RECONVERSION TECHNOLOGIES, INC.
VOTING AGREEMENT
Agreement made by and among Xxxxxx Xxxx, Xxxxxxx Xxxx and Xxxxxx Xxxxxxx,
all of whom have a business address at 0000 Xxxxxxxxx-Xxxxxxx Xxxx, Xxxxxxxx, XX
00000 (collectively, the "Purchasers"), Xxxxxxx Xxxxxx, Xxxxx Xxxxxxxx, Xxxxxx
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Road, Ltd., Xxxxxxx Xxxxxx, Corsica Marketing, Inc., Avenel Financial Group
(collectively, the "Shareholders" and Reconversion Technologies, Inc. a Delaware
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corporation (the "Corporation").
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R E C I T A L S :
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I. As a result of the merger of Logisoft Corporation with a
wholly-owned subsidiary of the Corporation on the date of this Agreement, the
Purchasers have acquired 7,500,000 Shares of the $0.001 par value common stock
of the Corporation ("Common Stock").
II. Each of the Purchasers and Shareholders now owns that number of the
issued and outstanding shares of Common Stock set forth on Exhibit A to this
Agreement.
III. In order to induce the Purchasers to cause the Corporation to
enter into a merger agreement with the Corporation and its wholly-owned
subsidiary, and shareholders agreed to vote certain of their shares of Common
Stock as directed by the Purchasers, to enter into this Agreement, and to grant
the Shareholders a proxy with respect to their shares of Common Stock, all as
set forth in this Agreement.
IV. The Corporation believes it to be in its best interest that the
merger described above been consummated, as a result, to enter into the
provisions of this agreement relating to the Corporation.
NOW, THEREFORE, the parties agree as follows:
1. Legend. During the term of this Agreement, there shall be placed
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upon every certificate representing the Shares the following legend:
This certificate and the shares represented hereby are subject to,
and transfer of such shares is restricted by, the provisions
of an agreement among the issuing corporation and certain of its
shareholders dated March 10, 2000, and any amendments thereto, a
copy of which agreement is on file at the principal office of the
corporation.
Such legend will be removed in the case of the sale or transfer of any or
all of the shares of a Shareholder or Purchaser, unless such sale or transfer
shall be to an Affiliate, as such term is defined in Section 5.
2. Voting of Shares. During the term of this Agreement, each of the
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Purchasers and Shareholders shall vote, or cause such Purchaser's or
Shareholder's proxies to vote, his Shares as follows:
2.1 Board of Directors. During the term of this Agreement,
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each of the Purchasers and Shareholders shall vote, or cause his proxies to
vote, his or its Shares so that the Corporation shall have a Board of Directors
consisting of four (4) members or such greater number as the Purchasers and
Shareholders shall unanimously agree.
2.2 Election of Directors. During the term of this Agreement,
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each of the Shareholders and Purchasers shall vote, or cause his or its proxies
to vote, his or its Shares in favor of the election as a director of two (2)
persons nominated by the Shareholders and two (2) persons nominated by the
Purchasers, respectively and, in furtherance of the foregoing, to vote, or cause
his or its proxies to vote, his or its Shares in favor of the exercise by either
the Shareholders or Purchasers of any right of removal or replacement of a
director nominated by the Shareholders or Purchasers, respectively. The persons
to be elected as directors shall be identified by the Purchasers and
Shareholders by oral nomination at, or written nomination submitted to the
President or Secretary of the Corporation prior to, any meeting of Purchasers
and Shareholders of the Company at which the election of directors takes place,
or otherwise in accordance with the bylaws of the Corporation pertaining to the
election of directors.
2.3 Other matters. During the term of this Agreement, when a
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matter is brought before the shareholders of the Corporation for a vote or for
their written consent which does not pertain to the election or removal of a
director, each Purchaser and Shareholder may vote his or its Shares as he or it
chooses.
2.4 Presence at Meetings. Each Shareholder shall be present in
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person, by proxy or by other authorized representative if permitted, at any
properly noticed meeting of the Corporation's Shareholders or Board of Directors
for the purpose of complying with his or its obligations under this Agreement.
3. Exercise by Purchasers. The manner in which any of the rights of
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the Purchasers under this Agreement, including the rights to elect, remove and
replace directors and the right to vote the shares of the Common Stock owned by
the Shareholders, are to be exercised shall be determined by the holders of a
majority of the aggregate number of shares of Common Stock owned by the
Shareholders.
4. Term. This Agreement shall terminate and shall be of no further
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force or effect from and after the date on which none of the Purchasers owns any
shares of the capital stock of the Corporation or, two (2) years from the date
of the merger, whichever is earlier.
5. Transfer. Nothing in this Agreement shall prohibit the transfer or
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sale of any or all of the shares of Common Stock held by any Shareholder (a
"Transferor"). However, if such transfer or sale is made to an Affiliate of the
Transferor, the Affiliate shall assume the obligations of the Transferor
hereunder. An Affiliate shall mean (a) any person that directly or indirectly
through one or more intermediaries controls or is controlled by or is under
common control with the Transferor; (b) any Person which is an officer,
director, partner or trustee of, or serves in a similar capacity with respect
to, the Transferor; (c) any Person which is directly or indirectly the owner of
more than ten percent (10%) pf any class of equity securities of the Transferor;
or (iv) the parents, siblings, children, stepchildren or spouse of the
Transferor, or any trust for the benefit of such Person or Persons. For
purposes of this Agreement, "Person" shall mean any individual, corporation,
business trust, estate, trust, partnership, limited partnership, association,
joint venture, limited liability company, governmental subdivision, agency or
instrumentality or any other legal or commercial entity.
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6. Notices. Any notice required or permitted to be given under this
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Agreement shall be in writing and shall be to have been duly given (i) upon hand
delivery, or (ii) on the third day following delivery to the U.S. Postal Service
as certified or registered mail, return receipt requested and postage prepaid,
or (iii) on the first day following delivery to a nationally recognized United
States overnight courier service, fee prepaid, return receipt or other
confirmation of delivery requested. Any such notice or communication shall be
delivered or directed to the other parties at their addresses first set forth
above or at such other address as may be designated by a party in a notice given
to the other parties in accordance with the provisions of this paragraph.
7. Specific Performance. The parties hereto declare that it is
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impossible to measure in money the damages which will accrue to a party hereto,
or to such party's successors, assigns or legal or personal representatives, by
reason of the failure to perform any of the obligations under this Agreement.
Therefore, if any party, his successors, assigns or legal or personal
representatives, shall institute any action or proceeding, to enforce the
provisions of this Agreement, any person or entity against whom such action or
proceeding is brought hereby waives the claim or defense that money damages are
an adequate remedy and that therefore the party instituting the action or
proceeding is not entitled to specific performance of the terms of this
Agreement.
8. Miscellaneous.
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8.1 This Agreement shall be binding upon and shall inure to the
benefit of the parties hereto and their personal representatives, heirs,
legatees, successors and assigns, to the extent permitted or provided hereunder.
8.2 No waiver of any of the provisions of this Agreement or any of
the rights or remedies of the parties hereto shall be valid except if same be in
writing and signed by the party charged therewith. A waiver of any one or more
of the provisions hereof shall be limited to the particular instance specified
in such writing, and shall not be deemed a continuing waiver of such provision
or of any subsequent breach.
8.3 This Agreement constitutes the entire agreement of the parties
and may not be modified except by a written agreement signed by each of the
parties hereto. This Agreement supersedes any and all prior arrangements or
agreements among the parties with respect to the subject matter hereof. All
remedies provided herein shall be deemed to be in addition to and not in
substitution for any other remedies provided by law.
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8.4 If any provision of this Agreement shall be held invalid or
unenforceable, such invalidity or unenforceability shall not affect any other
portion of this Agreement which shall be enforceable and carried out as if the
unenforceable or invalid provisions were not contained herein.
8.5 The headings of the paragraphs herein are inserted for
convenience only and do not constitute part of the Agreement.
8.6 This Agreement may be executed in several counterparts, each
of which shall be deemed an original and all of which shall be deemed to
constitute a single Agreement.
8.7 This Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware, without giving effect to its
conflicts of laws principles.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
March 20, 2000.
RECONVERSION TECHNOLOGIES, INC. SHAREHOLDERS:
By: /s/ Xxxx X. Xxxx /s/ Xxxxxxx Xxxxxx
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Xxxx X. Xxxx, President Xxxxxxx Xxxxxx
PURCHASERS: /s/ Xxxxxx Road, Ltd.
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Xxxxxx Road, Ltd.
/s/ Xxxxxx Xxxx /s/ Avenel Financial Group
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Xxxxxx Xxxx Avenel Financial Group
/s/ Xxxxxxx Xxxx /s/ Xxxxx Xxxxxxxx
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Xxxxxxx Xxxx Xxxxx Xxxxxxxx
/s/ Xxxxxx Xxxxxxx /s/ Xxxxxxx Xxxxxx
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Xxxxxx Xxxxxxx Xxxxxxx Xxxxxx
/s/ Corsica Marketing, Inc.
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Corsica Marketing, Inc.
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EXHIBIT A
Shareholders
Name of Shareholder Number of Shares
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Xxxxxxx Xxxxxx 2,100,000
Xxxxx Xxxxxxxx 500,000
Xxxxx Road, Inc. 700,000
Aurnel Financial Group 700,000
Corsica Marketing, Inc. 600,000
Xxxxxxx Xxxxxx 500,000
Xxxxxx Xxxx 2,925,000
Xxxxxxx Xxxx 1,875,000
Xxxxxx Xxxxxxx 600,000
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