Exhibit 2.4
VOTING AGREEMENT
THIS VOTING AGREEMENT ("Agreement") is made and entered into as of this
3rd day of November, 2004, by and among Micro Interconnect Technology, Inc., a
Nevada corporation (the "Buyer"), each of the persons listed under the caption
"Stockholders" on the signature page hereof, such persons being all of the
stockholders ("Stockholders") of Lanbo Financial Investment Company Group
Limited, a corporation incorporated under the laws of the British Virgin Islands
("Company"), and Xxxxxxx Reverse Merger Fund, LLC, a limited liability company
formed and organized under the laws of the State of Delaware ("KRM Fund"). The
Stockholders shall be referred to herein collectively as the "Stockholders" and
each, individually, as the "Stockholder".
RECITALS
A. Buyer, KRM Fund, Company and certain of the Stockholders are parties
to a certain Share Exchange Agreement dated as of September 29, 2004 ("Exchange
Agreement").
B. Certain of the Stockholders will be issued Service Provider Shares
immediately following the Closing of the transactions under the Exchange
Agreement.
C. Unless otherwise defined herein, the capitalized terms herein shall
have the meaning set forth in the Exchange Agreement.
D. KRM Fund owns a majority of the issued and outstanding shares of
Buyer Common Stock immediately preceding the Closing of the Transaction
contemplated under the Exchange Agreement.
E. As a condition to and an inducement to Buyer's and KRM Fund's
willingness to enter into the Exchange Agreement, the Stockholders and Buyer
have agreed to enter into this Agreement as a condition to Closing or as a
condition to the issuance of the Service Provider Shares.
F. Each of Stockholders and Buyer acknowledge that the agreements
contained in this Agreement are an integral part of the transactions
contemplated by the Exchange Agreement and that, without these agreements, Buyer
would not enter into the Exchange Agreement, and KRM Fund would not have
approved the Exchange Agreement and the transactions contemplated thereunder.
NOW THEREFORE, in consideration of the premises, the respective
commitments and undertakings of the parties hereto, and other good and valuable
consideration, the receipt and adequacy of which are hereby acknowledged, the
parties agree as follows:
1. Recitals. The recitals set forth above are incorporated in this
Agreement by reference as if such recitals were set forth in this Agreement in
their entirety.
2. Voting Agreement Regarding Directors.
(a) Right to Nominate and Agreement to Elect Director. For the one
(1) year period following the Closing, KRM Fund shall have the right, pursuant
to the Exchange Agreement, to nominate one (1) director to the board of
directors of Buyer ("Board"). Each Stockholder agrees to vote all shares of
Buyer Common Stock that he now or hereafter owns (or as to which he has voting
power) ("Shares") as may be necessary to elect the one (1) director nominated by
KRM Fund during the one (1) year period following the Closing (the "Applicable
Period").
(b) Removal. Any director of Buyer may be removed from the Board
in the manner allowed by law and Buyer's Charter Documents, but with respect to
the director nominated by KRM Fund pursuant to Section 2(a) above, in the event
such director is removed pursuant to Section 2(b) hereof, KRM Fund shall have
the right, pursuant to Section 2(a) above, to nominate such removed director's
replacement, subject to the approval of the Stockholders, such approval to not
be unreasonably withheld.
(c) Director Qualifications. KRM Fund may nominate any person of
sound mind and legal age to serve as director; provided, however, that such
person (i) shall not be employed within or otherwise principally associated with
Buyer or its subsidiaries and affiliates, (ii) shall be subject to the approval
of the Stockholders which approval shall not be unreasonably withheld, (iii)
shall qualify as an "independent" director under the applicable corporate
governance requirement and standards imposed by the SOX Act, the SEC, and any
exchange on which Buyer's securities are listed or quoted, or are expected to be
listed or quoted, and (iv) shall qualify as a financial expert such that such
director may, in the reasonable discretion of the Board, sit on the audit
committee of Buyer. KRM Fund acknowledges that there is no assurance its nominee
will receive any compensation from Buyer for serving as a member of the Board;
provided, however, that the nominee will receive compensation commensurate with
other non-executive directors serving on the Buyer's board of directors.
(d) Covenants of Buyer and Stockholders. Buyer and Stockholders
agree to use their best efforts to ensure that the rights granted hereunder are
effective and that KRM Fund enjoys the benefits thereof. Such actions include,
without limitation, the use of Buyer's and each Stockholder's best efforts to
cause the nomination and election of the director as provided above. Buyer and
Stockholders will not, by any voluntary action, avoid or seek to avoid the
observance or performance of any of the terms to be performed hereunder by them,
but will at all times in good faith assist in the carrying out of all of the
provisions of this Section 2 and in the taking of all such actions as may be
necessary, appropriate or reasonably requested in order to protect the rights of
KRM Fund hereunder against impairment.
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(e) No Liability for Election of Recommended Directors. Other than
as approved in Section 2(c) above, neither Buyer nor the Stockholders, nor any
of Buyer's officers, directors, stockholders, partners, employees or agents
makes any representation or warranty as to the fitness or competence of any
nominee of KRM Fund to serve on the Board by virtue of such party's execution of
this Agreement or by the act of such party in voting for such nominee pursuant
to this Agreement.
3. Grant of Irrevocable Proxy. To secure each Stockholder's obligation
to vote that Stockholder's Shares in accordance with the provisions of this
Agreement, each Stockholder hereby, during the Applicable Period, appoints
Xxxxxxx X. Xxxxxxx ("Fund Representative") as his true and lawful proxy, with
full power of substitution, to vote all Shares, in such proxy's sole discretion,
solely to effect the provisions of Section 2 hereof. The proxies and powers
granted by each Stockholder pursuant to this Agreement are coupled with an
interest and are given to secure the performance of such Stockholder's duties
under this Agreement. Such proxies will be irrevocable during the one (1) year
period following the Closing, shall terminate thereupon and such proxies shall
survive the death, incompetency and disability of any Stockholder or other
holder of such Stockholder's Shares.
4. Transfer of Shares. No Shares shall be transferred during the
Applicable Period unless and until the transferee executes an instrument
acknowledging and agreeing that the Shares being acquired are subject to the
agreements, restrictions and irrevocable proxies set forth in this Agreement.
5. Legend. Each certificate evidencing Shares owned by any Stockholder
and each certificate issued in exchange for or upon the transfer of any such
Shares during the Applicable Period shall be stamped or otherwise imprinted with
a legend in substantially the following form or to the following effect:
"The securities represented by this certificate are subject to
a Voting Agreement by and among the original holder of such
securities, the issuer of such securities, and Xxxxxxx Reverse
Merger Fund, LLC and to an irrevocable proxy granted pursuant
to the Voting Agreement. A copy of such agreement will be
furnished without charge by issuer at its corporate offices,
upon written request."
6. Miscellaneous Provisions.
(a) Binding Effect. This Agreement shall constitute a valid and
binding agreement among the Stockholders and any subsequent holders of Shares
now or hereafter owned by the Stockholders and their respective successors and
assigns.
(b) Remedies. KRM Fund shall be entitled to specific enforcement
of its rights under this Agreement, to recover damages by reason of any breach
of any provision hereof and to exercise all other rights existing in their
favor. The parties hereto agree and acknowledge that money damages may not be an
adequate remedy for any breach of the provisions of this Agreement and that KRM
Fund may, in its sole discretion, apply to any court of law or equity of
competent jurisdiction for specific performance and/or injunctive relief in
order to enforce or prevent any violations of the provisions of this Agreement.
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(c) Severability. Whenever possible, each provision of this
Agreement will be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement is held to be prohibited
by or invalid under applicable law, such provision will 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.
(d) Entire Agreement. This Agreement embodies the complete
agreement and understanding among the parties with respect to the subject matter
hereof and supersedes and preempts any prior understandings, agreements or
representations, by or among the parties, written or oral, which may have
related to the subject matter hereof in any way.
(e) Counterparts. This Agreement may be executed on separate
counterparts, each of which will be an original and all of which taken together
will constitute one and the same Agreement.
(f) Governing Law. All questions concerning this Agreement will be
governed by and interpreted in accordance with the internal law, not the law of
conflicts, of the state of Nevada, USA.
(g) Arbitration. Any disputes or claims arising under or in
connection with this Agreement or the transactions contemplated hereunder shall
be resolved by binding arbitration. Notice of a demand to arbitrate a dispute by
any party shall be given in writing to the other parties at their last known
address. Arbitration shall be commenced by the filing by a party of an
arbitration demand with the American Arbitration Association ("AAA") in its
office in New York, New York USA. The arbitration and resolution of the dispute
shall be resolved by a single arbitrator appointed by the AAA pursuant to AAA
rules. The arbitration shall in all respects be governed and conducted by
applicable AAA rules, and any award and/or decision shall be conclusive and
binding on the parties. The arbitration shall be conducted in New York, New
York. The arbitrator shall supply a written opinion supporting any award, and
judgment may be entered on the award in any court of competent jurisdiction.
Each party shall pay its own fees and expenses for the arbitration, except that
any costs and charges imposed by the AAA and any fees of the arbitrator for his
services shall be assessed against the losing party by the arbitrator. In the
event that preliminary or permanent injunctive relief is necessary or desirable
in order to prevent a party from acting contrary to this Agreement or to prevent
irreparable harm prior to a confirmation of an arbitration award, then either
party is authorized and entitled to commence a lawsuit solely to obtain
equitable relief against the other pending the completion of the arbitration in
a court having jurisdiction over the parties. All rights and remedies of the
parties shall be cumulative and in addition to any other rights and remedies
obtainable from arbitration.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date set forth in the first paragraph.
MICRO INTERCONNECT TECHNOLOGY, INC.
By:/s/ Xxxxx X. Xxxxxxx
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Xxxxx X. Xxxxxxx, President
XXXXXXX REVERSE MERGER FUND, LLC
By: /s/ Xxxxxxx X. Xxxxxxx
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Xxxxxxx X. Xxxxxxx, Manager
STOCKHOLDERS:
/s/ Lu Pingji
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Lu Pingji, Individually
/s/ Xiao Genxiang
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Xiao Genxiang, Individually
/s/ Xxxx Xxxxxxxx
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Xxxx Xxxxxxxx, Individually
/s/ Lu Pingji
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Lu Pingji, as Voting Trustee
under the Voting Trust Agreement dated
September 28, 0000
/x/ Xx Xxxx
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Xx Xxxx
/s/ Xxxx Xxxx
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Xxxx Xxxx
/s/ To Xxx Xxxxx
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To Xxx Xxxxx
/s/Du Qing Song
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Du Qing Song
/s/ Xxxx Xxxx
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Xxxx Xxxx
/s/ Xxx Xxxxx
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Xxx Xxxxx
/s/ Xxxxx Xxx
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Xxxxx Xxx
