EXHIBIT 9.1
VOTING AGREEMENT
R.A.B. HOLDINGS, INC.
The undersigned hereby irrevocably agrees that on any matter
submitted to the vote of the holders of common stock, par value $0.01 per
share (the "Common Stock"), of R.A.B. Holdings, Inc., a Delaware corporation
(the "Company"), the undersigned shall vote all of the undersigned's shares of
the Common Stock in such manner as Xx. Xxxxxxx X. Xxxxxxxxx ("Xx. Xxxxxxxxx")
may direct or, if no such direction is given, in a manner consistent with the
manner that Xx. Xxxxxxxxx votes his shares of Common Stock. The undersigned
shall also execute any written consent of holders of Common Stock in the
manner directed by Xx. Xxxxxxxxx or, if no such direction is given, in a
manner which is consistent with the vote or written consent of Xx. Xxxxxxxxx
on the matter, and the undersigned shall not execute any other consent of
holders of Common Stock.
The undersigned hereby irrevocably further agrees that on
any matter submitted to the vote of the holders of the Company's Series A
Preferred Stock, without par value (the "Preferred Stock"), the undersigned
shall vote all of the undersigned's shares of Preferred Stock as Xx. Xxxxxxxxx
may direct or, if no direction is given, in a manner consistent with the
manner Xx. Xxxxxxxxx votes his shares of Preferred Stock. The undersigned
shall also execute any written consent of holders of Preferred Stock as
directed by Xx. Xxxxxxxxx or, if no such direction is given, in a manner which
is consistent with the vote or written consent of Xx. Xxxxxxxxx on the matter,
and the undersigned shall not execute any other consent of holders of
Preferred Stock.
This Voting Agreement is intended to be an agreement between
stockholders pursuant to Section 218 of the Delaware General Corporation Law
(or any successor to that Section). In connection with any matter for which
holders of Common Stock or Preferred Stock are entitled to vote their shares
of Common Stock or Preferred Stock, as applicable, and if for any reason the
undersigned is unable or otherwise fails to vote any of the undersigned's
shares of Common Stock or Preferred Stock (collectively, the "Shares"), as the
case may be, in accordance with this Voting Agreement, or to give any written
consent with respect to any of the undersigned's Shares in accordance with
this Voting Agreement, Xx. Xxxxxxxxx shall have, and the undersigned hereby
grants to Xx. Xxxxxxxxx, an irrevocable proxy (which proxy is coupled with an
interest) to vote the undersigned's Shares or execute a written consent in
respect of the undersigned's Shares, as applicable, in respect of the
applicable matter in any such manner as Xx. Xxxxxxxxx may determine, in his
sole and absolute discretion.
Xx. Xxxxxxxxx shall not have any liability, directly or
indirectly, to the undersigned or anyone claiming through the undersigned,
arising out of any vote hereunder, or Xx. Xxxxxxxxx'x exercise of any proxy
pursuant to this Voting Agreement, whether or not that vote or exercise of
proxy adversely affects, or results in the diminution of the value of, the
undersigned's Shares, and the
undersigned hereby irrevocably and forever releases and discharges Xx.
Xxxxxxxxx from any such liability. The foregoing release is given willingly
and with a full understanding of its consequences.
This Voting Agreement shall terminate with respect to the
undersigned's Common Stock on the earliest of (a) the date the undersigned
(and the undersigned's heirs, personal representatives, donees and trustees of
any trust in which the undersigned has an interest, during the undersigned's
life or upon the undersigned's death) ceases to own any shares of Common
Stock, other than by virtue of any transfer of the undersigned's shares of
Common Stock which in any way violates, contravenes or is inconsistent with
the Subscription Agreement dated as of even date herewith between the Company
and the undersigned (the "Subscription Agreement"), this Voting Agreement or
the Securities Act of 1933, as amended (the "Securities Act"); (b) the date on
which the Company's Common Stock is listed or admitted to trade on any
national securities exchange or is quoted on NASDAQ or a similar means if
NASDAQ is no longer providing such information; and (c) the expiration of ten
(10) years from the date of this Voting Agreement.
This Voting Agreement shall terminate with respect to the
undersigned's Preferred Stock on the earliest of (a) the date the undersigned
(and the undersigned's heirs, personal representatives, donees and trustees of
any trusts in which the undersigned has an interest, during the undersigned's
life or upon the undersigned's death) ceases to own any shares of Preferred
Stock, other than by virtue of any transfer of the undersigned's shares of
Preferred Stock which in any way violates, contravenes or is inconsistent with
the Subscription Agreement, this Voting Agreement or the Securities Act; (b)
the date referred to in clause (b) the date on which the Company's Common
Stock is listed or admitted to trade on any national securities exchange or is
quoted on NASDAQ or a similar means if NASDAQ is no longer providing such
information; and (c) ten (10) years from the date of this Voting Agreement.
This Voting Agreement shall bind the undersigned's
successors, heirs, personal representatives, donees and trustees of any trust
in which the undersigned has an interest, during the undersigned's life or
upon the undersigned's death, and shall inure to the benefit of the successor
or successors to Xx. Xxxxxxxxx'x interest in the Company's Common Stock,
including, without limitation, Xx. Xxxxxxxxx'x heirs, personal representatives
and the trustees of any trust in which Xx. Xxxxxxxxx has an interest, during
his life or created upon his death, and the undersigned, therefore, shall vote
the undersigned's Shares and execute written consents in respect of the
undersigned's Shares as they (or a majority in interest of them based upon
their ownership of Common Stock) may designate.
As used in this Voting Agreement, the term "personal
representatives" means the executors or the administrators of Xx. Xxxxxxxxx'x
estate or the undersigned's estate, as the case may be, or any legal guardian,
conservator or similar official appointed to oversee the assets of Xx.
Xxxxxxxxx or the undersigned during the life of Xx. Xxxxxxxxx or the
undersigned, as the case may be.
Until the termination of this Voting Agreement, no transfer
(however done) of all or any part of the undersigned's Shares shall be made by
the undersigned or any subsequent owner of
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all or any portion of such Shares until the transferee has executed and
delivered to Xx. Xxxxxxxxx (or his successors) an original counterpart of this
Voting Agreement. Any purported transfer not made in compliance with the
immediately preceding sentence shall be ab initio null and void and of no
force and effect. The undersigned acknowledges and understands that any
certificate representing the undersigned's Shares and any substitute shares
shall contain the following legend: "The Shares represented by this
certificate are subject to the terms and provisions of a Voting Agreement (the
"Voting Agreement"), with Xx. Xxxxxxx X. Xxxxxxxxx, a copy of which is on file
at the principal office of the Company. Pursuant to the Voting Agreement, no
transfer of the Shares represented by this certificate may be made without the
transferee signing and delivering to Xx. Xxxxxxx X. Xxxxxxxxx a counterpart of
a voting agreement which is in the same form as the Voting Agreement."
Any notice or other communication under or relating to this
Voting Agreement shall be in writing and shall be considered given when
delivered in person or when mailed by certified mail, return receipt requested
(postage prepaid), to the parties at the following addresses (or at such other
address as a party may specify by notice to the other): (a) if to the
undersigned, to the undersigned at the address set forth below the
undersigned's signature to this Voting Agreement; and (b) if to Xx. Xxxxxxxxx,
to him at 000 Xxxxxxx Xxxxxx, Xxxxx 000, Xxx Xxxx, Xxx Xxxx 00000, with a copy
to Xxxxxx Xxxx Xxxxxxxx, Esq., Xxxxxx Xxxxxx Flattau & Klimpl, LLP, 0000
Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000.
Xx. Xxxxxxxxx'x personal representatives shall give the
undersigned prompt written notice of their appointment, and the undersigned's
personal representatives shall give Xx. Xxxxxxxxx prompt written notice of their
appointment.
This Voting Agreement shall be governed by and construed in
accordance with the law of the State of Delaware applicable to agreements made
and to be performed in the State of Delaware, without regard to its principles
of conflicts of law, and it shall be construed without regard to any
presumption or other rule requiring construction against the party causing an
agreement to be drafted. This Voting Agreement may not be amended, waived,
modified, changed or terminated (other than as provided in the fifth and sixth
paragraphs of this Voting Agreement with respect to termination), except by an
instrument in writing executed by each of the parties hereto.
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Name of Investor
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Signature
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Additional Signature (if required)
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Print Name(s) of Signatory if Different
than Investor
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Title (if applicable):
Address of Investor:
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Date:
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Accepted and Agreed:
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Xxxxxxx X. Xxxxxxxxx
Date:
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