Exhibit 9.1
VOTING AGREEMENT
This VOTING AGREEMENT (the "Agreement"), dated as of August 5, 2005, is entered
by and between Xxxxxx Xxxxxxx ("Xxxxxxx") and Xxxxx X. Xxxx ("Xxxx"),
(collectively referred to as the "Parties")
WHEREAS, each Xxxxxxx and Knef, from time to time, may own Class A Common
Stock shares and Class B Common Stock shares (the "Shares") of SpeechSwitch,
Inc., a New Jersey corporation, (the "Company") and
WHEREAS, the Company may have a shareholders' meeting in the future that
will require Xxxxxxx and Xxxx to vote in favor of all of proposals submitted to
the shareholders for approval, and
NOW, THEREFORE, in consideration of the foregoing, the agreements set
forth below, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the Parties agree as follows:
ARTICLE I
VOTING OF SHARES
1. Voting Agreement
Each of the Parties hereby agrees to vote, or to cause to be voted, all of
his respective Shares at any annual, special or other meeting of the
shareholders of the Company, and at any adjournment or adjournments thereof, or
pursuant to any consent in lieu of a meeting or in any other circumstances upon
which any vote or consent or other approval of the shareholders of the Company
is sought, which each of the Parties has the right to so vote:
(a) in favor of any proposal that is submitted to the shareholders for
approval by a unanimous vote or consent of the Board of Directors;
2. Irrevocable Proxy.
Knef hereby irrevocably appoints Xxxxxxx from the date hereof through
August 4, 2015 as set forth on the Irrevocable Proxy attached as Exhibit A
hereto.
Upon the execution of this Agreement, all prior proxies and powers of
attorney given by Knef with respect to all of Knef's Shares issued or issuable
in respect thereof on or after the date of this Agreement are hereby revoked,
and no subsequent proxy or power of attorney shall be given (and if given, shall
not be effective) by Knef. Any obligation of Knef shall be binding on the
successors and heirs of Knef.
Xxxxxx Xxxxxxx Xxxxx X. Xxxx
By: /s/ Xxxxxx Xxxxxxx By: /s/ Xxxxx X. Xxxx
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Exhibit A
IRREVOCABLE PROXY
The undersigned shareholder of SpeechSwitch, Inc., a New Jersey
corporation (the "Company"), pursuant to the Voting Agreement dated August 5,
2005 (the "Agreement"), hereby irrevocably (to the extent provided for in the
New Jersey Business Corporation Act) appoints Xxxxxx Xxxxxxx ("Xxxxxxx"), or any
other designee of Xxxxxxx, as the sole and exclusive attorneys and proxies of
the undersigned, with full power of substitution and re-substitution, to vote
and exercise all voting and related rights (to the full extent that the
undersigned is entitled to do so) with respect to the shares of: (i) the Company
Class B Common Stock, $.01 par value per share, or (ii) the Company Class A
Common Stock, no par value per share, that are beneficially owned or may be
beneficially owned anytime in the future by the undersigned (collectively, the
"Shares") in accordance with the terms of this Irrevocable Proxy. Upon the
undersigned's execution of this Irrevocable Proxy, any and all prior proxies
given by the undersigned with respect to any Shares are hereby revoked and the
undersigned agrees not to grant any subsequent proxies with respect to the
Shares.
The term of this Irrevocable Proxy shall commence on August 5, 2005 and
terminate on August 4, 2015.
The attorneys and proxies named above, and each of them are hereby
authorized and empowered by the undersigned, to act as the undersigned's
attorney and proxy to vote the Shares, and to exercise all voting and other
rights of the undersigned with respect to the Shares (including, without
limitation, the power to execute and deliver written consents pursuant to the
New Jersey Business Corporation Act), at every annual, special or adjourned
meeting of the shareholders of the Company and in every written consent in lieu
of such meeting.
All authority herein conferred shall survive the death or incapacity of
the undersigned and any obligation of the undersigned hereunder shall be binding
upon the heirs, personal representatives, successors and assigns of the
undersigned.
This Irrevocable Proxy shall terminate only upon the written consent of
Xxxxxx Xxxxxxx or as set forth in the Agreement.
Dated: _______________, _____ Name:____________________________
By:_______________________________
(Signature of Shareholder)
