VOTING AGREEMENT
THIS VOTING AGREEMENT (this "Agreement") dated as of August
2, 1999, is made and entered into by and among INFINITY INVESTORS
LIMITED ("Infinity") and XXXXXX INTERGLOBAL, LTD. ("Xxxxxx," and
together with Infinity, the "Stockholders"), as the holders of
certain of the securities of Visual Edge Systems, Inc., a
Delaware corporation (the "Company").
W I T N E S S E T H:
WHEREAS, the Stockholders currently own or within ten (10)
calendar days shall own, control, directly or through entities
which they control, the number of shares of the issued and
outstanding shares of common stock of the Company (the "Common
Stock") set forth opposite their respective names on SCHEDULE A
attached to this Agreement (the shares of Common Stock that are
currently owned by the Stockholders or which may be hereafter
acquired by them are referred to herein collectively as the
"Shares"); and
WHEREAS, the Stockholders desire to set forth their
agreement with respect to voting such Shares;
NOW, THEREFORE, in consideration of the representations,
covenants and agreements contained herein, and certain other good
and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto hereby agree as
follows:
ARTICLE I
VOTING; RIGHTS AND DUTIES AS AGENT
1.1 VOTING. During the Term (as hereafter defined) of this
Agreement, each of the Stockholders severally agrees to vote any
Shares held or controlled by them on any matter submitted to the
stockholders of the Company for a vote or approval in such manner
as shall be directed in writing by Infinity, and Infinity agrees
to vote any Shares held or controlled by it in the same manner as
it so directs the Stockholders to vote their Shares. At least
two (2) days prior to the announced date of any such vote or
approval on any matter in which the stockholders of the Company
are entitled to vote, Infinity shall direct the Stockholders of
the manner by which each should vote their respective Shares by
written notice. If Infinity fails to deliver the Stockholders
written notice in the manner contemplated in this Section, the
Stockholders shall be entitled to vote their respective Shares in
any manner. In the event of the issuance of a written consent of
the shareholders of the Company by Infinity, Infinity may act by
written consent on behalf of the Stockholders without their prior
consent, provided notice of such action is provided to such
Stockholders within five (5) business days thereafter.
1.2 NON-LIABILITY OF INFINITY. Infinity shall not incur
any responsibility or liability as trustee, fiduciary or
otherwise, by reason of the manner in which Infinity directs the
Stockholders to vote their Shares. Except as otherwise provided
herein, the Stockholders understand and agree
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that this Agreement may be pleaded by Infinity against any or all
of them as a complete bar to any action or suit before any
administrative body or court with respect to any claim under
federal, state, local, or other law relating to the voting of the
Shares, including, without limitation, the manner in which
Infinity directs the Stockholders to vote their Shares. Infinity
shall not be liable to either of the Stockholders or any third
party for any special, indirect, incidental or consequential
damages (including, without limitation, lost opportunity costs)
arising from or relating to this Agreement.
1.3 OTHER RIGHTS OF STOCKHOLDERS. Except as set forth in
this Agreement, each of Infinity and the Stockholders shall have
the right to exercise its or his full rights as a stockholder
with respect to the Shares registered in its or his name,
including, without limitation, the right to sell its or his
respective Shares; provided, however, that none of the
Stockholders shall sell or transfer any of their shares prior to
August 15, 1999. Any transferee of the Shares shall not be bound
by any of the terms of this Agreement.
1.4 POWER OF ATTORNEY. Each of the Stockholders hereby
irrevocably and severally constitutes and appoints Infinity his
agent and attorney-in-fact, with full power of substitution and
resubstitution in his name, place and xxxxx, and for his use and
benefit, to take or cause to be taken any and all acts, deeds and
things concerning the voting of the Shares.
1.5 ADDITIONAL SHARES. If Infinity or any Stockholder
receives additional shares of Common Stock, whether by
acquisition, stock dividend, stock split or otherwise, such
shares shall be subject to the terms of this Agreement.
1.6 TERM. The term of this Agreement shall commence on the
date first set forth above and shall continue for 90 days until
October 30, 1999, unless Infinity, in its sole discretion,
unilaterally releases the Stockholders from their obligations
hereunder prior thereto (the "Term").
ARTICLE II
MISCELLANEOUS PROVISIONS
2.1 NOTICES. Any notice or communication must be in
writing and given by (a) deposit in the United States mail,
addressed to the party to be notified, postage prepaid and
registered or certified with return receipt requested, (b)
delivery in person or by courier service providing evidence of
delivery, or (c) transmission by telecopy. Each notice or
communication that is mailed, delivered, or transmitted in the
manner described above shall be deemed sufficiently given,
served, sent and received, in the case of mailed notices, on the
third business day following the date on which it is mailed and,
in the case of notices delivered by hand, courier service, or
telecopy, at such time as it is delivered to the addressee (with
the delivery receipt or the affidavit of messenger) or at such
time as delivery is refused by the addressee upon presentation.
For purposes of notice, the addresses of the parties shall be the
addresses set forth on Schedule A hereto. Any party may change
its address for notice by written notice given to the other
parties hereto.
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2.2 CONSTRUCTION. The use of the singular number shall
include the plural, and the plural number shall include the
singular wherever appropriate.
2.3 GOVERNING LAW. This Agreement shall be governed,
construed and enforced in accordance with the laws of the State
of Texas. This Agreement is performable in, and venue of any
action relating to or pertaining to this Agreement shall lie in
Dallas County, Texas.
2.4 COUNTERPARTS. This Agreement may be executed in one or
more counterparts, each of which shall constitute an original
hereof, but all of which shall constitute one and the same
document.
2.5 ATTORNEYS' FEES. If any legal action is brought by any
party hereto to enforce the terms and conditions of this
Agreement, it is expressly agreed that the party in whose favor a
final judgment is entered shall be entitled, in addition to any
other relief which may be awarded, to recover from the other
party or parties its reasonable attorneys' fees, together with
such prevailing party's other costs and reasonable and necessary
expenses incurred in connection with such litigation.
[Signature Page Follows]
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IN WITNESS WHEREOF, the parties have executed this Agreement
as of the day and year first written above.
INFINITY INVESTORS LIMITED
By: /s/ Xxxxxx Xxxxxxxxx
------------------------------
Name: Xxxxxx Xxxxxxxxx
------------------------------
Title: Attorney-in-Fact
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XXXXXX INTERGLOBAL, LTD.
By: /s/ Xxxxxx Xxxxx
------------------------------
Name: Xxxxxx Xxxxx
Title: Senior Managing Director
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SCHEDULE A
Infinity Investors Limited 180,696 Shares currently owned
plus
Xxxxxxx Waterfront Plaza 9,600,000 Shares expected to be
Main Street issued pursuant to a Notice of
X.X. Xxx 000 Conversion to be submitted to the
Charlestown, Nevis, West Indies Company on August 13, 1999
Xxxxxx Interglobal, Ltd. 976,000 Shares
00000 Xxxxx Xxxxx Xxxx.
Xxxxxxxxxx, Xxxxxxx 00000
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