EXHIBIT#3
HADRON, INC.
VOTING AGREEMENT
March 30, 2000
HADRON, INC.
VOTING AGREEMENT
THIS AGREEMENT is made and entered into on March 30, 2000 by
and among each of certain holders of the common stock of HADRON,
INC., a New York corporation (the "Company"), designated as
Holders on the signature pages hereto (the "Holders"), X.X.
Xxxxxxx ("Xxxxxxx"), and Xxx X. Xxxxx ("Xxxxx"), Xxxxxxxx X.
Xxxxx ("Xxx. Xxxxx"), the Xxxxx Dynastic Trust (the "Xxxxx
Trust") and J. Xxxxxxx Xxxx ("Xxxx") (Xxxxx, Xxx. Xxxxx, Xxxxx
Trust and Xxxx, being collectively, the "Investors" and the
Investors together with Xxxxxxx, being collectively, the "Voting
Group," and individually a "Member" of the Voting Group).
WHEREAS, pursuant to that certain Securities Purchase
Agreement of even date herewith (the "Purchase Agreement"), the
Investors and certain of the Holders have purchased shares of the
Company's common stock, $0.02 par value ("Common Stock"); and
WHEREAS, as a consequence of the aforesaid purchase, the
Members of the Voting Group hold a majority of the issued and
outstanding shares of Common Stock; and
WHEREAS, the Holders and the Members of the Voting Group
desire stability and continuity of management for the Company,
and desire therefore to enter into this Agreement to provide for
voting as to the number and identity of directors and to the
change in the state of the Company's corporate domicile.
NOW, THEREFORE, in consideration of the mutual covenants
contained herein and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the
parties hereby agree as follows:
1. Agreement to Vote. Each Holder and Member of the
Voting Group hereby agrees to hold all of the Common Stock
registered in his or its name, and any securities of the Company
issued with respect to, upon conversion of, or in exchange or
substitution for the Common Stock, and any other voting
securities of the Company subsequently acquired by such Holder or
Member, (such Common Stock and other voting securities
hereinafter collectively referred to as the "Voting Shares")
subject to, and to vote the Voting Shares in accordance with, the
provisions of this Agreement. Except as set forth in paragraph 3
hereof, any person purchasing or otherwise acquiring Voting
Shares subsequent to the date hereof shall become a party to this
Agreement and shall be subject to the obligations hereunder.
2. Board of Directors.
(a) From and after the date hereof and until the
provisions of this Section cease to be effective, each Holder and
each Member (Holders and Members of the Voting Group collectively
referred to collectively as "Stockholders" and individually as
"Stockholder") shall vote all of the Voting Shares over which
such Stockholder has voting control and shall take all other
necessary or desirable actions within such Stockholder's control
(whether in his or its capacity as a stockholder, director,
member of a board committee or officer of the Company or
otherwise), and including, without limitation, attendance at
meetings in person or by proxy for purposes of obtaining a quorum
and execution of written consents in lieu of meetings so that:
(1) The authorized number of members of the
Company's Board of Directors (the "Board") shall continue to be
five (5) unless and until such greater number is directed or
approved by the Investors.
(2) During the term of this Agreement, the
Investors shall be entitled to nominate (the "Investor Nominees")
and the Stockholders shall vote their shares to elect the
Investor Nominees as the majority of the members of the Board.
(3) Any Investor Nominee elected or appointed as a director
hereunder shall be removed from the Board (and thereupon from all
committees of the Board), with or without cause, only upon the
written request or consent of the Investors.
(4) In the event that any Investor Nominee
designated hereunder for any reason ceases to serve as a member
of the Board or any committee thereof during such
representative's term of office, the resulting vacancy on the
Board or committee shall be filled by a newly designated Investor
Nominee.
(5) Upon the written direction or consent of the
Investors, the Company shall take such actions as may be
necessary and convenient to change the corporate domicile of the
Company to the state of Delaware.
(b) In each case provided for herein, the direction,
consent, approval, nomination or vote of the Investors shall be
determined by the Investors holding a majority of the shares of
the Company's Common Stock held by all Investors.
3. Successors in Interest.
(a) With the exception of transfers made under the conditions
set forth in paragraphs 3(a)(1) and 3(a)(2) below, any attempted
transfer of the Voting Shares shall be of no effect unless and
until the person(s) to whom such shares are being transferred
agrees in writing to be bound by the terms of this Agreement.
This agreement shall not apply to shares that are sold by the
parties during the term of this agreement, provided such sales
are either:
(1) open market sales in brokers' transactions as that term is
defined in Rule 144, under the Securities Act of 1933; or
(2) sales made after the Investors shall have declined a right
of first refusal to purchase such shares at the same price and
terms offered by a bona fide offeree in an arms length
transaction within three (3) business days after Investors
receipt of written notice specifying the price and terms and
identity of the prospective purchaser.
(b) Each certificate representing any of the Voting
Shares shall bear a legend reading as follows:
The shares evidenced hereby are subject to a Voting
Agreement dated as of March 30, 2000 (a copy of which
may be obtained without charge from the issuer) that
contains certain restrictions on the transferability of
the shares, 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 such Voting Agreement.
4. Termination. This Agreement shall terminate in its
entirety and be of no further force or effect five (5) years from
the effective date of this Agreement.
5. Amendments and Waivers. Any term hereof may be amended
and the observance of any term hereof may be waived (either
generally or in a particular instance and either retroactively or
prospectively) only with the written consent of (a) the Holders
or their assigns holding not less than a majority of the shares
of Common Stock held by all Holders; and (b) the Members of the
Voting Group or their assigns holding not less than a majority of
the shares of Common Stock held by all Members of the Voting
Group. Any amendment or waiver so effected shall be binding upon
all parties hereto, any assignee of any such party, and any other
stockholder of the Company subject to the terms of this
Agreement.
6. Stock Splits, Stock Dividends, etc. In the event of
any stock split, stock dividend, recapitalization,
reorganization, or the like, any securities issued with respect
to the Voting Shares shall become "Voting Shares" for purposes of
this Agreement and shall be endorsed with the legend set forth in
Section 3(b) hereof.
7. Enforceability/Severability. The parties hereto agree
that each provision of this Agreement shall be interpreted in
such a manner as to be effective and valid under applicable law.
If any provision of this Agreement shall nevertheless be held to
be prohibited by or invalid under applicable law, (a) such
provision shall be ineffective only to the extent of such
prohibition or invalidity, without invalidating the remainder of
such provision or the remaining provisions of this Agreement, and
(b) the parties shall, to the extent permissible by applicable
law, amend this Agreement, or enter into a voting trust agreement
under which the Voting Shares shall be transferred to the voting
trust created thereby, so as to make effective and enforceable
the intent of this Agreement.
8. Governing Law. This Agreement shall be governed in all
respects by the laws of the Commonwealth of Virginia without
reference to conflict of law provisions.
9. Notices. All notices and other communications required
or permitted hereunder shall be in writing and shall be delivered
personally, mailed by first class mail, postage prepaid, or
delivered by courier or overnight delivery, addressed (a) to such
Stockholder's address on record with the Company. Notices that
are mailed shall be deemed received ten (10) days after deposit
in the United States mail. Notices sent by courier or overnight
delivery shall be deemed received two (2) days after they have
been so sent.
10. Counterparts. This Agreement may be executed in two or
more counterparts, each of which shall be deemed an original, but
all of which together shall constitute one and the same
agreement.
11. Injunctive Relief. Each holder of Voting Shares agrees
and acknowledges that money damages may not be an adequate remedy
for any breach of the provisions of this Agreement and that each
holder of Voting Shares may, in its sole discretion, apply for
specific performance and injunctive relief in any court of
competent jurisdiction in order to enforce or prevent any
violations of the provisions of this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the day and year herein above first written.
XXXXXXX: INVESTORS:
/S/ X.X. XXXXXXX /S/ XXX X. XXXXX
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X.X. Xxxxxxx Xxx X. Xxxxx
/S/ XXXXXXXX X. XXXXX
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Xxxxxxxx X. Xxxxx
Xxxxx Dynastic Trust
/S/ XXX X. XXXXX
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By Xxx X. Xxxxx, Trustee
/S/J. XXXXXXX XXXX
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J. Xxxxxxx Xxxx
HOLDERS:
/S/ XXXX X. XXXXXXX
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Xxxx X. Xxxxxxx
XXXXX XXXX AFFILIATES
/S/ XXXX XXXXX
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Xxxx Xxxxx
/S/ XXXX XXXXX
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Xxxx Xxxxx
/S/ J. XXXXXXX XXXX
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J. Xxxxxxx Xxxx
/S/ XXXXXXX XXXXXX
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Xxxxxxx Xxxxxx
/S/ XXXXXXXX XXXXXXXXXX
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Xxxxxxxx Xxxxxxxxxx
/S/ XXX XXXXXX
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Xxx Xxxxxx
/S/ XXXXX XXXXXX
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Xxxxx Xxxxxx
