VOTING AGREEMENT
This VOTING AGREEMENT (this "Agreement"), dated as of January 30,
2002, by and among Point Loma Partners, Inc. ("PLP") and CLIX Group, Inc.
(the "Company"); Aurora Wireless, Inc. ("Aurora"), Springhouse Associates,
Inc. ("Springhouse") and the persons listed on the counterpart signature
pages hereto (herein referred to collectively as the "Investors" and
individually as an "Investor"). In consideration of and order to facilitate
the Company's spin-off of the 100% owned Aurora subsidiary with the
assistance of PLP, the parties have agreed to execute and deliver this
Agreement.
The parties hereby agree as follows:
1. Voting of Stock. Pursuant to and for as long as the provisions
of the Engagement Letter dated November 5, 2001 are effective, the Company,
Aurora, Springhouse, and each Investor shall cause all such shares of the
Company's and Aurora's common stock which Investor has the right to vote to
be voted as directed by PLP with respect to each proposal submitted for a
vote or written consent of the Company's stockholders that concerns the spin-
off of Aurora. Each investor hereby agrees to grant to PLP a proxy to vote
such shares if they fail for any reason to vote such shares as directed by
PLP and agree that such a proxy would be irrevocable and would be coupled
with an interest and agree to take such further action or execute such other
instruments as may be necessary or desirable to effectuate the intent of such
a proxy and hereby revokes any proxy previously granted by it with respect to
such shares.
2. After-Acquired Shares. All of the provisions of this Agreement
shall apply to all shares of the Company's capital stock now owned by or
which may be issued or transferred hereafter to any of the Investors,
including without limitation, all shares issued upon exercise of any warrant,
or stock option, all shares issued pursuant to any events described in
Section 3 below, and any shares acquired by gift, privately negotiated
transactions, open market purchases or in any other manner whatsoever.
3. Recapitalizations, Exchanges, Spin-offs, Etc. Affecting the
Company's Stock. The provisions of this Agreement shall apply, to the fullest
extent set forth herein, to any and all shares of capital stock of the
Company or any successor, spin-off or assign of the Company (whether by
merger, consolidation, sale of assets, distribution of stock, or otherwise)
that may be issued in respect of, in exchange for, or in substitution of the
Company's common stock and shall be appropriately adjusted for any stock
dividends, splits, reverse splits, combinations, recapitalizations and the
like occurring after the date hereof.
4. Injunctive Relief. In the event of a breach or threatened
breach of this Agreement by any party, the parties agree that money damages,
alone, may be an inadequate remedy, and that the aggrieved party may apply
for injunctive and other equitable relief, including an order for specific
performance, to prevent or remedy such breach.
5. Miscellaneous.
(a) Successors, Assigns and Transferees. This Agreement
shall be binding upon and inure to the benefit of the parties hereto and
their respective legal representatives, heirs, legatees, successors and
assigns.
(b) Disputes. Any controversy or dispute between the
parties arising under this Agreement, including the enforceability of this
arbitration clause, shall be settled by binding arbitration before a single
arbitrator in San Diego, California in accordance with the Commercial
Arbitration Rules of the American Arbitration Association, Expedited
Procedures. The governing law of such arbitration shall be as set forth in
Section 5(c) hereof. Judgment upon the award rendered by the arbitrator may
be entered in any court having jurisdiction thereof.
(c) Law. This Agreement shall be governed by and construed
in accordance with the laws of the State of California, without regard to
choice of law or conflicts of law principles.
(d) Contravention. If any provision of this Agreement
contravenes any applicable law or regulation, the remainder of the Agreement
shall be given effect as though such provision was not present, and in a
manner so as to achieve the objective of such provision as nearly as possible
without contravening the law.
(e) Counterparts. This Agreement may be executed in two or
more counterparts, and by the different parties hereto in separate
counterparts, each of which when executed shall be deemed to be an original
but all of which taken together shall constitute one and the same agreement.
(f) Amendment. This Agreement may be amended, modified or
supplemented only by written agreement of the party or parties hereto against
whom enforcement of such amendment, modification or supplement is sought.
IN WITNESS WHEREOF, the parties have executed and approve of this
Voting Agreement as of the date first written above.
Point Loma Partners, Inc. Aurora Wireless
By: ______________________________ By: ________________________
Name: ____________________________ Name: ______________________
Title: _____________________ Title: _______________________
Date: ______________________ Date: _______________________
Clix Group, Inc. Springhouse Associates,
Inc.
By: _______________________________ By:
Name: _____________________________ Name
Title: ______________________________ Title
Date: _______________________________ Date
Majority Shareholder of CLIX Group, Inc. Minority Shareholder of CLIX Group,
Inc.
By: By:
Name: Xxx X. Xxxxxxxxxx Name: Xxxx X. Xxxxxx, XX
Date Date
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