Exhibit 10.2
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VOTING AGREEMENT
among
XXX XXXXXXXX
and
PROHA PLC
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Dated as of
July 31, 2001
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VOTING AGREEMENT
THIS VOTING AGREEMENT (this "Agreement") is made as of July 31,
2001, by and among Proha Plc, a Finnish corporation (the "Stockholder" such
Stockholder acting in solely its capacity as a stockholder of Opus360
Corporation, a Delaware corporation (the "Company")) and Xxx Xxxxxxxx.
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, the Company entered into a Share Exchange Agreement,
dated as of April 11, 2001, as amended by that certain First Amendment to
the Share Exchange Agreement dated as of the date hereof (as amended, the
"Share Exchange Agreement") with the Stockholder, providing for the
acquisition by the Company of (i) all of the shares of Artemis Acquisition
Corporation, a Delaware corporation and wholly owned subsidiary of the
Stockholder (the "Artemis Shares"), (ii) a number of shares of Intellisoft
Oy, a Finnish corporation and wholly owned subsidiary of the Stockholder,
representing 19.9% of the issued and outstanding shares of Intellisoft Oy
on a fully diluted basis (the "IOY Shares"), and (iii) a number of shares
of Accountor Oy, a Finnish corporation and wholly owned subsidiary of the
Stockholder, representing 19.9% of the issued and outstanding shares of
Accountor Oy on a fully diluted basis (the "AOY Shares", the Artemis
Shares, the IOY Shares and the AOY Shares to be transferred to the Company
are referred to collectively as the "Exchanged Shares"), in exchange for
the issuance by the Company of a number of shares of Common Stock, par
value $.001 per share (the "Common Stock"), to the Stockholder,
representing 80% of the issued and outstanding shares Common Stock on a
fully-diluted basis after the Second Closing (as such term is defined in
the Share Exchange Agreement) of such transactions (the "Transaction");
WHEREAS, as of the date hereof, the Stockholder is the record and
beneficial owner of the number of shares of Common Stock set forth opposite
the Stockholder's name on Schedule I hereto; and
WHEREAS, as a condition to the willingness of the Company to enter
into the First Amendment to the Share Exchange Agreement, and as an
inducement to the Company to do so, the Stockholder has agreed to enter
into this Agreement for the benefit of the Company as set forth in this
Agreement.
NOW, THEREFORE, in consideration of the mutual representations,
warranties, covenants and agreements contained in this Agreement, and for
other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto, intending, to be legally bound
hereby, agree as follows:
ARTICLE I
DEFINITIONS
Section 1.1 Definitions. As used in this Agreement, the following
terms have the following meanings:
"Affiliate" shall mean, with respect to any specified person, any
other person directly or indirectly controlling or controlled by or under
direct or indirect common control with such specified person and, in the
case of a person who is an individual, shall include (i) members of such
specified person's immediate family (as defined in Instruction 2 of Item
404(a) of Regulation S-K under the Securities Act) and (ii) trusts, the
trustee and all beneficiaries of which are such specified person or members
of such person's immediate family as determined in accordance with the
foregoing clause (i). For the purposes of this definition, "control" when
used with respect to any person means the power to direct the management
and policies of such person (in particular the voting and disposition of
shares of Common Stock held directly or indirectly by such person),
directly or indirectly, whether through the ownership of voting securities,
by contract or otherwise; and the terms "affiliated," "controlling" and
"controlled" have meanings correlative to the foregoing.
"Agreement" shall have the meaning set forth in the Preamble.
"Alternative Transaction" shall have the meaning set forth in
Section 3.7(a).
"Amended Bylaws" shall mean the Amended By-Laws of the Company.
"Amended and Restated Certificate of Incorporation" shall mean the
Amended and Restated Certificate of Incorporation of the Company.
"beneficial owner" of a security shall mean any person who,
directly or indirectly, through any contract, arrangement, understanding,
relationship, or otherwise has (i) the power to vote, or to direct the
voting of, such security or (ii) the power to dispose, or to direct the
disposition of, such security, or the ability to acquire such voting or
dispositive power.
"Common Stock" shall have the meaning set forth in the Recitals.
"Company" shall have the meaning set forth in the Recitals.
"Documents" shall mean (i) this Agreement, (ii) the Share Exchange
Agreement, and (iii) the Registration Rights Agreement.
"Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended, and the rules and regulations promulgated thereunder.
"Governmental Authority" shall mean any foreign, Federal, state or
local court or governmental or regulatory authority.
"HSR Act" shall mean the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements
Act of 1976, as amended, and applicable rules and regulations and any
similar state acts.
"Lien" shall mean any pledge, lien, claim, restriction, charge or
encumbrance of any kind.
"Notices" shall have the meaning set forth in Section 4.6.
"person" shall mean any individual, partnership, corporation,
limited liability company, joint venture, association, joint-stock company,
trust, unincorporated organization, government or agency or political
subdivision thereof, or other entity.
"Registration Rights Agreement" shall mean the registration rights
agreement to be entered into by the Company and the Stockholder pursuant to
the Share Exchange Agreement.
"Second Closing" shall have the meaning set forth in the Recitals.
"Securities" shall mean all shares of Common Stock (and all other
shares or securities issued or issuable in respect thereof) as of the date
hereof and hereafter acquired.
"Securities Act" shall mean the Securities Act of 1933, as
amended, and the rules and regulations thereunder.
"Share Exchange Agreement" shall have the meaning set forth in the
Recitals.
"Stockholder" shall have the meaning set forth in the Preamble.
"subsidiary" shall mean, with respect to any person, (a) a
corporation a majority of whose capital stock with voting power, under
ordinary circumstances, to elect directors is at the time, directly or
indirectly, owned by such person, by a subsidiary of such person, or by
such person and one or more subsidiaries of such person, (b) a partnership
in which such person or a subsidiary of such person is, at the date of
determination, a general partner of such partnership, or (c) any other
person (other than a corporation) in which such person, a subsidiary of
such person or such person and one or more subsidiaries of such person,
directly or indirectly, at the date of determination thereof, has (i) at
least a majority ownership interest, (ii) the power to elect or direct the
election of the directors or other governing body of such person, or (iii)
the power to direct or cause the direction of the affairs or management of
such person. For purposes of this definition, a person is deemed to own any
capital stock or other ownership interest if such person has the right to
acquire such capital stock or other ownership interest, whether through the
exercise of any purchase option, conversion privilege or similar right.
"Subsidiary" shall mean a subsidiary of the Company.
"Termination Date" shall have the meaning set forth in Section
4.3.
"Transaction" shall have the meaning set forth in the recitals.
ARTICLE II
COVENANTS OF THE STOCKHOLDER
Section 2.1 Agreement to Vote. At any meeting of the stockholders
of the Company held on or prior to the Termination Date, however called,
and at every adjournment or postponement thereof, or in connection with any
written consent of the holders of any class or classes of the capital stock
of the Company prior to the Termination Date, the Stockholder, shall vote
and cause each of its controlled Affiliates to vote all of the Securities
with respect to which it has the right to vote or direct the vote (as of
the record date for such meeting of stockholders), (a) in favor of the
Share Exchange Agreement and all of the transactions contemplated by the
Share Exchange Agreement, all matters requiring approval of stockholders
under the listing requirements of the Nasdaq Stock Market, if any, in
connection with such transactions, and any actions required in furtherance
hereof, including, without limitation, the amendment and restatement of the
Amended and Restated Certificate of Incorporation to reflect an increase in
the Company's authorized Common Stock in order to permit the issuance of
Common Stock at the Second Closing, (b) against any Alternative
Transaction, and (c) against any action or agreement that, directly or
indirectly, is inconsistent with or that could reasonably be expected,
directly or indirectly, to impede, interfere with, delay, postpone or
materially adversely affect the transactions contemplated by the Share
Exchange Agreement and the other Documents. The Stockholder shall not enter
into, or permit any of its controlled Affiliates to enter into, any
agreement or understanding with any person prior to the Termination Date,
directly or indirectly, to vote, grant any proxy or power of attorney, give
instructions or enter into a voting agreement with respect to the voting of
its Securities in any manner inconsistent with the preceding sentence.
Section 2.2 Proxies and Voting Agreement.
(a) The Stockholder represents and warrants to Xxx
Xxxxxxxx that it has revoked, and caused its controlled Affiliates to
revoke, any and all previous proxies granted with respect to its
Securities.
(b) Prior to the Termination Date, the Stockholder shall
not, and shall cause each of its controlled Affiliates not to, directly or
indirectly, except as contemplated hereby, grant any proxies or powers of
attorney with respect to their Securities, deposit any of their Securities
into a voting trust or enter into a voting agreement with respect to any of
their Securities, in each case with respect to the matters set forth in
Section 2.1.
Section 2.3 Irrevocable Proxy. The Stockholder hereby appoints Xxx
Xxxxxxxx and any designee of Xxx Xxxxxxxx, each of them individually, as
the Stockholder's proxy and attorney-in-fact pursuant to the provisions of
Section 212 of the Delaware General Corporation Law, with full power of
substitution and resubstitution, to vote or act by written consent until
termination of this Agreement with respect to the Securities in accordance
with Section 4.3, on, and only on, the matters described in Section 2.1 and
in accordance with Section 2.1. This proxy is granted to secure the
performance of the duties of the Stockholder pursuant to this Agreement.
The Stockholder affirms that this proxy is coupled with an interest and
shall be irrevocable so long as the Share Exchange Agreement has not been
terminated. The Stockholder shall take such further action or execute such
other instruments as may be necessary to effectuate the intent of this
proxy.
ARTICLE III
REPRESENTATIONS, WARRANTIES AND
ADDITIONAL COVENANTS OF THE STOCKHOLDER
The Stockholder represents, warrants and covenants to Xxx
Xxxxxxxx, as to itself that:
Section 3.1 Ownership. The Stockholder is the record and
beneficial owner of the equity securities of the Company listed beside the
Stockholder's name on Schedule I attached hereto as of the date hereof. The
equity securities set forth beside the name of the Stockholder on Schedule
I constitute all of the shares of capital stock of the Company owned of
record or beneficially by the Stockholder as of the date hereof. All of
such securities are issued and outstanding, and except as set forth on
Schedule I attached hereto, the Stockholder does not own, of record or
beneficially, any warrants, options or other rights to acquire any shares
of capital stock of the Company. The securities listed beside the
Stockholder's name on Schedule I attached hereto and the certificates
representing such securities are now, and at all times during the term
hereof will be, held by the Stockholder, or by a nominee or custodian for
the benefit of the Stockholder, free and clear of all Liens, proxies,
voting trusts or other agreement, arrangement or restriction with respect
to the voting of such securities that would prohibit the Stockholder from
complying with Section 2.1 hereof with respect to such securities (other
than as contemplated by this Agreement).
Section 3.2 Authority: No Conflicts. The Stockholder has the
authority and has been duly authorized by all necessary action (including
consultation, approval or other action by or with any other person), to
execute, deliver and perform this Agreement and consummate the transactions
contemplated hereby. Such actions by the Stockholder require no action by,
or in respect of, or filing with, any Governmental Authority with respect
to the Stockholder other than any required filings under Section 13 of the
Exchange Act. None of the execution and delivery of this Agreement by the
Stockholder, the consummation by the Stockholder of the transactions
contemplated hereby or compliance by the Stockholder with any of the
provisions hereof shall (A) conflict with or result in any breach of or
constitute (with or without notice or lapse of time or both) a default (or
give rise to any third party right of termination, cancellation, material
modification or acceleration) under any of the terms, conditions or
provisions of any note, bond, mortgage, indenture, license, contract,
commitment, arrangement, understanding, agreement or other instrument or
obligation of any kind to which the Stockholder is a party or by which the
Stockholder or any of the Stockholder's properties or assets may be bound,
or (B) violate any order, writ, injunction, decree, judgment, order,
statute, rule or regulation applicable to the Stockholder or any of the
Stockholder's properties or assets.
Section 3.3 Binding Effect. This Agreement has been duly executed
and delivered by the Stockholder and is the valid and binding agreement of
the Stockholder, enforceable against the Stockholder in accordance with its
terms, except as enforcement may be limited by bankruptcy, insolvency,
moratorium or other similar laws relating to creditors' rights generally
and by equitable principles to which the remedies of specific performance
and injunctive and similar forms of relief are subject.
Section 3.4 No Finder's Fee. No broker, investment banker,
financial advisor or other person is entitled to any broker's, finder's,
financial advisor's or other similar fee or commission in connection with
the transactions contemplated hereby based upon arrangements made by or on
behalf of the Stockholder.
Section 3.5 Reliance by The Company. The Stockholder understands
and acknowledges that the Company is entering into the First Amendment to
the Share Exchange Agreement in reliance upon the Stockholder's execution
and delivery of this Agreement.
Section 3.6 No Solicitation: Restrictions on Transfers.
(a) Prior to the Termination Date, the Stockholder, in its
capacity as a stockholder of the Company, shall not, and shall not permit
any of its controlled Affiliates (other than the Company, if deemed an
Affiliate) or representatives to, directly or indirectly, (i) initiate,
solicit or entertain offers from, negotiate with or in any manner knowingly
encourage, discuss, accept, or consider any proposal of any other person
relating to (w) the acquisition of the capital stock of the Company, or any
Subsidiary, securities convertible into or exchangeable for shares of
capital stock of the Company or any Subsidiary, (x) the acquisition of the
Company's assets or business, in whole or in part, whether directly or
indirectly, through purchase, merger, consolidation, business combination,
recapitalization, liquidation, dissolution or otherwise, (y) the incurrence
of indebtedness by the Company or any Subsidiary, or (z) any other
transaction the consummation of which could reasonably be expected to
impede, interfere with, prevent, delay or dilute the benefits to the
Company of the transactions contemplated by the Documents (other than the
transactions contemplated by the Share Exchange Agreement or sales of
inventory in the ordinary course) (any of the foregoing being an
"Alternative Transaction"), (ii) initiate, participate, engage in, or agree
to initiate, participate or engage in negotiations or discussions
concerning, or provide to any person or entity any information or data
relating to the Company or any Subsidiary, or otherwise cooperate with or
assist or participate in, knowingly facilitating or encouraging, any
inquiries or the making of any proposal that constitutes an Alternative
Transaction, (iii) in connection with any Alternative Transaction, require
the Company to abandon, terminate or fail to consummate the transactions
contemplated by the Documents, (iv) grant any waiver or release under or
amend any standstill, confidentiality or similar agreement entered into by
the Company or any of its Affiliates or representatives; (v) agree to,
approve or recommend any Alternative Transaction, or (vi) take any other
action inconsistent with the obligations and commitments assumed by the
Stockholder and its controlled Affiliates pursuant to this Agreement. The
Stockholder shall, and shall cause its controlled Affiliates to,
immediately cease and cause to be terminated any existing activities,
discussions or negotiations with any parties conducted heretofore with
respect to any of the foregoing.
(b) Prior to the Termination Date, the Stockholder shall,
and shall cause its Affiliates to promptly (but in any event within
twenty-four (24) hours of receipt or occurrence thereof) advise Xxx
Xxxxxxxx and the Company orally and in writing of any request for
information directed to the Stockholder with respect to, or of any inquiry
or proposal regarding any Alternative Transaction directed to the
Stockholder, the material terms and conditions of such proposal and the
identity of the person making such proposal and provide to Xxx Xxxxxxxx and
the Company copies of any written documentation material to understanding
or evaluating such request, Alternative Transaction or inquiry. The
Stockholder and its Affiliates will keep Xxx Xxxxxxxx and the Company fully
informed of any such proposal.
(c) The Stockholder shall not (i) directly or indirectly,
offer for sale, sell, transfer, tender, pledge, encumber, assign or
otherwise dispose of, or enter into any contract, option or other
arrangement or understanding with respect to or consent to the offer for
sale, transfer, tender, pledge, encumbrance, assignment or other
disposition of, any or all of the securities listed beside its name on
Schedule I attached hereto or any interest therein or any shares of Common
Stock issuable upon the exercise of stock options or warrants; (ii) except
as contemplated by this Agreement, grant any proxies or powers of attorney,
deposit any such securities into a voting trust or enter into a voting
agreement with respect to any such securities; or (iii) take any action
that would make any representation or warranty of the Stockholder contained
herein untrue or incorrect or have the effect of preventing or disabling
the Stockholder from performing the Stockholder's obligations under this
Agreement.
ARTICLE IV
MISCELLANEOUS
Section 4.1 Expenses. All costs and expenses incurred in
connection with this Agreement shall be paid by the party incurring such
cost or expense.
Section 4.2 Specific Performance. The Stockholder agrees that Xxx
Xxxxxxxx would be irreparably damaged if for any reason the Stockholder
fails to perform any of the Stockholder's obligations under this Agreement,
and that Xxx Xxxxxxxx would not have an adequate remedy at law for money
damages in such event. Accordingly, Xxx Xxxxxxxx shall be entitled to seek
specific performance and injunctive and other equitable relief to enforce
the performance of this Agreement by the Stockholder. This provision is
without prejudice to any other rights that Xxx Xxxxxxxx may have against
the Stockholder for any failure to perform its obligations under this
Agreement.
Section 4.3 Amendments; Termination. Neither this Agreement, nor
any of the terms or provisions contained herein, may be waived, modified or
amended without the prior written consent of Xxx Xxxxxxxx or the
Stockholder, which consent may be withheld in the sole and absolute
discretion of Xxx Xxxxxxxx or the Stockholder. No amendment, modification
or termination of this Agreement shall be binding upon any other party
unless executed in writing by the parties hereto intending to be bound
thereby. This Agreement shall terminate, except with respect to liability
for prior breaches thereof, on the earlier to occur of (i) immediately
following the Second Closing, and (ii) the termination of the Share
Exchange Agreement pursuant to the terms thereof (the date of the earliest
of such events being the "Termination Date").
Section 4.4 Successors and Assigns. This Agreement and the rights,
duties and obligations hereunder may not be assigned or delegated by the
Stockholder without the prior written consent of Xxx Xxxxxxxx. Except as
provided in the preceding sentence, any assignment or delegation of rights,
duties or obligations hereunder made without the prior written consent of
Xxx Xxxxxxxx shall be void and of no effect. This Agreement and the
provisions hereof shall be binding upon and shall inure to the benefit of
each of the parties and their respective successors and permitted assigns.
Section 4.5 Certain Events. The Stockholder agrees that this
Agreement and the obligations hereunder shall attach to the Securities of
the Stockholder and shall be binding upon any person to which legal or
beneficial ownership of such shares shall pass, whether by operation of law
or otherwise.
Section 4.6 Notices. All notices, demands, requests, consents,
approvals or other communications (collectively, "Notices") required or
permitted to be given hereunder or which are given with respect to this
Agreement shall be in writing and shall be personally served, delivered by
a reputable air courier service with tracking capability, with charges
prepaid, or transmitted by hand delivery or facsimile, addressed as set
forth below, or to such other address as such party shall have specified
most recently by written notice. Notice shall be deemed given on the date
of service or transmission if personally served or transmitted by
facsimile. Notice otherwise sent as provided herein shall be deemed given
on the next business day following delivery of such notice to a reputable
air courier service:
(a) if to Xxx Xxxxxxxx, to him at the following contact information:
x/x Xxxx000 Xxxxxxxxxxx
00 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxx Xxxxxx, Esq.
Facsimile: (000) 000-0000
and with a copy (which shall not constitute notice) to:
Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP
0 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx X. Xxxxxxx, Esq.
Facsimile: (000) 000-0000
and (b) if to the Stockholder, to it at the following contact
information:
Proha Xxx
Xxxxxxxxxxxxx 0 X
XXX-00000 Xxxxx
Xxxxxxx
Attention: Pekka Pere
Facsimile: 011 000 00 0000 500
with a copy (which shall not constitute notice) to:
White & Xxxx XXX
Xxxxxxxxxx 00
XXX-00000 Xxxxxxxx, Xxxxxxx
Attn.: Petri Y.J. Haussila, Esq.
Facsimile: 011-358-9-228-64-228
Section 4.7 Governing Law. This Agreement and the rights and
obligations of the parties hereunder shall be governed by, and construed in
accordance with, the laws of the State of New York, and each party hereto
submits to the non-exclusive jurisdiction of the state and federal courts
within the County of New York in the State of New York. Any legal action or
proceeding with respect to this Agreement may be brought in the courts of
the State of New York or of the United States of America for the Southern
District of New York and, by execution and delivery of this Agreement, each
party hereto hereby accepts for itself and in respect of its property,
generally and unconditionally, the jurisdiction of the aforesaid courts.
Each party hereto further irrevocably consents to the service of process
out of any of the aforementioned courts in any action or proceeding by the
mailing of copies thereof by registered or certified mail, postage prepaid,
to such party at its address set forth in Section 4.6, such service to
become effective seven days after such mailing. Nothing herein shall affect
the right of Xxx Xxxxxxxx to serve process in any of the matters permitted
by law or to commence legal proceedings or otherwise proceed against the
Stockholder in any other jurisdiction. Each party hereto hereby irrevocably
waives any objection which it may now or hereafter have to the laying of
venue of any of the aforesaid actions or proceedings arising out of or in
connection with this Agreement
Section 4.8 Entire Agreement. This Agreement (including all
agreements entered into pursuant hereto and all certificates and
instruments delivered pursuant hereto and thereto) constitutes the entire
agreement of the parties with respect to the subject matter hereof and
supersedes all prior and contemporaneous agreements, representations,
understandings, negotiations and discussions between the parties, whether
oral or written, with respect to the subject matter hereof.
Section 4.9 Waivers and Extensions. Subject to Section 4.3, any
party to this Agreement may waive any right, breach or default which such
party has the right to waive, provided that such waiver will not be
effective against the waiving party unless it is in writing, is signed by
such party and Xxx Xxxxxxxx, and specifically refers to this Agreement.
Waivers may be made in advance or after the right waived has arisen or the
breach or default waived has occurred. Any waiver may be conditional. No
waiver of any breach of any agreement or provision herein contained shall
be deemed a waiver of any preceding or succeeding breach thereof nor of any
other agreement or provision herein contained. No waiver or extension of
time for performance of any obligations or acts shall be deemed a waiver or
extension of the time for performance of any other obligations or acts.
Section 4.10 Titles and Headings. Titles and headings of sections
of this Agreement are for convenience only and shall not affect the
construction of any provision of this Agreement.
Section 4.11 Schedule. The schedule referred to herein and
attached hereto is an integral part of this Agreement and is incorporated
herein by reference.
Section 4.12 Attorney's Fees. If any action at law or in equity is
necessary to enforce or interpret the terms of this Agreement, the
prevailing party shall be entitled to reasonable attorneys' fees, costs and
necessary disbursements, in addition to any other relief to which such
party may be entitled.
Section 4.13 Severability. This Agreement shall be deemed
severable, and the invalidity or unenforceability of any term or provision
hereof shall not affect the validity or enforceability of this Agreement or
of any other term or provision hereof. Furthermore, in lieu of any such
invalid or unenforceable term or provision, the parties hereto intend that
there shall be added as a part of this Agreement a provision as similar in
terms to such invalid or unenforceable provision as may be possible and be
valid and enforceable.
Section 4.14 Counterparts; Facsimile. This Agreement may be
executed in multiple counterparts, each of which shall be deemed an
original, and all of which taken together shall constitute one and the same
instrument. This Agreement may be delivered by a party via facsimile;
provided, that, the originally executed signature pages and original
documents are delivered to the appropriate parties within two (2) business
days.
Section 4.15 Further Assurances. Each party hereto, upon the
request of any other party hereto, shall do all such further acts and
execute, acknowledge and deliver all such further instruments and documents
as may be necessary or desirable to carry out the transactions contemplated
by this Agreement.
Section 4.16 Remedies Cumulative. The remedies provided herein
shall be cumulative and shall not preclude the assertion by any party
hereto, including Xxx Xxxxxxxx, of any other rights or the seeking of any
remedies against any other party hereto.
* * * * *
IN WITNESS WHEREOF, Xxx Xxxxxxxx and the Stockholder have
caused this Agreement to be duly executed as of the day and year first
above written.
PROHA PLC
By: /s/ Pekka Pere
-------------------------------------
Name: Pekka Pere
Title: Managing Director
By: /s/ Xxxxxx X. Xxxxx
-------------------------------------
Name: Xxxxxx X. Xxxxx
Title: President and CEO, Artemis
XXX XXXXXXXX
By: /s/ Xxx Xxxxxxxx
------------------------------------
[Voting Agreement signature page]
Amount of Shares
Name of Stockholder Beneficially Owned Notice Address
------------------ ------------------ --------------
Proha Plc 73,938,702 Proha Xxx
Xxxxxxxxxxxxx 0 X
Xxx-00000 Xxxxx
Xxxxxxx
Attention: Pekka Pere
Facsimile: 011 000 00 0000 500
TABLE OF CONTENTS
Page
ARTICLE I DEFINITIONS.........................................................2
Section 1.1 Definitions..............................................2
ARTICLE II COVENANTS OF THE STOCKHOLDER.......................................4
Section 2.1 Agreement to Vote........................................4
Section 2.2 Proxies and Voting Agreement.............................5
Section 2.3 Irrevocable Proxy........................................5
ARTICLE III REPRESENTATIONS, WARRANTIES AND ADDITIONAL
COVENANTS OF THE STOCKHOLDER..................................................5
Section 3.1 Ownership................................................6
Section 3.2 Authority: No Conflicts..................................6
Section 3.3 Binding Effect...........................................6
Section 3.4 No Finder's Fee..........................................6
Section 3.5 Reliance by The Company..................................7
Section 3.6 No Solicitation: Restrictions on Transfers...............7
ARTICLE IV MISCELLANEOUS......................................................8
Section 4.1 Expenses.................................................8
Section 4.2 Specific Performance.....................................8
Section 4.3 Amendments; Termination..................................8
Section 4.4 Successors and Assigns...................................8
Section 4.5 Certain Events...........................................8
Section 4.6 Notices..................................................9
Section 4.7 Governing Law............................................9
Section 4.8 Entire Agreement........................................10
Section 4.9 Waivers and Extensions..................................10
Section 4.10 Titles and Headings..................................10
Section 4.11 Schedule.............................................10
Section 4.12 Attorney's Fees......................................10
Section 4.13 Severability.........................................10
Section 4.14 Counterparts; Facsimile..............................11
Section 4.15 Further Assurances...................................11
Section 4.16 Remedies Cumulative..................................11
