VOTING AGREEMENT
THIS VOTING AGREEMENT is made this 20th day of April, 1999 by and
between Osicom Technologies, Inc., a New Jersey corporation ("Osicom") and
NETsilicon, Inc., a Massachusetts corporation ("NETsilicon").
WHEREAS, as of the date hereof, Osicom is the sole shareholder of
NETsilicon; and
WHEREAS, NETsilicon has filed a registration statement with the
Securities and Exchange Commission on Form S-1 for an initial public offering of
its common stock (the "Offering"); and
WHEREAS, upon completion of the Offering, Osicom will own approximately
76% of the common stock of NETsilicon; and
WHEREAS, Osicom has agreed to grant a proxy to the Board of Directors
of NETsilicon to vote certain of its common shares.
NOW, THEREFORE, in consideration of the mutual covenants and promises
contained herein and for other good and valuation consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:
For each shareholders' meeting held by NETsilicon, Osicom shall grant a
proxy for that number of shares equal to the difference between the number of
shares owned by Osicom and that number of shares which equals forty-nine percent
(49%) of the outstanding shares of NETsilicon common stock entitled to vote at
such meeting, to the Board of Directors of NETsilicon, which proxy shall
authorize and direct such Board of Directors to vote all such shares on all
matters properly presented for consideration at such meeting in the same
proportion as the shares voted by all shareholders other than Osicom.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date set forth above.
OSICOM TECHNOLOGIES, INC.
BY: /s/ Par Xxxxxx
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Par Xxxxxx, Chief Executive Officer
NETSILICON, INC.
BY: /s/ Xxxxxxxxx Xxxxxxxx
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Xxxxxxxxx Xxxxxxxx,
Chief Executive Officer
