EXHIBIT 99.5
ABILITI SHAREHOLDERS VOTING AGREEMENT
This Voting Agreement (this "AGREEMENT") dated as of
_________ __, 2002, is by and among each of the shareholders and creditors
listed on the signature page hereto (each, a "SHAREHOLDER") and Xxxxxx
Technologies, Inc., a corporation organized and existing under the laws of the
State of Delaware ("XXXXXX").
WHEREAS, Abiliti Solutions, Inc., a Missouri corporation
("ABILITI") desires to enter into an Asset Purchase Agreement with Xxxxxx and
Xxxxxx Solutions, Inc., a Delaware corporation and wholly-owned subsidiary of
Xxxxxx ("ACQUISITION SUB") that would provide for the purchase by Acquisition
Sub of substantially all the assets of Abiliti, such Asset Purchase Agreement
to be in substantially the form, and with substantially the terms and
conditions as attached as Exhibit A hereto (a definitive agreement on
substantially such terms, as amended or modified from time to time, the "ASSET
PURCHASE AGREEMENT");
WHEREAS, Xxxxxx has agreed to enter into the Asset Purchase
Agreement only if each of the Shareholders enter into this Agreement;
NOW THEREFORE, in consideration of the foregoing and the
mutual premises, representations, warranties, covenants and agreements
contained herein and in the Asset Purchase Agreement, and in order to induce
Xxxxxx and Acquisition Sub to enter into the Asset Purchase Agreement, the
parties hereto, intending to be legally bound hereby, agree as follows:
1. CERTAIN DEFINITIONS. This Agreement is one of the Abiliti
Voting Agreements referred to in Section 4.32 of the Asset Purchase Agreement.
Capitalized terms used but not defined in this Agreement are used in this
Agreement with the meanings given to such terms in the Asset Purchase
Agreement. In addition, for purposes of this Agreement the following terms
shall have the following meanings:
"ABILITI CAPITAL STOCK" means Abiliti Common Stock, Abiliti
Series A Preferred Stock or Abiliti Series B Preferred Stock, including,
without limitation and the Conversion Shares.
"ABILITI SHAREHOLDERS' MEETING" means any annual, special or
other meeting of the shareholders of Abiliti, or any written consent, at or by
which, the shareholders of Abiliti will vote on, or consent to, the Asset
Purchase Agreement and the transactions contemplated therein (collectively, the
"PURCHASE").
"ABILITI WARRANTS" means warrants to acquire an aggregate of
61,538 shares of Abiliti Common Stock.
"BENEFICIALLY OWNED" or "BENEFICIAL OWNERSHIP" shall include,
with respect to any securities, the beneficial ownership of such securities by
a Shareholder and by any direct or indirect subsidiary, affiliate or entity
under common control of a Shareholder.
"CONVERSION SHARES" means the shares of Abiliti Common Stock
or Abiliti Series B Preferred Stock issued or that may be issued upon
conversion of the March 2000 Notes and the January 2001 Notes, respectively, or
Abiliti Common Stock issued or that may be issued upon conversion of Abiliti's
Series A Preferred Stock or Series B Preferred Stock, each as set forth
opposite such Shareholder's name on Exhibit B hereto.
"XXXXXX DERIVATIVE SECURITIES" means any security convertible
into or exchangeable for Abiliti Capital Stock or the value of which is derived
from the value of Abiliti Capital Stock.
"XXXXXX SECURITIES" means Xxxxxx Common Stock, Xxxxxx Series
F Preferred Stock, Xxxxxx Common Stock Warrants, Additional Xxxxxx Common Stock
Warrants and any security into which Xxxxxx Common Stock is exchangeable,
including warrants to purchase shares of Xxxxxx Series F Preferred Stock.
"JANUARY 2001 NOTES" means the convertible promissory notes
in the aggregate principle amount of $4,500,000 issued by Abiliti in January
2001, as the same may be amended.
"MARCH 2000 NOTES" means the convertible promissory notes in
the aggregate principle amount of $7,500,000 issued by Abiliti in March 2000,
as the same may be amended.
"TRANSFER" means, with respect to any security, the sale,
transfer, pledge, hypothecation, encumbrance, assignment or constructive sale
or other disposition of such security or the Beneficial Ownership thereof, the
offer to make such a sale, transfer, constructive sale or other disposition,
and each option, agreement, arrangement or understanding, whether or not in
writing, to effect any of the foregoing. The term "CONSTRUCTIVE SALE" means a
short sale with respect to such security, entering into or acquiring an
offsetting derivative contract with respect to such security, entering into or
acquiring a futures or forward contract to deliver such security or entering
into any transaction that has substantially the same effect as any of the
foregoing.
2. REPRESENTATIONS; WARRANTIES AND COVENANTS OF EACH
SHAREHOLDER. Each Shareholder hereby represents and warrants, severally and not
jointly, to Xxxxxx, solely with respect to itself, as of the date hereof, as
follows:
2.1 TITLE. As of the date hereof, such Shareholder is
the sole record and Beneficial Owner of the number of shares of Abiliti Common
Stock, Abiliti Series A Preferred Stock or Abiliti Series B Preferred Stock, as
the case may be, set forth opposite such Shareholder's name on Exhibit B
attached hereto (with respect to each Shareholder, such Shareholder's "EXISTING
SHARES" and, together with the record ownership or Beneficial Ownership of any
shares of Abiliti Common Stock, Abiliti Series A Preferred Stock, Abiliti
Series B Preferred Stock, or other voting capital stock of Abiliti acquired on
or after the date hereof, including the Conversion Shares, whether upon the
exercise of warrants or options, conversion of Abiliti Series A Preferred
Stock, Abiliti Series B Preferred Stock (including the Conversion Shares), or
any convertible securities or otherwise, such Shareholder's "SHARES"), and the
number of warrants, options or other rights to acquire or receive such Abiliti
Common Stock, Abiliti Series A Preferred Stock, or Abiliti Series B Preferred
Stock, as the case may be,
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set forth opposite such Shareholder's name on Exhibit B attached hereto (with
respect to each Shareholder, such Shareholder's "EXISTING RIGHTS" and, together
with record ownership or Beneficial Ownership of any warrants, options or other
rights to acquire or receive such shares of Abiliti Common Stock, Abiliti
Series A Preferred Stock, Abiliti Series B Preferred Stock or other voting
capital stock of Abiliti acquired after the date hereof, such Shareholder's
"RIGHTS"). Such Shareholder is the lawful owner of the Existing Shares and
Existing Rights, free and clear of all liens, claims, charges, security
interests or other encumbrances, except as disclosed on Exhibit B. As of the
date hereof, the Existing Shares constitute all of the capital stock of Abiliti
Beneficially Owned or owned of record by such Shareholder (excluding the
Existing Rights) and such Shareholder does not own of record or beneficially,
or have the right to acquire (whether currently, upon lapse of time, following
the satisfaction of any conditions, upon the occurrence of any event or any
combination of the foregoing) any shares of Abiliti Common Stock, Abiliti
Series A Preferred Stock or Abiliti Series B Preferred Stock or any other
securities convertible into or exchangeable or exercisable for shares of
Abiliti Common Stock, Abiliti Series A Preferred Stock or Abiliti Series B
Preferred Stock, except pursuant to the Existing Rights.
2.2 RIGHT TO VOTE. Such Shareholder has, with respect to
all of such Shareholder's Existing Shares, and will have at the Abiliti
Shareholders' Meeting, with respect to all of such Shareholder's Shares
acquired prior to the record date for the Abiliti Shareholders' Meeting, sole
voting power, sole power of disposition or sole power to issue instructions
with respect to the matters set forth in SECTION 4 hereof and to fulfill its
obligations under such Section and shall not take any action or grant any
person any proxy (revocable or irrevocable) or power-of-attorney with respect
to any Shares or Rights inconsistent with his or its obligations as provided by
SECTION 4 and SECTION 5 hereof. Each Shareholder hereby revokes any and all
proxies with respect to such Shareholder's Existing Shares or Existing Rights
to the extent they are inconsistent with the Shareholder's obligations under
this Agreement.
2.3 AUTHORITY. Such Shareholder has full legal power,
authority, legal capacity and right to execute and deliver, and to perform its
or his obligations under, this Agreement. No other proceedings or actions on
the part of such Shareholder are necessary to authorize the execution, delivery
or performance of this Agreement or the consummation of the transactions
contemplated hereby. This Agreement has been duly and validly executed and
delivered by such Shareholder and constitutes a valid and binding agreement of
such Shareholder enforceable against such Shareholder in accordance with its
terms, subject to (i) bankruptcy, insolvency, moratorium and other similar laws
now or hereafter in effect relating to or affecting creditors rights generally
and (ii) general principles of equity (regardless of whether considered in a
proceeding at law or in equity).
2.4 CONFLICTING INSTRUMENTS. Neither the execution and
delivery of this Agreement, nor the performance by such Shareholder of its
agreements and obligations hereunder will result in any breach or violation of,
or be in conflict with or constitute a default under, any term of any
agreement, judgment, injunction, order, decree, law or regulation to which such
Shareholder is a party or by which such Shareholder or any of its assets is
bound.
2.5 DALEEN'S RELIANCE. Such Shareholder understands and
acknowledges that Xxxxxx is entering into the Asset Purchase Agreement in
reliance upon such Shareholder's execution, delivery and performance of this
Agreement.
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2.6 EXPERIENCE AND RESIDENCE. Each Shareholder is
experienced in evaluating and investing in companies such as Xxxxxx. Each
Shareholder represents that the address shown on the signature page hereto
below such Shareholder's name and shown on Exhibit B hereto below such
Shareholder's name is such Shareholder's true and correct address.
2.7 RULE 144. Each Shareholder acknowledges that the
Xxxxxx Securities to be received by it in connection with the Purchase, the
Investment Agreement or by distribution from Abiliti must be held indefinitely
unless such shares are subsequently registered under the Securities Act or an
exemption from such registration is available. The Shareholder has been advised
or is aware of the provisions of Rule 144 promulgated under the Securities Act,
which permits limited resale of shares purchased in a private placement subject
to the satisfaction of certain conditions and that such rule may not become
available for resale of the Xxxxxx Securities.
2.8 ACCESS TO DATA. Each Shareholder has had an
opportunity to discuss Daleen's business, management and financial affairs with
Daleen's management and has had the opportunity to review Daleen's facilities.
2.9 ACCREDITED INVESTOR STATUS. Each Shareholder is an
"accredited investor" as that term is defined in Rule 501 of Regulation D
promulgated by the Securities and Exchange Commission pursuant to the
Securities Act.
3. RESTRICTION ON TRANSFER; OTHER RESTRICTIONS.
3.1 Each Shareholder agrees not to Transfer or agree to
Transfer any Shares or Rights owned of record or Beneficially Owned by such
Shareholder, except Transfers to any affiliate of the Shareholder who agrees in
writing to be bound by the terms of this Agreement or Transfers which occur by
operation of law if the transferee remains, or agrees in writing to remain,
bound by the terms of this Agreement, other than, in each case, with Daleen's
prior written consent prior to the Closing Date or the termination of the Asset
Purchase Agreement.
3.2 From the Closing Date through and including the date
six months from and after the Closing Date, each Shareholder agrees not to
convert into shares of Xxxxxx Common Stock any shares of Xxxxxx Series F
Preferred Stock received by it pursuant to the Investment Agreement or in
distribution from Abiliti (including any distribution to Shareholder in its
capacity as a creditor of Abiliti).
3.3 From the Closing Date through and including the date
six months from and after the Closing Date, each Shareholder agrees not to
exercise any of the Xxxxxx Common Stock Warrants Stock received by it pursuant
to the Investment Agreement or in distribution from Abiliti (including any
distribution to Shareholder in its capacity as a creditor of Abiliti).
3.4 From the Closing Date and through and including the
one-year anniversary of the Closing Date, each Shareholder agrees not to
exercise any of the Additional Xxxxxx Common Stock Warrants Stock received by
it pursuant to the Investment Agreement or in distribution from Abiliti
(including any distribution to Shareholder in its capacity as a creditor of
Abiliti).
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3.5 Each Shareholder agrees, prior to the Closing Date,
not to effect, directly or indirectly, or through any arrangement with a third
party pursuant to which such third party may effect, directly or indirectly,
any short sales of any Abiliti Common Stock, Abiliti Series A Preferred Stock,
Abiliti Series B Preferred Stock, Xxxxxx Securities or Xxxxxx Derivative
Securities.
3.6 Each Shareholder hereby irrevocably waives any
rights of appraisal or rights to dissent from the Contemplated Transactions
that such Shareholder may have.
3.7 From the date of this Agreement through and
including the date six-months after the Closing Date, each Shareholder agrees
that it will not purchase, acquire, obtain rights to, own of record or
Beneficially Own any Xxxxxx Securities or Xxxxxx Derivative Securities other
than those shares received by it pursuant to the Investment Agreement or in
distribution from Abiliti (including any distribution to Shareholder in its
capacity as a creditor of Abiliti).
4. AGREEMENT TO VOTE.
4.1 Each Shareholder hereby irrevocably and
unconditionally agrees to vote or to cause to be voted, or to provide a consent
with respect to, all Shares that it owns of record or Beneficially Owns as of
the record date for the Abiliti Shareholders' Meeting at the Abiliti
Shareholders' Meeting, and at any other annual or special meeting of
shareholders of Abiliti or action by written consent where such matters arise:
(a) in favor of the Purchase and the Asset Purchase
Agreement and approval of the terms thereof and each
of the Contemplated Transactions;
(b) against, and will not consent to, (i) the approval
of any merger, consolidation, business combination,
stock sale or sale of substantially all of the
assets of Abiliti other than the Contemplated
Transactions (an "ALTERNATIVE TRANSACTION"), (ii)
any liquidation of Abiliti to be effective prior to
the Closing, (iii) winding up, or voluntary
bankruptcy, of Abiliti, (iv) any extraordinary
dividend by Abiliti, (v) any change in the capital
structure of Abiliti (other than pursuant to the
Asset Purchase Agreement) and (vi) any other action
that may reasonably be expected to impede, interfere
with, delay, postpone or attempt to discourage the
consummation of the Purchase or any of the
Contemplated Transactions or result in a breach of
any of the covenants.
4.2 Each Shareholder that is the holder of Abiliti
Series A Preferred Stock, or that was a party to either the Series A Stock
Purchase Agreement, dated December 7, 1998, or the Series A Stock Purchase
Agreement, dated March 4, 1999 (together, the "SERIES A PURCHASE AGREEMENTS"),
does hereby (i) consent to each Contemplated Transaction for all purposes under
(a) Section 7.10 of the Series A Purchase Agreements and (b) Sections 2.1(d)(i)
and 7.1 of the Certificate of Designations in respect of the Series A Preferred
Stock of the Company, and further irrevocably and unconditionally agrees to
execute and deliver such other instruments as may be necessary or desirable to
evidence the foregoing agreements, and (ii) agree and acknowledge that for all
purposes of the Certificate of Designations, the Conversion Price of the
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Series A Preferred Stock through and including the Closing shall be the
Original Price, as defined in the Certificate of Designations.
The obligations of each such Shareholder, in its capacity as
both a shareholder and a creditor, specified in this SECTION 4 shall apply
whether or not the Board of Directors of Abiliti makes a determination
subsequent to its approval of the Purchase either against the Purchase or in
favor of an Alternative Transaction.
5. GRANTING OF PROXY. In furtherance of the terms and provisions
of this Agreement, each Shareholder hereby grants an irrevocable proxy (subject
to Section 8.6), coupled with an interest, to each of the President and the
Secretary of Xxxxxx for the sole purpose to vote all the Shares owned of record
or Beneficially Owned by such Shareholder in favor of the Asset Purchase
Agreement, the Purchase, each Contemplated Transaction, each Abiliti Closing
Document and each of the other documents, agreements and transactions referred
to therein, and in accordance with the provisions of the preceding Section 4
and against any Alternative Transaction. Each Stockholder hereby ratifies and
approves of each and every action taken by the President or the Secretary of
Xxxxxx pursuant to the foregoing proxy. Notwithstanding the foregoing, if
requested by Xxxxxx, each Shareholder will execute and deliver applicable proxy
material and/or consents in furtherance of the provisions of Section 4 and this
Section 5. Each Shareholder further agrees that, if the opportunity to do so is
presented to such Shareholder on any proxy card, it shall vote, by completing
such proxy card, against any Alternative Transaction.
6. NO SOLICITATION. From and after the date hereof, no
Shareholder shall, nor shall it permit any of its subsidiaries, affiliates or
other entities under common control with such Shareholder to, nor shall it
authorize or permit any of its officers, directors, members or employees to,
and each Shareholder shall use its reasonable best efforts to cause any
investment banker, financial advisor, attorney, accountants or other
representatives retained by it or any of its Subsidiaries not to, directly or
indirectly through another Person, (i) solicit, initiate or encourage
(including by way of furnishing information), or knowingly take any other
action designed to facilitate, any Alternative Transaction, or (ii) participate
in any discussions or negotiations regarding any Alternative Transaction,
provided that nothing herein shall affect the ability of any Shareholder in its
capacity as an officer, director, employee or advisor to Abiliti to take any
action permissible under the Asset Purchase Agreement.
7. ADDITIONAL SHARES AND ADDITIONAL RIGHTS. If, after the date
hereof, a Shareholder acquires record ownership or Beneficial Ownership of any
additional shares of capital stock of Abiliti (any such shares, "ADDITIONAL
SHARES"), including, without limitation, upon exercise of any option, warrant
or right to acquire shares of capital stock of Abiliti through the conversion
of the Abiliti Series A Preferred Stock, the Abiliti Series B Preferred Stock,
the March 2000 Notes, the January 2001 Notes, or the Conversion Shares, or
through any stock dividend or stock split, or record ownership or Beneficial
Ownership of any additional options, warrants or rights to acquire shares of
capital stock of Abiliti (any such options, warrants or rights, "ADDITIONAL
RIGHTS"), the provisions of this Agreement applicable to the Shares and the
Rights shall be applicable to such Additional Shares and Additional Rights from
and after the date of acquisition thereof. Upon the acquisition of any
Additional Shares or Additional Rights, a Shareholder shall, within two
business days, notify Xxxxxx of such acquisition. The provisions
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of the immediately preceding sentence shall be effective with respect to
Additional Shares or Additional Rights without action by any Person immediately
upon the acquisition by any Shareholder of record ownership or Beneficial
Ownership of such Additional Shares or Additional Rights, respectively.
8. MISCELLANEOUS.
8.1 ENTIRE AGREEMENT. This Agreement constitutes the
entire agreement among the parties with respect to the subject matter hereof
and supersedes all other prior agreements and understandings, both written and
oral, among the parties hereto with respect to the Transfer or voting of
Shares. This Agreement is not intended to confer upon any Person other than the
parties hereto any rights or remedies hereunder.
8.2 COSTS AND EXPENSES. All costs and expenses incurred
in connection with this Agreement and the transactions contemplated hereby
shall be paid by the party incurring such expenses, except insofar as such cost
and expenses are allocated to any person by the express terms of this
Agreement, the Asset Purchase Agreement or the Escrow Agreement.
8.3 INVALID PROVISIONS. If any provision of this
Agreement shall be invalid or unenforceable under applicable law, such
provision shall be ineffective to the extent of such invalidity or
unenforceability only, without it affecting the remaining provisions of this
Agreement.
8.4 EXECUTION IN COUNTERPARTS. This Agreement may be
executed in counterparts, each of which shall be an original with the same
effect as if the signatures hereto and thereto were upon the same instrument.
The obligations of the Shareholders hereunder are several and not joint and the
covenants and agreements of the Shareholders herein are made only in their
capacity as shareholders and creditors of Abiliti and not in any other capacity
(including as directors or officers of Abiliti).
8.5 SPECIFIC PERFORMANCE. Each Shareholder agrees with
Xxxxxx as to itself that if for any reason any Shareholder fails to perform any
of its agreements or obligations under this Agreement, irreparable harm or
injury to Xxxxxx would be caused as to which money damages would not be an
adequate remedy. Accordingly, each Shareholder agrees that, in seeking to
enforce this Agreement against such Shareholder, Xxxxxx shall be entitled, in
addition to any other remedy available at law, equity or otherwise, to specific
performance and injunctive and other equitable relief. The provisions of this
SECTION 8.5 are without prejudice to any other rights or remedies, whether at
law or in equity, that Xxxxxx may have against such Shareholder for any failure
to perform any of its agreements or obligations under this Agreement.
8.6 AMENDMENTS; TERMINATION.
(a) This Agreement may not be modified, amended, altered
or supplemented, except upon the execution and delivery of a written agreement
executed by the parties hereto.
(b) The provisions of this Agreement (other than
SECTIONS 3.2 THROUGH 3.4, INCLUSIVE, 3.7, 4 AND 5) shall terminate upon the
earliest to occur of (i) the Closing Date, (ii) the date that is two (2) years
after the date hereof, and (iii) the termination of the Asset Purchase
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Agreement. The provisions of SECTIONS 3.2 THROUGH 3.4, INCLUSIVE of this
Agreement shall terminate when the applicable time period set forth therein
lapses, the provisions of SECTION 3.7 of this Agreement shall terminate upon
the earlier to occur of the date six-months after the Closing Date and the
termination of the Asset Purchase Agreement and the provisions of SECTION 4 and
SECTION 5 of this Agreement shall terminate upon the earlier to occur of the
Closing Date and the termination of the Asset Purchase Agreement.
8.7 GOVERNING LAW; SUBMISSION AND JURISDICTION.
(a) This Agreement shall be governed by and construed in
accordance with the laws of the State of Missouri without giving effect to the
principles of conflicts of laws thereof.
(b) Each of the parties hereof irrevocably agrees that
any legal action or proceeding with respect to this Agreement or for
recognition and enforcement of any judgment in respect hereof brought by the
other party hereto or its successors or assigns shall be brought and determined
only in the any United States District Court for the State of Florida or, in
the event (but only in the event) that such court does not have subject matter
jurisdiction over such action or proceeding in the courts of the State of
Florida, except for actions in accordance with Section 9.5. Each of the parties
hereto hereby irrevocable submits with regard to any such action or proceeding
for itself and in respect to its property, generally and unconditionally, to
the personal jurisdiction of the aforesaid courts. Each of the parties hereto
hereby irrevocably waives, and agrees not to assert, by way of motion, as a
defense, counterclaim or otherwise, in any action or proceeding with respect to
this Agreement, (i) any claim that it is not personally subject to the
jurisdiction of the above-named courts for any reason other than the failure to
serve in accordance with this SECTION 8.7(B) or that it or its property is
exempt or immune from jurisdiction of any such court or from any legal process
commenced in such courts (whether through service of notice, attachment prior
to judgment, attachment in aid of execution of judgment, execution of judgment
or otherwise), and (ii) to the fullest extent permitted by the applicable law,
that (x) the suit, action or proceeding in such court is brought in an
inconvenient forum, (y) the venue of such suit, action or proceeding is
improper and (z) this Agreement, or the subject matter hereof, may not be
enforced in or by such courts. Without limiting the foregoing, each party
agrees that service of process on such party as provided in SECTION 8.10 shall
be deemed effective service of process on such party.
8.9 SUCCESSORS AND ASSIGNS. The provisions of this
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective legal successors (including, in the case of such
Shareholder or any other individual, any executors, administrators, estates,
legal representatives and heirs of such Shareholder or such individual) and
permitted assigns; provided that, except as otherwise set forth in this
Agreement, no party may assign, delegate or otherwise transfer any of its
rights or obligations under this Agreement.
8.10 NOTICES. All notices, consents, waivers and other
communications under this Agreement must be in writing and will be deemed to
have been duly given: (a) delivered by hand (with written confirmation of
receipt); (b) sent by telecopier (with written confirmation of receipt);
provided that a copy is mailed by registered mail, return receipt requested or
nationally recognized overnight delivery service; or (c) when received by the
addressee, if send by a
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nationally recognized overnight delivery service (receipt requested), in each
case to the appropriate addresses and telecopier numbers set forth below (or to
such other addresses and telecopier addresses as a party may designate by
notice to the other parties):
(A) if to a Shareholder, at such Shareholder's address
appearing on Exhibit A hereto or at any other address that such Shareholder may
have provided in writing to Xxxxxx and the other Shareholders.
(B) if to Xxxxxx:
Xxxxxx Technologies, Inc.
000 Xxxxx Xxxxx Xxxx
Xxxx Xxxxx, Xxxxxxx 00000
Attention: Xxxxx Xxxxxx, President and CEO
Telephone No.: (000) 000-0000
Facsimile: (000) 000-0000
with a copy to:
Xxxxxx, Xxxxxxx & Xxxxxx, LLP
1600 Atlanta Financial Center
0000 Xxxxxxxxx Xxxx, X.X.
Xxxxxxx, Xxxxxxx 00000
Attention: Xxxxx X. Xxxxxxx, Esq.
Telephone No.: (000) 000-0000
Facsimile No.: (000) 000-0000
(the remainder of this page is intentionally left blank)
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IN WITNESS WHEREOF, the parties have executed this Voting Agreement as
of the date first written above.
XXXXXX TECHNOLOGIES, INC.
By:
_____________________________________
Name:
_____________________________________
Title:
_____________________________________
SHAREHOLDERS:
