AMENDMENT TO VOTING AND LOCKUP AGREEMENT
Exhibit
10.3
AMENDMENT
TO VOTING AND LOCKUP AGREEMENT
This
AMENDMENT
TO VOTING AND LOCKUP AGREEMENT
(this
“Amendment”),
dated
as of May 11, 2006, by and among STERLING FINANCIAL INVESTMENT GROUP, INC.,
a
Florida corporation (“Seller”),
STERLING FINANCIAL GROUP OF COMPANIES, INC., a Delaware corporation
(“Parent”),
XXXXXXX XXXXXX (“CG”),
vFINANCE
INVESTMENTS, INC.,
a
Florida corporation (“Buyer”),
vFINANCE,
INC.,
a
Delaware corporation (“VFIN”),
XXXXXXX XXXXXXX (“LS”)
and
XXXXXXX XXXXXXX (“TM”)
hereby
amends that certain Voting and Lockup Agreement by and among each of the
Parties
hereto.
RECITALS:
Seller,
Parent, CG, Buyer, VFIN, LS and TM (collectively, the “Parties”)
have
entered into a Voting and Lockup Agreement dated January 10, 2006 (the
“Lockup
Agreement”).
Each
of
Parties hereto desires to amend the Lockup Agreement in order to expedite
NASD
approval of the transaction described in that certain Asset Purchase Agreement,
as amended, by and among certain of the Parties to this Amendment.
NOW,
THEREFORE, in consideration of the premises and the mutual promises herein
made,
and in consideration of the representations, warranties, covenants and
agreements herein contained, the Parties agree as follows:
| 1. |
(a)
Clause (i) of subsection (a) of Section 2 is deleted in its entirety
and
replaced with the following:
|
“(i)
So
long as CG remains employed by VFIN or Buyer, LS and TM shall vote for (and,
if
applicable, vote to nominate) CG’s designee to serve as a director of VFIN
provided such designee is reasonably acceptable to the other directors of
VFIN
(including LS and TM),” and
(b)
Subsection (b) of Section 2 is deleted in its entirety.
| 2. |
All
other provisions of the Lockup Agreement shall remain in full force
and
effect. The Lockup Agreement is incorporated by reference herein,
as
modified by the changes herein. Each term which is capitalized but
not
defined herein shall have the meaning ascribed thereto in the Lockup
Agreement. The Lockup Agreement, as amended by this Amendment constitutes
the entire agreement of the Parties with respect to the subject matter
hereof. In the event of any inconsistency between the terms of this
Amendment and the Lockup Agreement, the terms of this Amendment shall
govern and prevail.
|
| 3. |
This
Amendment may be executed in any number of counterparts, each of
which
shall be deemed to be an original and all of which together shall
be
deemed to be one and the same instrument. The Parties to this Amendment
need not execute the same counterpart.
|
IN
WITNESS WHEREOF,
the
Parties have caused this Amendment to be duly executed as of the date first
above written.
| VFINANCE INVESTMENTS, INC. | ||
| By: | /s/ Xxxxxxx Xxxxxxx | |
|
Name: Xxxxxxx Xxxxxxx |
||
| Title: Chairman | ||
| VFINANCE, INC. | ||
| By: | /s/ Xxxxxxx Xxxxxxx | |
|
Name: Xxxxxxx Xxxxxxx |
||
| Title: CEO and President | ||
| STERLING FINANCIAL INVESTMENT GROUP, INC. | ||
| By: | /s/ Xxxxxxx X. Xxxxxx | |
|
Name: Xxxxxxx X. Xxxxxx |
||
| Title: CEO | ||
| STERLING FINANCIAL GROUP OF COMPANIES, INC. | ||
| By: | /s/ Xxxxxxx X. Xxxxxx | |
|
Name: Xxxxxxx X. Xxxxxx |
||
| Title: CEO | ||
| |
|
|
| By: | /s/ Xxxxxxx X. Xxxxxx | |
|
XXXXXXX X. XXXXXX |
||
| By: | /s/ Xxxxxxx Xxxxxxx | |
|
XXXXXXX XXXXXXX |
||
| By: | /s/ Xxxxxxx Xxxxxxx | |
|
XXXXXXX XXXXXXX |
||
