VOTING AGREEMENT
----------------
VOTING AGREEMENT (this "Agreement"), dated this 31st day of August, 1999,
---------
among POINTE COMMUNICATIONS CORPORATION, a Nevada corporation having its
principal place of business at 0000 Xxxxxxxxxxx Xxxxxxx, Xxxxx 000, Xxxxxxx,
Xxxxxxx (the "Company"), and the other parties signatory hereto (each being
referred to herein as a "Stockholder" and collectively as the "Stockholders").
W I T N E S S E T H:
-------------------
WHEREAS, pursuant to that certain Securities Purchase Agreement (the
"Purchase Agreement") dated _________ __, 1999 between the Company, TSG Capital
Fund III, L.P. ("TSG"), Opportunity Capital Fund II, L.P. and Opportunity
---
Capital Fund III, L.P., TSG is making a loan to the Company in exchange for the
issuance by the Company of a convertible promissory note, which shall be
convertible into shares of the Company's Class B Convertible Senior Preferred
Stock (the "Class B Preferred Stock") par value $0.01 per share, and warrants to
-----------------------
purchase shares of the Company's common stock, par value $0.00001 per share (the
"Common Stock"); and
--------------
WHEREAS, as a condition to enter into the Purchase Agreement, TSG has
required that each of the Stockholders agree, and each Stockholder has agreed to
vote in favor of increasing the authorized Common Stock of the Company and to
vote in favor of the election of the director designated by TSG to the Board of
Directors of the Company; and
WHEREAS, in consideration of this Agreement, TSG has entered into the
Purchase Agreement.
NOW, THEREFORE, in consideration of the premises and the mutual covenants
hereinafter set forth, the parties hereto agree as follows:
AGREEMENT
1. Agreement to Increase Authorized Common Stock. Each Stockholder hereby
----------------------------------------------
agrees to vote to increase the authorized capital stock of the Company from
100,000,000 shares of Common Stock to 200,000,000 shares of Common Stock, or
such other amount as deemed appropriate or necessary by the Board of Directors
of the Company, in order to reserve the amount of Common Stock required to
convert each of the shares of Class B Preferred Stock into shares of Common
Stock in accordance with the terms of the Class B Preferred Stock as set forth
in the Certificate of Incorporation of the Company.
2. Agreement to Vote in Favor of TSG Director. Each Stockholder hereby
----------------------------------------------
agrees to vote in favor of the election of the director designated by TSG to the
Board of Directors of the Company at the Shareholder Meeting (as such term is
defined in the Purchase Agreement).
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
signed on the date and year first above written.
TSG CAPITAL FUND III, L.P.
By: TSG Associates III, L.L.C., its General Partner
By: /s/ Xxxxxx Xxxxxxxx
-----------------------
Name: Xxxxx Xxxxxxxx
Title: Partner
STOCKHOLDERS
By: /s/ Xxxxxxx X. Xxxxxxx
-----------------------
Name: Star Insurance Co.
By: Xxxxxxx X. Xxxxxxx
Shares: 6,489,798
By: /s/ Xxxxxxxx X. Xxxxxxx
-----------------------
Name: Xxxxxxx X. Xxxxxxx
Shares: 2,756,423
By: /s/ Xxxxxx X. Xxxxxxx
---------------------------
Name: Xxxxxxx Capital Partners LP
By: Xxxxxx X. Xxxxxxx
Shares: 3,000,000
By: /s/ Xxxxx X. Xxx
----------------------
Name: Sandler Capital Partners IV, L.P.
By: Xxxxx X. Xxx
Shares: 7,713,164
By: /s/ Xxxxx X. Xxxxx
------------------------
Name: Oger Pensat Holdings, LTD
By: Xxxxx X. Xxxxx
Shares: 10,872,799
By: /s/ Xxxxxxx X. X'Xxxxxx
-----------------------------
Name: Xxxxxxx X. X'Xxxxxx
Shares: 416,573
