxxxxxxxx f/b/o Xxxxx X. Xxxxxxxxxx 000 Xxxxx Xxxx Xxxxxxx, XX 00000-0000 |
2,100 | |||
Xxxxxx X Xxxxxxxxxx, Trustee U/A dated May 30, 1996 by Xxxxx X. Xxxxxxxxxx f/b/o Xxxxxx Xxxxx Xxxxxxxxxx 000 Xxxxx Xxxx Xxxxxxx, XX 00000-0000 |
3,090 | |||
Xxxxx X Xxxxx 00000 Xxx Xxxxxx Xxxxx Xxxxxx Xxxx, XX 00000 |
11,100 | |||
| Name And Address of Stockholder | Number of Shares | |||
Xxxxx X. Xxxxx, Trustee U/A dated April 28, 1993 by Xxxxx X. Xxxxxxxxxx f/b/o Xxxxxx Xxxx Xxxxx 00000 Xxx Xxxxxx Xxxxx Xxxxxx Xxxx, XX 00000 |
3,125 | |||
Xxxxx X Xxxxx, Trustee U/A dated November 8, 1995 by Xxxxx X. Xxxxxxxxxx f/b/o Xxxxxxx Xxxxxx Xxxxx 00000 Xxx Xxxxxx Xxxxx Xxxxxx Xxxx, XX 00000 |
4,375 | |||
Xxxxx X. Xxxxxxx Contributory XXX c/o 00 Xxxxxx Xxxx Xxxx Xxxxxx, Xxxxxxxx 00000 |
150,000 | |||
Xxxxx X. Xxxxxxx Contributory XXX c/o 00 Xxxxxx Xxxx Xxxx Xxxxxx, Xxxxxxxx 00000 |
100,000 | |||
Camden Partners Strategic Fund III, L.P. 000 Xxxx Xxxxx Xxxxxx, Xxxxx 0000 Xxxxxxxxx, XX 00000 |
4,084,155 | |||
Camden Partners Strategic Fund III-A, L.P. 000 Xxxx Xxxxx Xxxxxx, Xxxxx 0000 Xxxxxxxxx, XX 00000 |
169,724 | |||
