as of Xxxxx 00, 0000
Xxxxxxxxx XXX, LLC
000 Xxxxxxx Xxxxxx
Xxxxxxxxx, Xxx Xxxxxx 00000
Attn: Xxxxxx X. Gold
Dear Gentlemen:
In order to induce Ridgewood ZAP, LLC ("Ridgewood") to enter into a certain
Stock and Warrant Purchase Agreement dated as of March 29, 1999 with ZAP Power
Systems ("ZAP"), for so long as Ridgewood owns not less than 5 percent of the
outstanding voting stock of ZAP, the undersigned shareholders of ZAP hereby
agree to vote all or such portion of their stock of ZAP as may be necessary to
cause to be elected to the Board of Directors of ZAP up to two persons nominated
by Ridgewood. In the event of the resignation of a director nominated by
Ridgewood, or a vacancy in any such position arising for any reason, the
undersigned shareholders agree to cause such vacancy to be filled with a person
nominated by Ridgewood. Ridgewood shall provide written or verbal notification
to the undersigned shareholders of its nominee(s) at or immediately prior to any
meeting called for the purpose of electing directors.
As of the date of this letter agreement, Ridgewood nominates, and the
undersigned shareholders agree to cause to be elected to the Board of Directors
the following individuals: Xxxxxx X. Gold and Xxxxxxx Xxxxxx.
This letter agreement shall be deemed a contract governed by the laws of
California and shall be binding on the undersigned and any purchaser of shares
held by the undersigned.
Sincerely yours,
/s/ Xxxx X. Xxxxx
Xxxx X. Xxxxx, individually
/s/ Xxxxx XxXxxxx
Xxxxx XxXxxxx, individually
Accepted and Agreed:
RIDGEWOOD ZAP, LLC
By: Ridgewood Management Corporation
By:_____________________
