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EXHIBIT 2
VOTING AGREEMENT
VOTING AGREEMENT, dated as of August 8, 1995, among Xxxxxxx
Xxxxxx ("MM"), Xxxxxx Xxxxxx ("GM") and Xxxxxxx Xxxxxx ("PM").
WITNESSETH:
WHEREAS, MM was the holder of (i) 100 shares of voting common
stock and 1,800 shares of nonvoting common stock of Maryland Day Care Centers,
Inc., a Maryland corporation whose name has been changed to Kiddie Academy
Child Care Learning Centers, Inc. (MDC"), and (ii) 100 shares of voting common
stock and 1,800 shares of non-voting common stock of Kid's Craft, Inc., a
Maryland corporation ("KCI"); and
WHEREAS, GM was the holder of (i) 100 shares of voting common
stock of MDC, and (ii) 100 shares of voting common stock of KCI; and
WHEREAS, PM was the holder of (i) 100 shares of voting common
stock of MDC, and (ii) 100 shares of voting common stock of KCI; and
WHEREAS, on the date hereof, MM exchanged his shares of voting
and nonvoting stock of each of MDC and KCI for 995,238 shares of common stock,
par value $.01 per share (the "KAI Common Stock"), of Kiddie Academy
International, Inc., a Delaware corporation ("KAI"); and
WHEREAS, on the date hereof, each of GM and PM exchanged his
or her shares of voting stock of MDC and KCI for 52,381 shares of KAI common
stock (such shares, together with 52,381 shares of KAI Common Stock owned by MM
(the "MM Primary Shares") being hereinafter referred to collectively as the
"Primary Shares"); and
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WHEREAS, MM, GM and PM wish to preserve the respective voting
power each of them held prior to the exchange of MDC and KCI shares for KAI
shares.
NOW, THEREFORE, the parties hereto do hereby agree as follows:
1. Voting Agreement. With regard to all matters on
which stockholders of KAI are permitted or entitled to vote pursuant to the
Delaware General Corporation Law (the "DGCL"), the Certificate of Incorporation
of KAI, the By-laws of KAI or otherwise, MM shall vote the shares of KAI Common
Stock received by him on the date hereof other than the MM Primary Shares (the
"Secondary Shares") in the manner in which the Primary Shares are voted in the
same proportion in which such shares are voted. By way of example, and not by
way of limitation, if two-thirds of the Primary Shares are voted in favor of a
matter put to a vote of stockholders and one-third of such shares are voted
against such matter, MM shall vote two-thirds of the Secondary Shares in favor
of such matter, and one-third of such shares against such matter.
2. Sale of Shares. Primary Shares or Secondary Shares
sold by GM, PM or MM shall no longer be deemed to be Primary Shares or
Secondary Shares; and any new shares of KAI Common Stock acquired by GM, PM or
MM shall not be deemed to be Primary Shares or Secondary Shares. If MM sells
any shares of KAI Common Stock, he will be deemed to have sold first any shares
of KAI Common Stock owned by him which are neither Primary Shares nor Secondary
Shares, then, Primary Shares, and lastly, Secondary Shares.
3. Certificates. Each certificate representing the
Secondary Shares shall contain the following legend:
"THE SECURITIES REPRESENTED BY THIS
CERTIFICATE ARE SUBJECT TO CERTAIN
RESTRICTIONS ON VOTING, AS PROVIDED
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IN A VOTING AGREEMENT, DATED AS OF
JULY 31, 1995, AMONG XXXXXXX XXXXXX,
XXXXXX XXXXXX AND XXXXXXX XXXXXX, A
COPY OF WHICH IS ON FILE AT THE
CORPORATE HEADQUARTERS OF THE
COMPANY IN BEL AIR, MARYLAND.
4. Term. The term of this Agreement shall commence on
the date hereof and shall terminate on the first to occur of the following:
(i) the sale of all of the Primary Shares; or
(ii) the mutual consent of MM, GM and PM.
5. Dividends, etc. Notwithstanding anything to the
contrary contained herein, nothing herein shall affect the right of MM to
receive dividends or any other distributions to which a stockholder is entitled
or any other rights of a stockholder under the DGCL, the Certificate of
Incorporation of the Company, or the By-laws of the Company.
6. Termination of Stockholders Agreements. The
following stockholder agreements among the parties hereto shall be terminated
upon execution hereof: (i) Agreement Among Stockholders dated as of December
16, 1992 between KCI, PM and MM, as amended as of July 1, 1994 by KCI, PM, MM
and GM; and (ii) Agreement Among Stockholders dated as of December 16, 1992
between MDC, PM and MM, as amended as of July 1, 1994 by MDC, PM, MM and GM.
7. Miscellaneous.
(a) This Agreement constitutes the entire
agreement among the parties with respect to the subject matter hereof and
supersedes all prior oral or written agreements, commitments or understandings
with respect to the matters provided for herein. This Agreement
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shall not be amended, altered or modified except by an instrument in writing
duly executed by each of the parties hereto.
(b) This Agreement shall be binding upon and
shall inure to the benefit of the parties and their respective successors and
permitted assigns. This Agreement shall not be assignable by any party, except
with the consent of the other parties thereto.
(c) This Agreement shall be governed by and
construed in accordance with the laws of the State of Delaware.
IN WITNESS WHEREOF, the parties hereto have duly
executed this Agreement on the day and year first above written.
/s/ Xxxxxxx Xxxxxx
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Xxxxxxx Xxxxxx
/s/ Xxxxxx Xxxxxx
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Xxxxxx Xxxxxx
/s/ Xxxxxxx Xxxxxx
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Xxxxxxx Xxxxxx
FOR PURPOSES OF SECTION 6:
Kiddie Academy Child Care Learning Centers, Inc.
(formerly known as Maryland Day Care Centers,
Inc.)
By: /s/ Xxxxxx Xxxxxx
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Xxxxxx Xxxxxx, President
Kid's Craft, Inc.
By: /s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx, President
