VOTING AGREEMENT
THIS VOTING AGREEMENT (the "Agreement") made and entered into as of
November 1, 1996 by and among Inter*Act Systems, Incorporated, a North Carolina
corporation (the "Company"), a North Carolina corporation, Vanguard Cellular
Operating Corp., a North Carolina corporation and wholly owned subsidiary of
Vanguard Cellular Systems, Inc. (such corporations collectively referred to for
purposes of this Agreement as "Vanguard"), and those individuals or entities
whose names appear on the signature pages hereto (individually, a "Shareholder"
and collectively, the "Shareholders");
W I T N E S S E T H:
WHEREAS, the Shareholders and Vanguard among them own a majority of the
issued and outstanding shares of capital stock of the Company as of the date
hereof (such shares, together with any additional shares of capital stock of the
Company issued and outstanding, being hereinafter referred to as the "Shares");
and
WHEREAS, in connection with the private offering of shares of common
stock of the Company approved by the Board of Directors of the Company on
October 13, 1995, Vanguard committed to purchase up to $8,000,000 of the common
stock of the Company proposed to be offered and sold in such offering, which
commitment was conditioned upon (a) approval by the Company shareholders of an
amendment to the bylaws of the Company to permit a maximum of twelve directors,
and (b) other action by the Company shareholders satisfactory to Vanguard that
would assure that Vanguard would, at all times until the Company shall have
completed its initial public offering, have six representatives on the Board of
Directors of the Company; and
WHEREAS, the Board of Directors of the Company approved Vanguard's
conditional investment and, after having received representations from certain
shareholders that they would support such a bylaw amendment and an agreement
regarding the Vanguard representation on the Board, Vanguard fulfilled its
investment obligations and purchased $8,000,000 of common stock in the offering;
and
WHEREAS, the bylaw amendment has been approved and Vanguard's six
representatives have been elected to the Board of Directors of the Company, and
the parties hereto desire to enter into this Agreement to promote their mutual
interests and the interests of the Company by combining certain of their voting
rights for the purpose of assuring that Vanguard's representation on the Board
of Directors will be maintained; and
WHEREAS, such agreement with respect to the exercise of voting rights
is expressly permitted by Section 55-7-31 of the North Carolina Business
Corporation Act;
NOW, THEREFORE, in consideration of the premises and the mutual
covenants contained herein, the parties hereto agree as follows:
1. Voting for Directors. Until this Agreement shall have been
terminated, each of the Shareholders hereby agrees to vote or cause to be voted,
in any and all elections of directors of the Company, whether at a meeting or by
written consent in lieu of a meeting, or to fill a vacancy created by the
resignation or removal of a director, all Shares owned by such Shareholder or
over which such Shareholder has voting control, and to use such Shareholder's
best efforts otherwise, so as to elect and maintain out of the twelve director
positions on the Board of Directors of the Company six persons nominated by
Vanguard. Nothing herein shall affect the right of the Shareholder to vote for
or otherwise use his best efforts to elect any person to the remaining Board
positions as long as such efforts do not adversly affect the election of the
Vanguard nominees.
2. No Amendment to Bylaws. So long as this Agreement shall remain in
effect, each of the Shareholders agrees that, without the prior written consent
of Vanguard, such Shareholder shall take no action the effect of which would be
to amend Section 2 of Article III of the bylaws of the Company or to fix the
number of directors at a number other than twelve.
3. Transfers. Each of the Shareholders agrees that, as conditions to
any transfer of Shares during the effectiveness of this Agreement, the
transferee shall agree to join in this Agreement by executing an appropriate
joinder agreement and the certificate or certificates representing the
transferred shares shall bear an appropriate legend stating that such shares are
subject to this Agreement.
4. Amendment and Termination. This Agreement may be amended only by an
instrument in writing executed by all the parties hereto. This Agreement shall
be terminated upon the earlier to occur of (i) written notice of termination
from Vanguard to the Shareholders, (ii) an underwritten public offering of
shares of the Company's Common Stock pursuant to a registration statement filed
under the Securities Act of 1933, as amended, or (iii) ten years from the date
hereof.
5. Specific Performance. In the event of breach of this Agreement,
legal remedies available to the parties not in breach shall be deemed to be
inadequate and the parties not in breach shall be entitled to seek specific
performance of this Agreement.
6. Conflicts. In the event of a conflict between the terms of this
Agreement and the bylaws of the Company and any other document, policy or
procedure adopted by the Company, the terms of this Agreement shall control. No
party to this Agreement shall vote his Shares or take any action to adopt a
bylaw for the Company inconsistent with the terms of this Agreement. Any such
act shall be deemed null and without effect.
7. Binding Effect. This Agreement shall be binding upon the parties
hereto and their respective heirs, legal representatives, successors and
assigns.
8. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of North Carolina.
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9. Counterparts. This Agreement may be executed in multiple
counterparts, each of which shall be considered to be and have the force and
effect of an original.
IN WITNESS WHEREOF, each of the parties hereto has executed or caused
this Agreement to be executed by its duly authorized officials, as of the date
and year first above written.
INTER*ACT SYSTEMS, INCORPORATED
By: /s/ Xxxxxxx X. Xxxxxxx
-----------------------------------
Chief Executive Officer
VANGUARD CELLULAR OPERATING CORP.
By: /s/ Xxxxxx X. Xxxxxxx
-----------------------------------
President
SHAREHOLDERS:
XXXXXX FAMILY PARTNERS, LTD.
By: /s/ Xxxxxxxx X. Xxxxxxx
-----------------------------------
General Partner
/s/ Xxxxxxx X. Xxxxx
--------------------------------------
Xxxxxxx X. Xxxxx
/s/ X. Xxxxxx Xxxxxxxx
--------------------------------------
X. Xxxxxx Xxxxxxxx
/s/ Xxxxx X. Xxxx
--------------------------------------
Xxxxx X. Xxxx
CLEARING SYSTEMS, INC.
By: /s/ Xxxx Xxxx
----------------------------------
President
/s/ Xxxxxx X. XxXxxxxxx
--------------------------------------
Xxxxxx X. XxXxxxxxx
/s/ Xxxxxxx X. Xxxxxxx
--------------------------------------
Xxxxxxx X. Xxxxxxx
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CO-TRUSTEES FOR XXXXXXX X. XXXXXXX
IRREVOCABLE TRUST DATED JULY 17, 1996
By: /s/ Xxxxxxx X.X. Xxxxx
------------------------------------
Xxxxxxx X.X. Xxxxx, Co-Trustee
/s/ Xxxxxx X. Xxxxxxx
---------------------------------------
Xxxxxx X. Xxxxxxx
/s/ Xxxxxxx X. Xxxxxxx
---------------------------------------
Xxxxxxx X. Xxxxxxx
/s/ S. Xxxx Xxxx, III
---------------------------------------
S. Xxxx Xxxx, III
/s/ Xxxxxx X. Xxxxxxx
---------------------------------------
Xxxxxx X. Xxxxxxx
XXXXXXX X. XXXXXXXX IRREVOCABLE TRUST
By: /s/ Xxxxxxx X. Xxxxxxxx
------------------------------------
Xxxxxxx X. Xxxxxxxx, Trustee
/s/ Xxxxxx X. Xxxxxxxx
---------------------------------------
Xxxxxx X. Xxxxxxxx
/s/ Xxxxxxx X. Xxxxxxx
---------------------------------------
Xxxxxxx X. Xxxxxxx
/s/ Xxxxxxx X. Xxxxxxxxx
----------------------------------------
Xxxxxxx X. Xxxxxxxxx
XXXXXXX AND XXXXXXX XXXXXXXXX TRUST
By: /s/ Xxxxxxx Xxxxxx
-------------------------------------
Xxxxxxx Xxxxxx, Trustee
/s/ Wm. X. Xxxxxxx
-----------------------------------------
Xxxxxxx X. Xxxxxxx
/s/ X. Xxxxxxxxxx Xxxxxx, Jr.
-----------------------------------------
X. Xxxxxxxxxx Xxxxxx, Jr.
[Signature Page to Voting Agreement dated November 1, 1996]
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/s/ Xxxxxxx X. Xxxxxxxxx
-----------------------------------------
Xxxxxxx X. Xxxxxxxxx
/s/ Xxxxx X. Xxxxxx, Xx.
-----------------------------------------
Xxxxx X. Xxxxxx, Xx.
/s/ Xxxxxx X. Xxxxxxxxxx
-----------------------------------------
Xxxxxx X. Xxxxxxxxxx
/s/ Van X. Xxxxxxx
-----------------------------------------
Van X. Xxxxxxx
/s/ Xxxxxxx X. Xxxxxxx
-----------------------------------------
Xxxxxxx X. Xxxxxxx
TORONTO DOMINION INVESTMENTS, INC.
By: /s/ Xxxxxx X. Xxxxxxx
--------------------------------------
Vice President
/s/ Xxxxxxx X. Xxxxxxxx, Xx.
-----------------------------------------
Xxxxxxx X. Xxxxxxxx, Xx.
[Signature Page to Voting Agreement dated November 1, 1996]
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