EXHIBIT 6
SHAREHOLDERS' VOTING AGREEMENT
AND IRREVOCABLE PROXY
This SHAREHOLDERS' VOTING AGREEMENT AND IRREVOCABLE PROXY (the
"AGREEMENT") is made as of May 22, 2002 (the "Execution Date"), by and among
SUMMIT BROKERAGE SERVICES, INC., a Florida corporation (the "COMPANY"),
XXXXXXXX X. XXXXX, an individual shareholder of the Company ("LEEDS" or
"PROXY"), XXXXXXX XXXXXX, an individual shareholder of the Company ("XXXXXX"),
and XXXX XXXXXX, only with respect to the Jointly-Held Shares (defined below)
("XXXX XXXXXX").
RECITALS
WHEREAS, Xxxxxx beneficially owns 4,690,765 shares of the issued and
outstanding shares of common stock, par value $.0001 per share (the "COMMON
STOCK"), of the Company, consisting of (i) 2,743,920 shares owned individually
and directly by Xxxxxx, (ii) 1,049,170 shares issuable upon the exercise of
immediately exercisable options, (iii) 497,675 shares held as joint
tenants-in-common with Xxxx Xxxxxx (the "JOINTLY-HELD SHARES"), and (iv)
400,000 shares issuable upon the exercise of unvested options (the "UNVESTED
OPTIONS") (the shares of Common Stock set forth in clauses (i), (ii) and (iii)
hereinabove are collectively referred to herein as the "PROXY SHARES"); and
WHEREAS, the Company and Leeds have entered into a Stock Purchase
Agreement, dated as of even date herewith (the "STOCK PURCHASE AGREEMENT"),
pursuant to which Leeds purchased an aggregate of 5,000,000 shares of Common
Stock and was granted immediately exercisable options to purchase an additional
7,000,000 shares of Common Stock; and
WHEREAS, it is an express condition of the Stock Purchase Agreement
that Xxxxxx and Xxxx Xxxxxx enter into this Agreement; and
WHEREAS, Leeds desires to establish certain rights and obligations
regarding its status as Proxy with respect to the Proxy Shares, with such
definition specifically excluding the 400,000 shares issuable upon the exercise
of the Unvested Options referred to in clause (iv) above, which shares are not
subject to this Agreement.
NOW, THEREFORE, in consideration of the recitals set forth hereinabove
and the mutual covenants and agreements herein contained, and other good and
valuable consideration, the receipt and sufficiency of which are acknowledged
hereby, each of the parties hereto, intending legally to be bound, hereby
agrees as follows:
AGREEMENT
1. INCORPORATION OF RECITALS. The parties to this Agreement
hereby agree and acknowledge that all of the Recitals set forth hereinabove are
true, complete and correct in every respect and hereby incorporate said
Recitals into this Agreement by this reference.
2. REPRESENTATIONS OF XXXXXX AND XXXX XXXXXX. Each of Xxxxxx and
Xxxx Xxxxxx hereby represents and warrants to the Proxy that he/she: (a) has
full power to enter into this Agreement and has
not, prior to the date of this Agreement, executed or delivered any proxy or
entered into any other voting agreement or similar arrangement and (b) will not
take any action inconsistent with the purposes and provisions of this
Agreement.
3. SCOPE OF AGREEMENT. This Agreement shall govern the vote of
the Proxy Shares by the Proxy with respect to any and all matters concerning a
shareholder vote in respect of the Proxy Shares, whether at a meeting or
pursuant to written consent or otherwise, including, but not limited to the
election of the Company's Board of Directors. Unless terminated as hereinafter
provided, this Agreement shall remain in effect without regard to any action
taken by either Xxxxxx or Xxxx Xxxxxx. This Agreement pertains to voting rights
with respect to the Proxy Shares and does not confer on the Proxy cash or stock
dividends, distributions, disposition of Proxy Shares or proceeds from the sale
or other disposition of Proxy Shares.
4. CHANGES IN CAPITAL STOCK. In the event that subsequent to the
date of this Agreement any shares of capital stock or other securities the
Company are issued on, or in exchange for, any of the Proxy Shares by reason of
any stock dividend, stock split, consolidation of shares, reclassification,
exchange, merger or consolidation or otherwise involving the Company, such
shares of capital stock or other securities shall be deemed to be Proxy Shares
for purposes of this Agreement.
5. VOTING OF PROXY SHARES. Each of Xxxxxx and Xxxx Xxxxxx agrees
and covenants that at any meeting of the shareholders of the Company and/or in
connection with any corporate action by the shareholders of the Company, all of
their respective shares of the Proxy Shares shall be voted by the Proxy in the
manner and to the effect determined by said Proxy in his sole and absolute
discretion. Accordingly, during the term of this Agreement, neither Xxxxxx nor
Xxxx Xxxxxx shall vote or attempt to vote any of their respective shares of the
Proxy Shares, or otherwise exercise or attempt to exercise any voting or other
approval rights of any of their respective shares of the Proxy Shares, and any
such prohibited exercise by either Xxxxxx or Xxxx Xxxxxx of voting or approval
rights shall be void and of no force or effect.
6. IRREVOCABLE PROXY.
(a) In order to give effect to and in furtherance of the
agreements and covenants set forth in Section 5 of this Agreement, each of
Xxxxxx and Xxxx Xxxxxx hereby irrevocably constitutes and appoints Proxy as
proxy for Xxxxxx or Xxxx Xxxxxx, as the case may be, with full power of
substitution, for and in the name and on behalf of Xxxxxx or Xxxx Xxxxxx, as
the case may be, to vote any and all of their respective shares of Proxy Shares
with regard to any question, action, resolution, election or other matter
presented to the shareholders of the Company for vote or approval. Proxy shall
vote said Proxy Shares in such manner and to such effect as he may determine in
his sole and absolute discretion. The proxy granted hereby shall remain in
effect for so long as and at all times that this Agreement shall remain in
effect and shall terminate immediately and automatically only upon the
termination of this Agreement in accordance with the provisions hereof. The
proxy granted hereby is irrevocable and is coupled with an interest, as
provided in Section 607.0722(5) of the Florida Business Corporation Act.
(b) Proxy hereby accepts his appointment as proxy of
each of Xxxxxx and Xxxx Xxxxxx, pursuant to Subsection 6(a) of this Agreement.
Other than as specifically set forth herein, the Proxy shall have no other
rights with respect to the Proxy Shares.
7. LIMITATION OF PROXY'S LIABILITY. Proxy shall not incur any
liability or responsibility by reason of any error of judgment, mistake of law
or other mistake, or for any act or omission of any agent
or attorney, or for any misconstruction of this Agreement, or for any action of
any kind taken or omitted hereunder or believed by him to be in accordance with
the provisions and intents hereof.
8. TERMINATION. This Agreement shall terminate only upon the
earliest to occur of the occurrence of any one of the following events:
the fifth (5th) anniversary of the Execution Date of this Agreement;
the date upon which Leeds is no longer an executive officer and
director of the Company;
the reorganization, merger, consolidation or similar corporate
transaction whereby the persons who were the shareholders of the Company
immediately prior to the transaction do not, immediately thereafter, own more
than 50% of the combined voting power entitled to vote;
the sale of all, or substantially all, of the assets of the Company; or
the termination of this Agreement by the Proxy.
9. SUCCESSOR PROXY. In the event that the Proxy is unable or
unwilling to serve as the Proxy, a successor Proxy may be appointed by the
Proxy at his discretion, or if the Proxy is unable to make such appointment due
to his death or incapacity to act, by the consent of the successors to the
Proxy's individual shares of Stock that hold a majority interest in such
shares. A successor Proxy shall be vested with all the rights, powers and
authority as if originally named in this Agreement.
10. LEGEND; SUBSEQUENT HOLDERS OF PROXY SHARES. Upon execution of
this Agreement, each of Xxxxxx and Xxxx Xxxxxx hereby acknowledges and agrees
that all certificates for the shares of Proxy Shares may, but need not, be
imprinted by the Proxy with notice of this Agreement and the irrevocable proxy
set forth herein. Each of Xxxxxx and Xxxx Xxxxxx agrees not to transfer any
interest in their respective Proxy Shares unless the transferee executes and
delivers to Proxy an agreement in form and in substance substantially similar
to this Agreement; provided, however, a purchaser of any Proxy Shares that are
purchased in the market in a Rule 144 transaction or pursuant to a public
offering registered on a Form S-1, Form SB-2, Form S-8 or similar form required
by the Securities Exchange Commission for the public distribution of securities
shall not be subject to this Agreement; and provided further, up to 500,000
Proxy Shares to be transferred to Xxxxx Xxxxx and/or Xxxx Xxxx by Xxxxxx shall
not be subject to this Agreement.
11. GOVERNING LAW; JURISDICTION AND VENUE. This Agreement shall
be governed by and construed in accordance with the laws of the State of
Florida, without regard to rules regarding choice of law. EACH PARTY HERETO
AGREES TO SUBMIT TO THE PERSONAL JURISDICTION AND VENUE OF THE STATE AND/OR
FEDERAL COURTS LOCATED IN PALM BEACH COUNTY, FLORIDA FOR RESOLUTION OF ALL
DISPUTES ARISING OUT OF, IN CONNECTION WITH, OR BY REASON OF THE
INTERPRETATION, CONSTRUCTION, AND ENFORCEMENT OF THIS AGREEMENT, AND HEREBY
WAIVES THE CLAIM OR DEFENSE THEREIN THAT SUCH COURTS CONSTITUTE AN INCONVENIENT
FORUM.
12. BENEFITS; BINDING EFFECT. This Agreement shall be for the
benefit of and binding upon the parties hereto and their respective heirs,
personal representatives, legal representatives, successors, assigns and
transferees.
13. COUNTERPARTS. This Agreement may be executed in several
counterparts and all so executed shall constitute one Agreement, binding on all
the parties hereto, notwithstanding that all the parties are not signatories to
the original or same counterpart.
14. AMENDMENT OR MODIFICATION. This Agreement may be altered,
modified or amended only by the unanimous consent, in writing, of the parties
subject hereto, either now or hereafter. Any such modification must be signed
by each party to this Agreement and each signature must be acknowledged and
notarized in order for the modification to take effect.
15. ENTIRE AGREEMENT. This Agreement constitutes the entire
agreement among the parties hereto with respect to the subject matter hereof
and supersedes all prior agreements, understandings and arrangements, both oral
and written, among the parties hereto with respect to such subject matter.
16. ENFORCEABILITY. The parties expressly agree that this
Agreement shall be specifically enforceable in any court of competent
jurisdiction in accordance with its terms against each of the parties hereto.
If any provision of this Agreement shall be declared void or unenforceable by
any court or administrative board of competent jurisdiction, such provision
shall be deemed to have been severed from the remainder of this Agreement and
this Agreement shall continue in all respects to be valid and enforceable and
shall be construed so as to best give effect to the purposes and intents
hereof.
17. REFERENCES. Whenever required by the context, and is used in
this Agreement, the singular number shall include the plural and pronouns and
any variations thereof shall be deemed to refer to the masculine, feminine,
neuter, singular or plural, as the identification the person may require.
[SIGNATURE PAGE FOLLOWS]
SIGNATURE PAGE TO SHAREHOLDERS' VOTING AGREEMENT AND IRREVOCABLE PROXY
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the date first above written.
SUMMIT BROKERAGE SERVICES, INC.
By: /s/ XXXXXXX XXXXXX
----------------------------------------
Name: Xxxxxxx Xxxxxx
Title: President
/s/ XXXXXXXX X. XXXXX
-------------------------------------------
XXXXXXXX X. XXXXX
/s/ XXXXXXX XXXXXX
-------------------------------------------
XXXXXXX XXXXXX
/s/ XXXX XXXXXX
-------------------------------------------
XXXX XXXXXX, only as to Jointly-Held Shares
IRREVOCABLE PROXY
The undersigned hereby irrevocably constitute and appoint Xxxxxxxx X.
Xxxxx. (the "PROXY") as proxy for the undersigned, with full power of
substitution, for and in the name and on behalf of the undersigned, to vote, or
to execute and deliver written consents or otherwise act with respect to, in
his sole and absolute discretion, any and all shares of capital stock of Summit
Brokerage Services Inc., a Florida corporation (the "COMPANY"), now owned or to
be owned by the undersigned (and any shares or other securities that may
hereafter be issued on, or in exchange for, any such shares or other securities
of the Company), but excluding shares issuable upon exercise of Unvested
Options (as such term is defined in the Voting Agreement, defined below), as
fully, to the same extent and with the same effect as the undersigned, his
attorney and proxy or his substitute might or could lawfully do with respect to
any question, action, resolution, election or other matter presented to the
shareholders of the Company (or its successor) for approval, whether at any
annual or special meeting of the Company's shareholders or otherwise.
This Irrevocable Proxy is given pursuant to a Shareholders' Voting
Agreement and Irrevocable Proxy, dated as of March 22, 2002, among the
undersigned, the Company and the Proxy (the "VOTING AGREEMENT"), and as such is
irrevocable and coupled with an interest as provided by Section 607.0722(5) of
the Florida Business Corporation Act. This Irrevocable Proxy shall remain in
full force and effect from the date hereof until such Voting Agreement is
terminated in accordance with the terms thereof.
IN WITNESS WHEREOF, the undersigned has executed this Irrevocable
Proxy as of the 16th day of May, 2002.
/s/ XXXXXXX XXXXXX
-------------------------------------------
XXXXXXX XXXXXX
/s/ XXXX XXXXXX
-------------------------------------------
XXXX XXXXXX, only as to the Jointly-Held
Shares (as defined in the Voting Agreement)
