Exhibit 7.1
VOTING AGREEMENT
This VOTING AGREEMENT ("Agreement") is entered into as of
March 17, 1997, by and among the stockholders listed on the signature page
hereof (individually, a "Stockholder" and collectively, the "Stockholders") for
the benefit of Olympic Cascade Financial Corporation, a Delaware corporation
(the "Company"), with respect to the following facts:
A. Pursuant to that certain Exchange Agreement and Plan of
Reorganization (the "Exchange Agreement"), dated as of February 12, 1997,
entered into by and among the Company, L.H. Friend, Weinress, Xxxxxxxx &
Xxxxxxx, Inc., a California corporation ("LHF"), and the Stockholders, the
Stockholders have acquired and are the owners, beneficially and of record, of
250,000 shares of the Company's $.02 par value common stock (the "Common
Stock"). All shares of Common Stock held at any time during the term of this
Agreement by the Stockholders are referred to collectively as the "Shares."
B. Each of the Stockholders will benefit from the consummation of
the transactions contemplated by the Exchange Agreement.
C. The execution and delivery of this Agreement is a condition to
the consummation of the transactions contemplated by the Exchange Agreement.
D. As of the date of this Agreement, the number of directors
authorized by the Company's charter documents to serve on the Board of Directors
(the "Board") may be determined by the Board from time to time and the number of
directors currently serving on the Board of Directors is five (5).
E. As of the date of this Agreement, there are a total of 953,929
shares of Common Stock outstanding.
NOW, THEREFORE, the Stockholders hereby agree as follows:
1. Voting Agreement.
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(a) Filing of Agreement. Upon execution of this
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Agreement, a copy of this Agreement will be filed with the corporate secretary
of the Company and held at the principal executive office of the Company (which
copy shall be open to inspection by any stockholder of the Company daily during
business hours).
(b) Term of Voting Arrangement. The voting arrangement
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set forth in this Agreement will remain in effect until the date two (2) years
and six
(6) months from the date hereof. The period during which this Agreement is in
effect is herein referred to as the "Term."
(c) Election of Directors. Each of the Stockholders
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hereby agrees, during the Term, to vote all of the Shares owned by such
Stockholder (at any meeting of the Company's stockholders or in any action taken
by written consent of the Company's stockholders) in favor of the election of
the person or persons nominated by the Board as Directors to serve on the Board.
In the event that any Stockholder is not able to attend any meeting of
stockholders of the Company, such Stockholder shall notify the Board of such
fact and shall grant the Board or its designee(s) a proxy to vote such
Stockholder's Shares at such meeting in favor of the person or persons nominated
by the Board.
(d) Voting of Shares. Except as required by Section
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1(c), at all Stockholders' meetings and in connection with all consents of the
Stockholders of the Company obtained without a meeting, the Stockholders shall
have complete discretion in voting their Shares on any and all matters submitted
to the Stockholders of the Company other than the election of Directors of the
Company.
(e) No Transfer Limitation. Nothing herein is intended
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to or shall prevent any Stockholder from selling or otherwise transferring such
Stockholder's Shares, which Shares shall thereafter not be subject to this
Agreement.
2. Miscellaneous.
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(a) Further Assurances. The parties agree to perform all
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such acts, including without limitation the execution of documents, as may
reasonably be requested by the Board in order to more fully effectuate the
purposes of this Agreement.
(b) Consent to Amendments. Except as otherwise expressly
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provided in this Agreement, the provisions of this Agreement may be amended only
by a writing signed by all parties.
(c) Successors and Assigns. All covenants and agreements
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contained in this Agreement by or on behalf of any of the parties will bind and
inure to the benefit of the respective successors and assigns of the parties.
(d) Severability. Whenever possible, each provision of
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this Agreement will be interpreted in such manner as to be effective and valid
under applicable law, but if any provision of this Agreement is held to be
prohibited by or invalid under applicable law, such provision will be
ineffective only to the extent of such prohibition or invalidity, without
invalidating the remainder of this Agreement.
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(e) Counterparts. This Agreement may be executed in two
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or more counterparts, any one of which need not contain the signatures of more
than one party, but all such counterparts taken together, will constitute one
and the same Agreement.
(f) Notices. All notices, demands or other
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communications to any party under this Agreement shall be in writing (including
facsimile transmission), shall be sent only by facsimile, by certified mail, by
nationally recognized courier service or by personal delivery; and shall be
given to the Stockholders at the address set forth below each such Stockholder's
signature.
All such notices, demands, requests or other communications shall be deemed
received on the date of receipt by the recipient if received prior to 5:00 p,.m.
in the place of receipt and such day is a business day in the place of receipt
(except if sent by facsimile, in which case they will be deemed received upon
confirmation of transmission by person or machine). Otherwise, any such notice,
demand, request or other communication shall be deemed not to have been received
until the next succeeding business day in the place of receipt. A copy of each
notice sent to any Stockholder should also be sent to Xxxxx X. Xxxxxxxx, Esq.,
Loeb & Loeb LLP, 0000 Xxxxxxxx Xxxxxxxxx, Xxxxx 0000, Xxx Xxxxxxx, Xxxxxxxxxx
00000.
(g) Share Ownership. Each of the Stockholders hereby
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represents and warrants to the Board that (i) such Stockholder is the record and
beneficial owner of the number of shares of Common Stock listed under its name
on the signature page hereof and (ii) he has the sole right to exercise all
voting rights connected with its Shares.
(h) Governing Law. This Agreement shall be governed by
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and construed in accordance with the laws of the State of California applicable
to contracts made and to be performed wholly therein.
3. Termination. In the event that (i) the Company or LHF, as
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the case may be, fails to timely or properly perform any of its material
agreements or covenants under (A) the Exchange Agreement, (B) the Investor
Rights Agreement (as defined in the Exchange Agreement, or (C) the Employment
Agreements (as defined in the Exchange Agreement), and such failure continues
for a period of thirty (30) days, or (ii) the Stockholders become entitled to
and do elect to declare the entire unpaid principal balance of the Promissory
Note (as defined in the Exchange Agreement) together with all accrued interest
thereon to be immediately due and payable upon the occurrence of an Event of
Default (as defined in the Promissory Note), then, in each case, this Agreement
shall, automatically and without any action by the Stockholders, terminate and
be of no further force or effect.
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IN WITNESS WHEREOF, the undersigned have executed this Voting
Agreement as of the date first above written.
STOCKHOLDERS:
/s/ Xxxxx X. Friend
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Xxxxx X. Friend
Shares Owned (together with Xxxxxx
Friend): 100,000 shares
Address:
0000 Xxxxxxxxx Xxxxx, Xxxxx 000
Xxxxxx, Xxxxxxxxxx 00000-0000
Fax: (000) 000-0000
/s/ Xxxxxx Friend
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Xxxxxx Friend
Shares Owned (together with Xxxxx X.
Friend): 100,000 shares
Address:
0000 Xxxxxxxxx Xxxxx, Xxxxx 000
Xxxxxx, Xxxxxxxxxx 00000-0000
Fax: (000) 000-0000
/s/ Xxxxxxxx X. Xxxxxx
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Xxxxxxxx X. Xxxxxx
Shares Owned: 99,315 shares
Address:
0000 Xxxxxxx Xxxx Xxxx, Xxxxx 0000
Xxx Xxxxxxx, Xxxxxxxxxx 00000
Fax: (000) 000-0000
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/s/ Xxxxxxx X. Xxxxxxxx
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Xxxxxxx X. Xxxxxxxx, Trustee of the
Weinress Family Living Trust dated
March 26, 1996
Shares Owned (together with Xxxxxxxxx X.
Xxxxxxxx): 20,548 shares
Address:
0000 Xxxxxxx Xxxx Xxxx, Xxxxx 0000
Xxx Xxxxxxx, Xxxxxxxxxx 00000
Fax: (000) 000-0000
/s/ Xxxxxxxxx X. Xxxxxxxx
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Xxxxxxxxx X. Xxxxxxxx, Trustee of
the Weinress Family Living Trust
dated March 26, 1996
Shares Owned (together with Xxxxxxx X.
Xxxxxxxx): 20,548 shares
Address:
0000 Xxxxxxx Xxxx Xxxx, Xxxxx 0000
Xxx Xxxxxxx, Xxxxxxxxxx 00000
Fax: (000) 000-0000
/s/ Xxxx Xxxxxxxx, Xx.
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Xxxx Xxxxxxxx, Xx.
Shares Owned: 13,699 shares
Address:
0000 Xxxxxxxxx Xxxxx, Xxxxx 000
Xxxxxx, Xxxxxxxxxx 00000-0000
Fax: (000) 000-0000
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/s/ Xxxxxxx X. Xxxxxxx
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Xxxxxxx X. Xxxxxxx
Shares Owned: 13,699 shares
Address:
0000 Xxxxxxxxx Xxxxx, Xxxxx 000
Xxxxxx, Xxxxxxxxxx 00000-0000
Fax: (000) 000-0000
/s/ Xxxxxxxx X. Xxxxxxx
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Xxxxxxxx X. Xxxxxxx
Shares Owned: 1,370 shares
Address:
0000 Xxxxxxx Xxxx Xxxx, Xxxxx 0000
Xxx Xxxxxxx, Xxxxxxxxxx 00000
Fax: (000) 000-0000
/s/ Xxxxxxx X. Xxxxx
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Xxxxxxx X. Xxxxx
Shares Owned: 1,370 shares
Address:
0000 Xxxxxxxxx Xxxxx, Xxxxx 000
Xxxxxx, Xxxxxxxxxx 00000-0000
Fax: (000) 000-0000
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