VOTING AGREEMENT
Exhibit A
VOTING AGREEMENT, dated as of August 31, 2005 (this “Agreement”), among Trinsic, Inc.,
a Delaware corporation (“Company”), and The 1818 Fund III, L.P. (the
“Stockholder”).
1. Voting of Shares. To the extent required by the Rules, the Stockholder, in respect
of its Preferred Stock, and only in respect of its Preferred Stock, hereby agrees (1) not to vote
in any matter submitted for a vote of holders of Common Stock seeking to approve the conversion of
Preferred Stock into Common Stock at a price that is below $0.41 per share, and (2) not to vote
125.1 Votes per share of Preferred Stock (or 3,012,479 votes in aggregate in respect of all
outstanding Preferred Stock) with respect to any other matter submitted for a
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vote of holders of Common Stock. The Stockholder further agrees not to vote in respect of its
Preferred Stock, and only in respect of its Preferred Stock, in any matter submitted for a vote of
holders of Common Stock after September 30, 2005, except to the extent required to amend the terms
of the Preferred Stock relating to voting rights so as to comply with the Rules (the “Preferred
Stock Amendment”).
2. Amendment of Exchange and Purchase Agreement. Section 10.1 of the Exchange and
Purchase Agreement, dated as of July 15, 2005, by and among the Company and the Stockholder is
hereby amended to the extent necessary to allow the Stockholder to comply with Section 1 of this
Agreement.
3. No Transfer of Beneficial Ownership of Shares. The Stockholder hereby covenants
and agrees that it will not, directly or indirectly, transfer beneficial ownership of the Preferred
Stock to any person prior to consummation of the Preferred Stock Amendment.
4. Termination of Agreement. This Agreement shall terminate upon the earlier of (1)
approval of the conversion of the Preferred Stock into Common Stock at a price that is below $0.41
per share by the holders of Common Stock in a manner consistent with this Agreement and (2) the
consummation of the Preferred Stock Amendment.
5. Preferred Stock Amendment. If the approval of conversion of the Preferred Stock
into Common Stock at a price that is below $0.41 per share by the holders of Common Stock, in a
manner consistent with this Agreement, has not occurred on or before
September 30, 2005, the Company
agrees to promptly call for a special meeting of stockholders, and commence a related proxy
solicitation, for the purpose of seeking approval of the Preferred Stock Amendment. The
Stockholder hereby agrees to vote, in respect of its Preferred Stock and its Common Stock, in favor
of any such proposal to adopt the Preferred Stock Amendment.
6. No Third Party Beneficiaries. No provision of this Agreement is intended to, or
shall, confer any third party beneficiary or other rights or remedies upon any person other than
the parties hereto.
7. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF DELAWARE APPLICABLE TO CONTRACTS EXECUTED IN AND TO BE PERFORMED IN
THAT STATE.
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COMPANY:
By:
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/s/ Xxxxxx X. Xxxxx | |||
Name: Xxxxxx X. Xxxxx | ||||
Title: Chief Executive Officer |
STOCKHOLDER:
THE 1818 FUND III, L.P.
By:
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XXXXX BROTHERS XXXXXXXX & CO. General Partner |
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By: |
/s/ Xxxxxxxx X. Xxxxxx | |||
Name: Xxxxxxxx X. Xxxxxx | ||||
Title: Partner | ||||
Address: |