VOTING AGREEMENT
THIS VOTING AGREEMENT (this
“Voting Agreement”)
is made and entered into as of the _____ day of August, 2010, by and among XXX
XXXXXXXXXXX, a Maryland corporation (“Investor”), DOCUMENT
CAPTURE TECHNOLOGIES, INC., a Delaware corporation (“Company”), and those
stockholders of Company whose names are set forth on the signature pages hereto
(together with any transferees who become parties hereto pursuant to Section 6.1
below, the “Stockholders”).
WHEREAS, Company and Investor
are parties to that certain Share Purchase Agreement, of even date herewith (the
“Purchase Agreement”),
which provides for, among other things, the issuance and sale by Company to
Investor of 3,861,004 shares of Company’s common stock, par value $0.001 per
share (the “Shares”) for an
aggregate purchase price of $4,000,000; and
WHEREAS, under the Purchase
Agreement, Company has agreed to provide Investor with the right to designate
the election of one member of the board of directors of Company (the “Board”) in accordance
with the terms of this Voting Agreement.
NOW, THEREFORE, for and in
consideration of the mutual covenants, agreements and warranties herein
contained, the parties hereby agree as follows:
ARTICLE
1
For
purposes of this Voting Agreement, the following terms shall have the meanings
specified below:
“Affiliate” means, as
to any Person, (a) any subsidiary of such Person, and (b) any other
Person which, directly or indirectly, controls, is controlled by, or is under
common control with, such Person and includes, in the case of a Person other
than an individual, each officer, director, general partner or member of such
Person, and each Person who is the beneficial owner of five percent (5%) or more
of such Person’s outstanding stock having ordinary voting power of such
Person. For the purposes of this definition, “control” means the
possession of the power to direct or cause the direction of management and
policies of such Person, whether through the ownership of voting securities, by
contract or otherwise.
“Business Day” means
any day other than a weekend day or any other day on which commercial banks in
the State of New York are authorized or required to close.
“Common Stock” means
the common stock, par value $0.001 per share, of Company.
“Person” means any
individual, corporation, partnership, joint venture, association, limited
liability company, joint stock company, trust, or unincorporated association, or
any governmental authority, officer, department, commission, board, bureau or
instrumentality thereof.
“Shares” means, as to
any Stockholder that is a party to this Voting Agreement, any securities of
Company the holders of which are entitled to vote for members of the Board,
including without limitation, all shares of Common Stock and all shares of any
class or series of preferred stock, par value $0.001 per share, of Company, by
whatever name called, now owned or subsequently acquired by such Stockholder,
however acquired, whether through stock splits, stock dividends,
reclassifications, recapitalizations, similar events or
otherwise.
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ARTICLE
2
2.1 Size and
Composition of the Board. Each Stockholder
hereby agrees to vote, or cause to be voted, if and as requested by Investor,
all Shares owned by such Stockholder, or over which such Stockholder has voting
control, from time to time and at all times, in whatever manner as shall be
necessary to ensure that:
(a) the
size of the Board shall be set and remain at six (6) directors;
(b) at
each annual or special meeting of stockholders at which an election of directors
is held or pursuant to any written consent of the stockholders, one person
designated by Investor (the “Investor Designee”),
if so designated, is elected to the Board;
(c) any
Investor Designee serving on the Board is not removed from office unless
(i) such removal is directed or approved in advance by Investor, or
(ii) Investor is no longer so entitled to designate or approve such
director;
(d) any
vacancies created by the resignation, removal or death of an Investor Designee
serving on the Board shall be filled pursuant to the provisions of this Article 2;
and
(e) upon
the request of Investor to remove an Investor Designee serving on the Board,
such director shall be removed.
To the
extent that clause (b) above shall not be applicable for any reason, the member
of the Board who would otherwise have been designated by Investor in accordance
with the terms thereof shall instead be voted upon by all the stockholders of
Company entitled to vote thereon in accordance with, and pursuant to, Company’s
certificate of incorporation.
2.2 Failure
to Designate a Board Member. In the absence of
any designation from Investor, the director previously designated by Investor
and then-serving shall be reelected if still eligible to serve as provided
herein.
2.3 No
Revocation. The voting
agreements contained herein are coupled with an interest and may not be revoked
during the term of the Voting Agreement.
2.4 No
Liability for Election of Investor Designee. Neither Investor
nor any Affiliate of Investor shall have any liability as a result of
designating a Person for election as the Investor Designee, for any act or
omission by the Investor Designee in his or her capacity as a director of
Company.
2.5 Waiver of
Voting Provisions. During the term
of this Voting Agreement, Investor may waive, for any reason or for no reason,
any or all of its rights under this Article 2 for
such duration as it may determine in its sole discretion (it being understood
that at the end of the term of waiver specified by Investor, Investor shall
again be entitled to such rights as were previously waived
hereunder). If, as a result of any such waiver, Investor does not
have an Investor Designee serving on the Board, Investor shall be entitled, in
addition to such other rights as are set forth in this Voting Agreement which
have not been so waived by Investor, to the rights set forth under Section 4.4
hereof.
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ARTICLE
3
Each
Stockholder hereby represents and warrants, severally and not jointly, to
Investor as follows:
3.1 Organization;
Authorization; Validity of Agreement; Necessary Action. Stockholder has
full power and authority to execute and deliver this Voting Agreement, to
perform its obligations hereunder and to consummate the transactions
contemplated hereby. This Voting Agreement has been duly executed and
delivered by Stockholder and, assuming this Voting Agreement constitutes a valid
and binding obligation of the other parties hereto, constitutes a legal, valid
and binding obligation of Stockholder, enforceable against Stockholder in
accordance with its terms, subject to the effect, if any, of applicable
bankruptcy and other similar laws affecting the rights of creditors generally
and rules of law governing specific performance, injunctive relief and other
equitable remedies.
3.2 Ownership. Stockholder has
good and marketable title to Stockholder’s Shares, free and clear of any liens
or encumbrances, and Stockholder is not party to any agreement or commitment of
any character, whether written or oral, obligating Stockholder to sell, assign
or otherwise transfer any of Stockholder’s Shares. As of the date
hereof, Stockholder’s Shares constitute all of the shares of Common Stock
beneficially owned or owned of record by Stockholder. Except for the
rights granted to Investor hereby, Stockholder has sole voting power (including
the right to control such vote as contemplated herein) with respect to the
matters set forth in Section 2.1
hereof, sole power of disposition, sole power to issue instructions with respect
to the matters set forth in Section 2.1
hereof, and sole power to agree to all of the matters set forth in this Voting
Agreement, in each case, with respect to all of Stockholder’s
Shares.
3.3 No
Violation. The execution,
delivery and performance of this Voting Agreement by Stockholder does not and
will not (whether with or without notice or lapse of time, or both)
(a) violate, conflict with or result in the breach of any of the terms or
conditions of, result in any (or the right to make any) modification of or the
cancellation or loss of a benefit under, require any notice, consent or action
under, or otherwise give any Person the right to terminate, accelerate
obligations under or receive payment or additional rights under, or constitute a
default under, any contract or agreement to which Stockholder is a party or by
which it is bound or (b) violate any law applicable to Stockholder or by
which any of Stockholder’s assets or properties is bound, except for any of the
foregoing as would not, either individually or in the aggregate, impair the
ability of Stockholder to perform its obligations hereunder or to consummate the
transactions contemplated hereby on a timely basis.
ARTICLE
4
4.1 Covenants of
Company.
(a) Company
agrees to use its best efforts, within the requirements of applicable law, to
ensure that the rights granted under this Voting Agreement are effective and
that the parties enjoy the benefits of this Voting Agreement. Company
shall not, by any voluntary action or omission, avoid or seek to avoid the
observance or performance of any of the terms it is to perform hereunder, but
shall at all times in good faith assist in the carrying out of all the
provisions of this Voting Agreement and in the taking of all such actions as may
be necessary or appropriate in order to protect Investor’s rights hereunder
against impairment.
-3-
(b) Without
limiting the generality of the foregoing Section 4.1(a),
Company agrees that it shall: (i) subject to applicable law,
nominate the Investor Designee to serve on the Board at each annual or special
meeting of stockholders at which an election of directors is held, or pursuant
to any written consent of the stockholders, during the term of this Voting
Agreement; (ii) use its best efforts to have the Investor Designee elected
as a director of Company by the stockholders of Company; (iii) solicit
proxies for the Investor Designee to the same extent as it does for any of its
other nominees to the Board; (iv) cause each Person who becomes an
executive officer or member of the Board following the date hereof (other than
the Investor Designee), to agree in writing to be subject to each of the terms
of this Voting Agreement, and each such executive officer and director shall be
deemed to be a Stockholder hereunder; (v) notify the Investor Designee or
the Observer, as the case may be, of all regular meetings and special meetings
of the Board and of all regular and special meetings of any committee thereof
concurrently with and in the same manner as notice is provided to other members
of the Board; and (vi) provide the Investor Designee or the Observer, as
the case may be, with copies of all notices, minutes, consents and other
material that it provides to all other members of the Board concurrently as such
materials are provided to the other members.
4.2 Irrevocable
Proxy. Each Stockholder
hereby revokes, or has previously revoked, all prior proxies, voting agreements
or powers-of-attorney given or entered into with respect to any of its Shares,
and hereby constitutes and appoints Company’s Chief Executive Officer (or his
successor) with full power of substitution, as the proxy of such party with
respect to the election of the Investor Designee to the Board in accordance with
Article 2
hereof, and hereby authorizes Company’s Chief Executive Officer (or his
successor) to represent and to vote, if and only if the party (a) fails to
vote or (b) attempts to vote (whether by proxy, in person or by written
consent), in a manner which is inconsistent with the terms of this Voting
Agreement, all of such party’s Shares in favor of the election of Investor
Designee as a member of the Board determined pursuant to and in accordance with
the terms and provisions of this Voting Agreement. The proxy granted
pursuant to the immediately preceding sentence is given in consideration of the
agreements and covenants of Company and the parties in connection with the
transactions contemplated by this Voting Agreement and, as such, is coupled with
an interest and shall be irrevocable unless and until this Voting Agreement
terminates or expires pursuant to Article 5
hereof. Each Stockholder shall not hereafter, unless and until this
Voting Agreement terminates or expires pursuant to Section 5
hereof, purport to grant any other proxy or power of attorney with respect to
any of such holder’s Shares, deposit any of such holder’s Shares into a voting
trust or enter into any agreement (other than this Voting Agreement),
arrangement or understanding with any Person, directly or indirectly, to vote,
grant any proxy or give instructions with respect to the voting of any of such
holder’s Shares, in each case, with respect to any of the matters set forth
herein. Company’s Chief Executive Officer shall use his or her best
efforts, within the requirements of applicable law, to vote such Shares for
which he is the proxy pursuant to this Section 4.2 in
accordance with the provisions of Section 2.1 and
the other provisions hereof, and to otherwise ensure that the rights granted to
Investor under this Voting Agreement are effective and that Investor enjoys the
benefits of this Voting Agreement.
4.3 Specific
Enforcement. Each Stockholder
acknowledges and agrees that Investor will be irreparably damaged in the event
any of the provisions of this Voting Agreement are not performed by such
Stockholder in accordance with their specific terms or are otherwise
breached. Accordingly, it is agreed that each of Company and Investor
shall be entitled to an injunction to prevent breaches of this Voting Agreement,
and to specific enforcement of this Voting Agreement and its terms and
provisions in any action instituted in any court of the United States or any
state having subject matter jurisdiction.
-4-
4.4 Board
Observer Rights. Company hereby
agrees that, from and after the date hereof, for so long as Investor does not
have an Investor Designee serving on the Board (including, without limitation,
by reason of a waiver by Investor of its rights under Section 2.5
hereof), Company shall allow a Person designated by Investor (the “Observer”) to attend
all meetings of the Board (including any meetings of committees thereof) in a
nonvoting observer capacity. The Observer shall be provided with
(a) reasonable opportunity to consult with and discuss the business and
affairs of Company with Company’s senior managers, directors, officers and
senior employees, visit and inspect any of the offices or other properties of
Company or any of its subsidiaries and inspect the books of account of Company
or any of its subsidiaries, in each case upon reasonable advance notice during
normal business hours and (b) reasonable opportunity to make
recommendations with respect to the business and affairs of Company, recognizing
that the ultimate discretion with respect to all such matters shall be retained
by Company.
4.5 Remedies
Cumulative. All remedies,
either under this Voting Agreement or by law or otherwise afforded to any party,
shall be cumulative and not alternative.
ARTICLE
5
5.1 Term. This Agreement
shall be effective as of the date hereof and shall continue in effect until and
shall terminate upon the earliest to occur of: (a) the
consummation of a Change in Control (as defined herein) of Company;
(b) such time as Investor no longer holds (on an as-converted,
fully-diluted basis, and as adjusted for any stock splits, stock dividends,
recapitalizations or the like), at least 1% of the outstanding shares of Common
Stock; or (c) termination of this Agreement in accordance with Section 6.6
below.
5.2 Change in
Control. For purposes of
this Article 5, the
term “Change in Control”
shall mean: (a) the acquisition (other than from Company) by any
Person of beneficial ownership of 50% or more of the combined voting power of
Company’s then-outstanding securities; (b) a merger or consolidation
involving Company if the stockholders of Company, immediately before such merger
or consolidation do not, as a result of such merger or consolidation, own,
directly or indirectly, more than 50% of the combined voting power of the
then-outstanding voting securities of the corporation resulting from such merger
or consolidation in substantially the same proportion as their ownership of the
combined voting power of the voting securities of Company outstanding
immediately before such merger or consolidation; or (c) a complete
liquidation or dissolution of Company or the sale or other disposition of all or
substantially all of the assets of Company.
ARTICLE
6
6.1 Transfers. Each transferee
or assignee of any Shares that are subject to this Voting Agreement shall
continue to be subject to the terms hereof, and, as a condition precedent to
Company’s recognizing such transfer, each transferee or assignee shall agree in
writing to be subject to each of the terms of this Voting Agreement in respect
of such Shares, and shall, following such agreement, be deemed to be a party
hereto as if such transferee were the transferor and such transferee’s signature
appeared on the signature pages of this Voting Agreement and shall be deemed to
be a Stockholder; provided, however, that the
foregoing shall not apply in respect of any Shares acquired by a transferee by
means of ordinary transactions made in the over-the-counter market, or, if
Company’s Common Stock is then listed or traded on the New York Stock Exchange,
NYSE AMEX or Nasdaq Stock Market, on such exchange or trading
market. Company shall not permit, and shall cause its transfer agent
not to permit, the transfer of any Shares subject to this Voting Agreement on
its books or issue a new certificate representing any such Shares unless and
until such transferee shall have complied with the terms of this Section 6.1. Each
certificate representing Shares subject to this Voting Agreement if issued on or
after the date of this Agreement shall be endorsed by Company with the legend
set forth in Section 6.10,
and Company shall take such action as is necessary to cause its transfer agent
to note on Company’s stock register in respect of each Stockholder’s Shares, and
in respect of any uncertificated Shares subject to this Voting Agreement, the
legend set forth in Section 6.10.
-5-
6.2 Successors
and Assigns. The terms and
conditions of this Voting Agreement shall inure to the benefit of and be binding
upon the respective successors and assigns of the parties. Nothing in
this Voting Agreement, express or implied, is intended to confer upon any party
other than the parties hereto or their respective successors and assigns any
rights, remedies, obligations, or liabilities under or by reason of this Voting
Agreement, except as expressly provided in this Voting Agreement.
6.3 Governing
Law. All questions
concerning the construction, validity, enforcement and interpretation of this
Voting Agreement shall be governed by and construed and enforced in accordance
with the internal laws of the State of New York, without regard to the
principles of conflicts of law thereof.
6.4 Execution. This Voting
Agreement may be executed in two or more counterparts, all of which when taken
together shall be considered one and the same agreement and shall become
effective when counterparts have been signed by each party and delivered to the
other party, it being understood that all parties need not sign the same
counterpart. In the event that any signature is delivered by
facsimile transmission, such signature shall create a valid and binding
obligation of the party executing (or on whose behalf such signature is
executed) the same with the same force and effect as if such facsimile signature
page were an original thereof.
6.5 Notices. Any and all
notices or other communications or deliveries required or permitted to be
provided hereunder shall be in writing and shall be deemed given and effective
on the earliest of (a) the date of transmission, if such notice or
communication is delivered via facsimile at the facsimile telephone number
specified in this Section at or prior to 5:00 p.m. (Eastern Time) on a Business
Day, (b) the Business Day after the date of transmission, if such notice or
communication is delivered via facsimile at the facsimile telephone number
specified in this Agreement later than 5:00 p.m. (Eastern Time) on any date and
earlier than 11:59 p.m. (Eastern Time) on such date, (c) the Business Day
following the date of mailing, if sent by nationally recognized overnight
courier service, or (d) upon actual receipt by the party to whom such
notice is required to be given. A party’s address for such notices
and communications shall be as set forth below such party’s signature on the
signature pages hereto, or to such facsimile number or address as subsequently
modified by written notice given in accordance with this Section 6.5.
6.6 Amendment;
Waiver; Termination. Except as
specifically set forth herein (including, without limitation, in Section 2.5
hereof), this Voting Agreement may be amended or terminated and the observance
of any term hereof may be waived (either generally or in a particular instance
and either retroactively or prospectively) only by a written instrument executed
by Investor, Company, and the Stockholders holding greater than 50% of the
Shares then held by the Stockholders. Company shall give prompt
written notice of any amendment, termination or waiver hereunder to any
Stockholder that did not consent in writing thereto. Any amendment,
termination or waiver effected in accordance with this Section 6.6
shall be binding on each party and all of such party’s successors and permitted
assigns, whether or not any such party, successor or assignee entered into or
approved such amendment, termination or waiver.
-6-
6.7 Delays or
Omissions. No delay or
omission to exercise any right, power or remedy accruing to any party under this
Agreement, upon any breach or default of any other party under this Voting
Agreement, shall impair any such right, power or remedy of such non-breaching or
non-defaulting party nor shall it be construed to be a waiver of any such breach
or default, or an acquiescence therein, or of or in any similar breach or
default thereafter occurring; nor shall any waiver of any single breach or
default be deemed a waiver of any other breach or default previously or
thereafter occurring. Any waiver, permit, consent or approval of any
kind or character on the part of any party of any breach or default under this
Voting Agreement, or any waiver on the part of any party of any provisions or
conditions of this Agreement, must be in writing and shall be effective only to
the extent specifically set forth in such writing. All remedies,
either under this Voting Agreement or by law or otherwise afforded to any party,
shall be cumulative and not alternative.
6.8 Severability. Any provision of
this Voting Agreement which is prohibited or unenforceable in any jurisdiction
shall, as to such jurisdiction, be ineffective to the extent of such prohibition
or unenforceability without invalidating the remaining provisions of this Voting
Agreement, and any such prohibition or unenforceability in any jurisdiction will
not invalidate or render unenforceable such provision in any other
jurisdiction. To the extent permitted by aw, each party hereto hereby
waives any provision of law that renders any such provision prohibited or
unenforceable in any respect.
6.9 Entire
Agreement. This Voting
Agreement and the other Transaction Documents (as defined in the Purchase
Agreement), together with the Exhibits and Schedules thereto contain the entire
understanding of the parties with respect to the subject matter hereof and
supersede all prior agreements and understandings, oral or written, with respect
to such matters, which the parties acknowledge have been merged into such
documents, exhibits and schedules.
(a) Each
certificate representing any Shares issued after the date hereof shall be
endorsed by Company with a legend reading substantially as follows:
“THE
SHARES EVIDENCED HEREBY ARE SUBJECT TO A VOTING AGREEMENT, AS MAY BE AMENDED
FROM TIME TO TIME, (A COPY OF WHICH MAY BE OBTAINED UPON WRITTEN REQUEST FROM
THE COMPANY), AND BY ACCEPTING ANY INTEREST IN SUCH SHARES THE PERSON ACCEPTING
SUCH INTEREST SHALL BE DEEMED TO AGREE TO AND SHALL BECOME BOUND BY ALL THE
PROVISIONS OF THAT VOTING AGREEMENT, INCLUDING CERTAIN RESTRICTIONS ON TRANSFER
AND OWNERSHIP SET FORTH THEREIN.”
(b) Company,
by its execution of this Voting Agreement, agrees that it shall (i) cause
the certificates evidencing the Shares issued after the date hereof to bear the
legend required by this Section 6.10,
and it shall supply, free of charge, a copy of this Voting Agreement to any
holder of a certificate evidencing Shares upon written request from such holder
to Company at its principal office, and (ii) take such action as is
necessary to cause its transfer agent to note on Company’s stock register in
respect of each Stockholder’s Shares, and in respect of any uncertificated
Shares subject to this Voting Agreement, the legend set forth in clause (a)
above. The parties to this Voting Agreement do hereby agree that the
failure to cause the certificates evidencing the Shares to bear the legend
required by this Section 6.10
herein and/or the failure of Company to supply, free of charge, a copy of this
Voting Agreement as provided hereunder shall not affect the validity or
enforcement of this Voting Agreement.
6.11 Stock
Splits, Stock Dividends, etc. In the event of
any issuance of shares of Company’s voting securities hereafter to any of the
Stockholders (including, without limitation, in connection with any stock split,
stock dividend, recapitalization, reorganization, or the like), such Shares
shall become subject to this Voting Agreement and shall be endorsed with the
legend set forth in Section 6.10.
-7-
6.12 Manner of
Voting. The voting of
Shares pursuant to this Voting Agreement may be effected in person, by proxy, by
written consent or in any other manner permitted by applicable law.
6.13 Further
Assurances. At any time or
from time to time after the date hereof, the parties agree to cooperate with
each other, and at the request of any other party, to execute and deliver any
further instruments or documents and to take all such further action as the
other party may reasonably request in order to evidence or effectuate the
consummation of the transactions contemplated hereby and to otherwise carry out
the intent of the parties hereunder.
6.14 Costs of
Enforcement. If any party to
this Voting Agreement seeks to enforce its rights under this Voting Agreement by
legal proceedings, the non-prevailing party shall pay all costs and expenses
incurred by the prevailing party, including, without limitation, all reasonable
attorneys’ fees.
6.15 Competition
and Corporate Opportunities. Except as
otherwise specifically set forth in any other Transaction Document (as defined
in the Purchase Agreement), Investor will have the right to, and will have no
duty not to: (a) engage in the same or similar business
activities or lines of business as Company; (b) compete against Company;
and (c) do business with any potential or actual competitor, customer or
supplier of Company. Investor will not be liable to Company or its
stockholders, regardless of the impact any activities may have on Company, for
breach of any fiduciary duty as a stockholder of Company by reason of any
activities of Investor, and Company will have no interest or expectancy that
Investor will not engage in any of the foregoing activities, any interest or
expectancy being hereby renounced by Company. With respect to any
potential transaction or matter that may be a corporate opportunity or otherwise
of interest to Investor or Company, Investor will not have a duty to communicate
or present the corporate opportunity to Company, Company will have no interest
or expectancy in any such transaction or matter, and Investor may take action
with respect to such transaction or matter in its discretion.
6.16 Agreements
and Transactions with Investor. No contract,
agreement, arrangement or transaction (or any amendment, modification or
termination thereof) between Company and Investor shall be void or voidable or
be considered to be unfair to Company solely for the reason that Investor is a
party thereto, or because any representatives of Investor are present at or
participate in any meeting of the Board or any committee thereof which
authorizes the contract, agreement, arrangement, or transaction (or the
amendment, modification or termination thereof).
6.17 “Market
Stand-Off” Agreement. Each Stockholder
hereby agrees that it shall, at the request of Investor in connection with any
registration of shares of capital stock of Company effected pursuant to Section
2.1(a) or Section 2.1(b) of that certain Investor Rights Agreement, of even date
herewith, between Investor and Company, enter into a “market stand-off” or
“lock-up” agreement, on customary terms, whereby such Stockholder agrees that he
or she will not, without the prior written consent of Investor, during the
period commencing on the date of the final prospectus relating to such
registration and ending on the date specified by Investor (such period not to
exceed 180 days): (a) lend; offer; pledge; sell; contract to
sell; sell any option or contract to purchase; purchase any option or contract
to sell; grant any option, right, or warrant to purchase; or otherwise transfer
or dispose of, directly or indirectly, any shares of Common Stock or any
securities convertible into or exercisable or exchangeable (directly or
indirectly) for Common Stock (whether such shares or any such securities are
then owned by Stockholder or are thereafter acquired); or (b) enter into
any swap or other arrangement that transfers to another, in whole or in part,
any of the economic consequences of ownership of such securities, whether any
such transaction described in clause (a) or (b) above is to be settled by
delivery of Common Stock or other securities, in cash, or
otherwise. Each Stockholder further agrees to execute such agreements
as may be reasonably requested by the underwriters, if any, in connection with
such registration that are consistent with this Section 6.17 or
that are necessary to give further effect thereto.
-8-
IN WITNESS WHEREOF, the
parties have executed and delivered this Voting Agreement as of the day and year
first above written.
INVESTOR:
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XXX
Xxxxxxxxxxx
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By:
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Name:
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Title:
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0000
Xxxxxxxxx Xxxxxxxxx
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Xxxxxx,
Xxxxxxx 00000
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Attn: General
Counsel
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Facsimile: (000)
000-0000
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COMPANY:
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By:
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Name:
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Title:
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0000
Xxxxxxxxxx Xxxxx
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Xxxxx
000
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Xxx
Xxxx, Xxxxxxxxxx 00000
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Attn: Chief
Executive Officer
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Facsimile: (000)
000-0000
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[signatures
continued on following page]
[Signature
Pages to Voting Agreement]
STOCKHOLDERS:
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Xxxxxxx
Xxxxx
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______________________________
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______________________________
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Facsimile: ____________________
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Syscan
Imaging Limited
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By:
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Name:
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Title:
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______________________________
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______________________________
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Facsimile: ____________________
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Xxxxxx
X. Xxxxx
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______________________________
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______________________________
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Facsimile: ____________________
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Xxxxxxx
Xxxxxxx
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______________________________
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______________________________
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Facsimile: ____________________
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Xxxxx
Xxxxx
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______________________________
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______________________________
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Facsimile: ____________________
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[Signature
Pages to Voting Agreement]
M.
Xxxxxxx Xxxxx
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[Signature
Pages to Voting Agreement]