VOTING AGREEMENT
EXHIBIT
10.2
This
Voting Agreement (“Agreement”)
is
entered into as of March 13, 2007, by and between Ad.Venture
Partners, Inc.,
a
Delaware corporation (“Parent”),
and
____________________1 (“Shareholder”).
Recitals
A. Shareholder
is the “beneficial owner” (within the meaning of Rule 13d-3 under the Securities
Exchange Act of 1934) of certain shares in the capital of 180
Connect Inc.,
a
corporation organized under the laws of Canada (the “Company”).
B. Parent,
6732097
Canada Inc.,
a
corporation organized under the laws of Canada and a wholly-owned subsidiary
of
Parent (“Purchaser”),
and
the Company are entering into an Arrangement Agreement of even date herewith
(the “Arrangement
Agreement”)
which
provides that Purchaser and Parent shall acquire all of the issued and
outstanding Common Shares of the Company and assume the obligation to issue
common stock upon exercise of the Company Options and Company Warrants and
conversion of the Convertible Debentures, in each case in accordance with the
Arrangement Agreement (collectively, the “Arrangement”).
Terms
not otherwise defined herein shall have the meanings ascribed to them in the
Arrangement Agreement.
C. In
order
to induce Parent to enter into the Arrangement Agreement, Shareholder is
entering into this Agreement.
Agreement
NOW
THEREFORE,
in
consideration of the mutual covenants and agreements set forth herein, the
payment of the sum of One Dollar ($1.00) by Parent to Shareholder and other
good
and valuable consideration (the receipt and sufficiency of which is hereby
acknowledged), the parties hereto covenant and agree as follows:
Section
1. Certain
Definitions
For
purposes of this Agreement:
(a) Shareholder
shall be deemed to “Own”
or
to
have acquired “Ownership”
of
a
security if Shareholder: (i) is the record owner of such security or (ii) is
the
“beneficial owner” (within the meaning of Rule 13d-3 under the Securities
Exchange Act of 1934) of such security.
(b) “Subject
Securities”
shall
mean: (i) all securities of the Company (including all Common Shares and all
options, warrants and other rights to acquire Common Shares) Owned by
Shareholder as of the date of this Agreement and (ii) all additional securities
of the Company (including all additional Common Shares and all additional
options, warrants and other rights to acquire Common Shares) of which
Shareholder acquires Ownership during the period from the date of this Agreement
through the Voting Covenant Expiration Date.
1
This Voting Agreement was entered into between Ad.Venture and each of
Messrs. Giacalone, Hallmen, McCarthy, Osing, Xxxxxx and Xxxxxxxxx.
1
(c) A
Person
shall be deemed to have effected a “Transfer”
of
a
security if such Person directly or indirectly: (i) sells, pledges, gifts,
assigns, encumbers, grants an option with respect to, transfers or disposes
of
such security or any interest in such security to any Person other than Parent;
(ii) enters into an agreement or commitment contemplating the possible sale
of,
pledge of, assignment of, encumbrance of, grant of an option with respect to,
transfer of or disposition of such security or any interest therein to any
Person other than Parent or (iii) reduces such Person’s beneficial ownership of,
interest in or risk relating to such security; provided however no Transfer
shall be deemed to have been effected in connection with the exercise or
conversion of any options, warrants or other rights to acquire Common Shares
to
the extent that the Common Shares so acquired continue to be Owned by such
Person.
(d) “Voting
Covenant Expiration Date”
shall
mean the earliest of (i) the date upon which the Arrangement Agreement is
terminated in accordance with its terms, (ii) the Effective Time, (iii) upon
written notice of termination provided by Parent to Shareholder, (iv) if the
Proxy Statement shall not have been mailed to Parent Stockholders by August
6,
2007; or (v) August 31, 2007.
Section
2. Transfer
of Subject Securities and Voting Rights
2.1 Restriction
on Transfer of Subject Securities. Subject
to Section 2.3, during the period from the date of this Agreement through the
Voting Covenant Expiration Date, Shareholder shall not, directly or indirectly,
cause or permit any Transfer of any of the Subject Securities to be
effected.
2.2 Restriction
on Transfer of Voting Rights.
Subject
to Section 4.1, during the period from the date of this Agreement through the
Voting Covenant Expiration Date, Shareholder shall ensure that: (a) none of
the
Subject Securities is deposited into a voting trust and (b) no proxy or power
of
attorney is granted, and no voting agreement or similar agreement is entered
into, with respect to any of the Subject Securities.
2.3 Permitted
Transfers. Section
2.1 shall not prohibit a transfer of the Subject Securities by Shareholder
(i)
to any member of Shareholder’s immediate family, or to a trust for the benefit
of Shareholder or any member of Shareholder’s immediate family, (ii) upon the
death of Shareholder or (iii) if Shareholder is a partnership, limited liability
company or other body corporate, to one or more partners or members of
Shareholder or to an affiliated corporation under common control with
Shareholder; provided,
however,
that a
transfer referred to in this sentence shall be permitted only if, as a
precondition to such transfer, the transferee agrees in writing, reasonably
satisfactory in form and substance to Parent, to be bound by the terms of this
Agreement.
Section
3. Term
This
Agreement shall endure for the period (the “Term”)
commencing on the date hereof and terminating on the Voting Covenant Expiration
Date. The termination of this Agreement shall not affect any other agreement
of
like effect entered into with any other holder of securities of the Company
or
prejudice the right of any party hereto in respect of any breach hereof by
the
other party hereto.
2
Section
4. Voting
of Shares
4.1 Voting
Covenant. Shareholder
hereby agrees that, prior to the Voting Covenant Expiration Date, at any meeting
of the shareholders of the Company, however called, and in any written action
by
consent of shareholders of the Company, unless otherwise directed in writing
by
Parent, Shareholder shall cause the Subject Securities to be voted:
(a) in
favor
of the approval of the Arrangement Agreement and the Plan of Arrangement (as
the
same may be amended in accordance with their terms), the approval of the
Arrangement and any matter that could reasonably be expected to facilitate
the
Arrangement;
(b) against
any action or agreement that would result in a breach of any representation,
warranty, covenant or obligation of the Company under the Arrangement Agreement
or the Plan of Arrangement; and
(c) against
any of the following actions (other than in furtherance of the Arrangement
and
the transactions contemplated by the Arrangement Agreement and except as
otherwise agreed to or directed by Parent in writing): (A) any extraordinary
corporate transaction or fundamental change, such as a merger, consolidation
or
other arrangement or business combination involving the Company or any
subsidiary of the Company; (B) any sale, lease or transfer of all or
substantially all of the assets of the Company or any subsidiary of the Company;
(C) any reorganization, recapitalization, dissolution or liquidation of the
Company or any subsidiary of the Company; (D) any change in a majority of the
board of directors of the Company; (E) any change in the authorized capital
of
the Company or any amendment to the Company’s articles of incorporation or
bylaws; (F) any material change in the capitalization of the Company or the
Company’s corporate structure and (G) any other action which is intended, or
could reasonably be expected, to impede, interfere with, delay, prevent,
postpone, discourage or adversely affect the Arrangement or any of the other
transactions contemplated by the Arrangement Agreement or this
Agreement.
Prior
to
the Voting Covenant Expiration Date, Shareholder shall not enter into any
agreement or understanding with any Person to vote or give instructions in
any
manner inconsistent with clause “(a)”, “(b)”, or “(c)” of the preceding
sentence. If requested by Parent, Shareholder will execute such documents as
may
be reasonably required to give effect to the provisions of this Section upon
Shareholder having received reasonable opportunity to consult with legal
counsel. Shareholder further agrees that, during the Term, it shall not enter
into any agreement or understanding with any person, whether or not in writing,
directly or indirectly the effect of which would be inconsistent or contrary
to
the provisions and agreements contained herein.
4.2 No
Limit on Fiduciary Duty.
Nothing
contained in this Agreement will (a) restrict, limit, prohibit or preclude
the
Shareholder from exercising his fiduciary duties under applicable law, or (b)
require the Shareholder to take any action in contravention of, or omit to
take
any action pursuant to, or otherwise take or refrain from taking any actions
which are inconsistent with the instructions or directions of the Company's
board of directors undertaken in the exercise of their fiduciary
duties.
3
Section
5. Covenant
Regarding Notice of Objection
Shareholder
hereby acknowledges that pursuant to the terms and conditions of the Arrangement
it has a right to dissent in accordance with Section 190 of the CBCA and hereby
covenants and agrees that, prior to the Voting Covenant Expiration Date, it
shall not directly or indirectly cause to be delivered to the Company a written
objection to the resolution relating to the Arrangement or take any other action
which is intended, or could reasonable by expected, to impede, delay or prevent
the consummation of the Arrangement.
Section
6. Non-Solicitation
Subject
to Section 4.2, Shareholder agrees that, during the period from the date of
this
Agreement through the Voting Covenant Expiration Date, Shareholder shall not,
directly or indirectly: (i) solicit, initiate, induce, facilitate or encourage
(including by way of furnishing information or entering into any form of
agreement, arrangement or understanding) the initiation of any inquiries or
making of any proposals or announcements regarding an Acquisition Proposal;
(ii)
engage or participate in any discussions or negotiations with any Person (other
than Parent and its affiliates) regarding an Acquisition Proposal; (iii)
approve, endorse or recommend, or propose publicly to approve, endorse or
recommend, any Acquisition Proposal; (iv) accept or enter into any agreement,
understanding, arrangement or Contract in respect of an Acquisition Proposal;
or
(v) withdraw, amend or modify in a manner adverse to Parent Shareholder’s
agreement to vote in favor of the Arrangement. Shareholder shall immediately
terminate any existing solicitations, discussions or negotiations with any
Person (other than Parent) that has made, indicated any interest to make or
may
reasonably be expected to make, an Acquisition Proposal. Shareholder shall
promptly notify Parent, immediately orally and thereafter in writing, of any
Acquisition Proposal or inquiry received after the date hereof (whether or
not
relating to any Acquisition Proposal or inquiry received prior to the date
hereof) that could reasonably be expected to lead to an Acquisition Proposal,
in
each case received after the date hereof, or any amendments to the foregoing,
or
any request for non-public information relating to the Company or any of its
Subsidiaries in connection with an Acquisition Proposal and a description of
the
material terms and conditions of any such Acquisition Proposal or inquiry.
Shareholder shall keep Parent informed of any change to the material terms
of
any such Acquisition Proposal or inquiry. Promptly upon request, Shareholder
shall provide Parent with copies of all correspondence in respect of any such
Acquisition Proposal, inquiries or request for information.
Section
7. Representations
and Warranties of Shareholder
Shareholder
hereby represents and warrants to Parent as follows:
7.1 Authorization,
etc. Shareholder
has the absolute and unrestricted right, power, authority and capacity to
execute and deliver this Agreement and to perform his or its obligations
hereunder and thereunder. This Agreement has been duly executed and delivered
by
Shareholder and constitutes a legal, valid and binding obligation of
Shareholder, enforceable against Shareholder in accordance with their terms,
subject to (i) laws of general application relating to bankruptcy, insolvency
and the relief of debtors and (ii) rules of law governing specific performance,
injunctive relief and other equitable remedies. If Shareholder is a general
or
limited partnership, then Shareholder is a partnership duly organized, validly
existing and in good standing under the laws of the jurisdiction in which it
was
organized. If Shareholder is a limited liability company or other body
corporate, then Shareholder is a limited liability company or body corporate
duly organized, validly existing and in good standing under the laws of the
jurisdiction in which it was organized.
4
7.2 No
Conflicts or Consents.
.
(a) The
execution and delivery of this Agreement by Shareholder does not, and the
performance of this Agreement by Shareholder will not: (i) conflict with or
violate any law, rule, regulation, order, decree or judgment applicable to
Shareholder or by which he or it or any of his or its properties is or may
be
bound or affected or (ii) result in or constitute (with or without notice or
lapse of time) any breach of or default under, or give to any other Person
(with
or without notice or lapse of time) any right of termination, amendment,
acceleration or cancellation of, or result (with or without notice or lapse
of
time) in the creation of any encumbrance or restriction on any of the Subject
Securities pursuant to, any contract to which Shareholder is a party or by
which
Shareholder or any of his or its affiliates or properties is or may be bound
or
affected.
(b) The
execution and delivery of this Agreement by Shareholder do not, and the
performance of this Agreement by Shareholder will not, require any consent
or
approval of any Person.
7.3 Title
to Securities.
As of
the date of this Agreement: (a) Shareholder holds of record (free and clear
of
any encumbrances or restrictions) the number of outstanding Common Shares set
forth under the heading “Shares Held of Record” on the signature page hereof;
(b) Shareholder holds (free and clear of any encumbrances or restrictions)
the
options, warrants and other rights to acquire Common Shares set forth under
the
heading “Options and Other Rights” on the signature page hereof; (c) Shareholder
Owns the additional securities of the Company set forth under the heading
“Additional Securities Beneficially Owned” on the signature page hereof; (d)
Shareholder does not directly or indirectly Own any shares of capital stock
or
other securities of the Company, or any option, warrant or other right to
acquire (by purchase, conversion or otherwise) any shares of capital stock
or
other securities of the Company, other than the shares and options, warrants
and
other rights set forth on the signature page hereof and (e) except as
contemplated hereby, none of the Subject Securities are subject to any voting
trust, proxy, power of attorney or other agreement or arrangement with respect
to the voting or disposition of the Subject Securities, and Shareholder is
not a
party to any agreement relating to the Subject Securities, including but not
limited to any voting agreement, option agreement, purchase or sale agreement,
shareholder’s agreement or partnership agreement.
7.4 Accuracy
of Representations.
The
representations and warranties contained in this Agreement are accurate in
all
respects as of the date of this Agreement, will be accurate in all respects
at
all times through the Voting Covenant Expiration Date and will be accurate
in
all respects as of the date of the consummation of the Arrangement as if made
on
that date.
Section
8. Additional
Covenants of Shareholder
8.1 Assistance
with Arrangement. Subject
to Section 4.2, until the Voting Covenant Expiration Date, Shareholder agrees
to
(i) cooperate with Parent in obtaining all governmental, regulatory and other
approvals, including the Interim Order and the Final Order (the “Required
Approvals”),
required to permit Parent, Purchaser and the Company to complete the
transactions provided for therein, (ii) if the Company fails to convene and
hold
a meeting of shareholders for the purpose of considering the Arrangement
Resolution in accordance with Section 2.1(c) of the Arrangement Agreement,
to
the extent permissible under applicable law, cause the directors of the Company
to call a meeting of shareholders for the purpose of considering the Arrangement
Resolution, and (iii) not directly or indirectly: (A) take any actions that
could have the result of delaying or impeding the ability of Parent, Purchaser
or the Company to obtain any of the Required Approvals or causing the Court
to
amend the Interim Order or the Final Order or the terms and conditions of the
Arrangement Agreement and/or Plan of Arrangement, other than as requested by
Parent or Company, (B) take any action or fail to take any action that would
reasonably be expected to result in the postponement, adjournment or
cancellation of a shareholder’s meeting convened to consider the Arrangement
without prior consent of Parent and (C) take any action that would make any
representation or warranty of Shareholder contained in the Agreement untrue
or
that would otherwise undermine the effect and the intent of the
Agreement.
5
8.2 Further
Assurances.
From
time to time and without additional consideration, Shareholder shall (at
Shareholder’s sole expense) execute and deliver, or cause to be executed and
delivered, such additional transfers, assignments, endorsements, proxies,
consents and other instruments, and shall (at Shareholder’s sole expense) take
such further actions, as Parent may request for the purpose of carrying out
and
furthering the intent of this Agreement.
Section
9. Miscellaneous
9.1 Survival
of Representations, Warranties and Agreements.
All
representations, warranties, covenants and agreements made by Shareholder in
this Agreement shall survive (i) the consummation of the Arrangement, (ii)
any
termination of the Arrangement Agreement and (iii) the Voting Covenant
Expiration Date.
9.2 Expenses.
All
costs and expenses incurred in connection with the transactions contemplated
by
this Agreement shall be paid by the party incurring such costs and
expenses.
9.3 Notices.
Any
notice or other communication required or permitted to be delivered to either
party under this Agreement shall be in writing and shall be deemed properly
delivered, given and received when delivered (by hand, by registered mail,
by
courier or express delivery service or by facsimile) to the address or facsimile
telephone number set forth beneath the name of such party below (or to such
other address or facsimile telephone number as such party shall have specified
in a written notice given to the other party):
if
to
Shareholder:
at
the
address set forth on the signature page hereof; and
if
to
Parent:
000
Xxxxxxx Xxxxxx, 00xx
Xxxxx
Xxx
Xxxx,
XX 00000
Attn:
Chief Executive Officer
Facsimile:
(000) 000-0000
9.4 Severability.
Any
term or provision of this Agreement that is invalid or unenforceable in any
situation in any jurisdiction shall not affect the validity or enforceability
of
the remaining terms and provisions hereof or the validity or enforceability
of
the offending term or provision in any other situation or in any other
jurisdiction. If the final judgment of a court of competent jurisdiction
declares that any term or provision hereof is invalid or unenforceable, the
parties hereto agree that the court making such determination shall have the
power to limit the term or provision, to delete specific words or phrases,
or to
replace any invalid or unenforceable term or provision with a term or provision
that is valid and enforceable and that comes closest to expressing the intention
of the invalid or unenforceable term or provision, and this Agreement shall
be
enforceable as so modified. In the event such court does not exercise the power
granted to it in the prior sentence, the parties hereto agree to replace such
invalid or unenforceable term or provision with a valid and enforceable term
or
provision that will achieve, to the extent possible, the economic, business
and
other purposes of such invalid or unenforceable term.
6
9.5 Entire
Agreement.
This
Agreement, and any other documents delivered by the parties in connection
herewith constitute the entire agreement between the parties with respect to
the
subject matter hereof and thereof and supersede all prior agreements and
understandings between the parties with respect thereto. No addition to or
modification of any provision of this Agreement shall be binding upon either
party unless made in writing and signed by both parties.
9.6 Assignment;
Binding Effect.
Except
as provided herein, neither this Agreement nor any of the interests or
obligations hereunder may be assigned or delegated by Shareholder, and any
attempted or purported assignment or delegation of any of such interests or
obligations shall be void. Subject to the preceding sentence, this Agreement
shall be binding upon Shareholder and his heirs, estate, executors and personal
representatives and his or its successors and assigns, and shall inure to the
benefit of Parent and its successors and assigns. Without limiting any of the
restrictions set forth in Section 2 or Section 8.2 or elsewhere in this
Agreement, this Agreement shall be binding upon any Person to whom any Subject
Securities are transferred. Nothing in this Agreement is intended to confer
on
any Person (other than Parent and its successors and assigns) any rights or
remedies of any nature.
9.7 Specific
Performance. The
parties agree that irreparable damage would occur in the event that any of
the
provisions of this Agreement were not performed in accordance with its specific
terms or were otherwise breached. Shareholder agrees that, in the event of
any
breach or threatened breach by Shareholder of any covenant or obligation
contained in this Agreement, Parent shall be entitled (in addition to any other
remedy that may be available to it, including monetary damages) to seek and
obtain (a) a decree or order of specific performance to enforce the observance
and performance of such covenant or obligation, and (b) an injunction
restraining such breach or threatened breach. Shareholder further agrees that
neither Parent nor any other Person shall be required to obtain, furnish or
post
any bond or similar instrument in connection with or as a condition to obtaining
any remedy referred to in this Section 9.7, and Shareholder irrevocably waives
any right he or it may have to require the obtaining, furnishing or posting
of
any such bond or similar instrument.
9.8 Non-Exclusivity.
The
rights and remedies of Parent under this Agreement are not exclusive of or
limited by any other rights or remedies which it may have, whether at law,
in
equity, by contract or otherwise, all of which shall be cumulative (and not
alternative). Without limiting the generality of the foregoing, the rights
and
remedies of Parent under this Agreement, and the obligations and liabilities
of
Shareholder under this Agreement, are in addition to their respective rights,
remedies, obligations and liabilities under common law requirements and under
all applicable statutes, rules and regulations. Nothing in this Agreement shall
limit any of Shareholder’s obligations, or the rights or remedies of Parent,
under any Affiliate Agreement between Parent and Shareholder; and nothing in
any
such Affiliate Agreement shall limit any of Shareholder’s obligations, or any of
the rights or remedies of Parent, under this Agreement.
7
9.9 Governing
Law; Venue.
(a) This
Agreement shall be construed in accordance with, and governed in all respects
by, the laws of the State of New York (without giving effect to principles
of
conflicts of laws).
(b) Any
legal
action or other legal proceeding relating to this Agreement or the enforcement
of any provision of this Agreement may be brought or otherwise commenced in
any
state or federal court located in the State of New York. Shareholder agrees
that
service of any process, summons, notice or document by U.S. mail addressed
to
him or it at the address set forth on the signature page hereof shall constitute
effective service of such process, summons, notice or document for purposes
of
any such legal proceeding.
(c) SHAREHOLDER
IRREVOCABLY WAIVES THE RIGHT TO A JURY TRIAL IN CONNECTION WITH ANY LEGAL
PROCEEDING RELATING TO THIS AGREEMENT OR THE ENFORCEMENT OF ANY PROVISION OF
THIS AGREEMENT.
9.10 Counterparts.
This
Agreement may be executed in separate counterparts, each of which when so
executed and delivered shall be deemed an original, but all such counterparts
shall together constitute one and the same instrument. A signed counterpart
provided by way of facsimile or other electronic transmission shall be as
binding upon parties as an originally signed counterpart.
9.11 Captions.
The
captions contained in this Agreement are for convenience of reference only,
shall not be deemed to be a part of this Agreement and shall not be referred
to
in connection with the construction or interpretation of this
Agreement.
9.12 Attorneys’
Fees.
If any
legal action or other legal proceeding relating to this Agreement or the
enforcement of any provision of this Agreement is brought against Shareholder,
the prevailing party shall be entitled to recover reasonable attorneys’ fees,
costs and disbursements (in addition to any other relief to which the prevailing
party may be entitled).
9.13 Waiver.
No
failure on the part of Parent to exercise any power, right, privilege or remedy
under this Agreement, and no delay on the part of Parent in exercising any
power, right, privilege or remedy under this Agreement, shall operate as a
waiver of such power, right, privilege or remedy; and no single or partial
exercise of any such power, right, privilege or remedy shall preclude any other
or further exercise thereof or of any other power, right, privilege or remedy.
Parent shall not be deemed to have waived any claim available to Parent arising
out of this Agreement, or any power, right, privilege or remedy of Parent under
this Agreement, unless the waiver of such claim, power, right, privilege or
remedy is expressly set forth in a written instrument duly executed and
delivered on behalf of Parent; and any such waiver shall not be applicable
or
have any effect except in the specific instance in which it is
given.
9.14 Construction.
(a) For
purposes of this Agreement, whenever the context requires: the singular number
shall include the plural, and vice versa; the masculine gender shall include
the
feminine and neuter genders; the feminine gender shall include the masculine
and
neuter genders; and the neuter gender shall include masculine and feminine
genders.
8
(b) The
parties agree that any rule of construction to the effect that ambiguities
are
to be resolved against the drafting party shall not be applied in the
construction or interpretation of this Agreement.
(c) As
used
in this Agreement, the words “include” and “including,” and variations thereof,
shall not be deemed to be terms of limitation, but rather shall be deemed to
be
followed by the words “without limitation.”
(d) Except
as
otherwise indicated, all references in this Agreement to “Sections” and
“Exhibits” are intended to refer to Sections of this Agreement and Exhibits to
this Agreement.
9.15 Independent
Legal Advice. Each
of
the parties acknowledge that they have been advised to and have obtained
independent legal advice (or declined doing so, despite having the opportunity
to do so) with respect to this Agreement prior to their execution hereof and
that they have read and understand the terms of their rights and obligations
hereunder.
[Signature
Page Follows]
9
Parent
and Shareholder have caused this Agreement to be executed as of the date
first
written above.
| AD. VENTURE PARTNERS, INC. | ||
| |
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| By: | /s/ Xxxxxx X. Xxxxxx | |
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|
Name:
Xxxxxx X. Xxxxxx
Title:
Chief Executive Officer
|
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| SHAREHOLDER2 | ||
| |
|
|
| By: | ||
|
|
||
|
Name:
|
||
| Address: | ||
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| Facimile: _______________________ | ||
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Shares
Held of Record1
|
Options
and Other Rights2
|
Additional
Securities Beneficially Owned3
|
2 Each
of Messrs. Giacalone, Hallmen, McCarthy, Osing, Xxxxxx and Xxxxxxxxx entered
into this Voting Agreement with Ad.Venture.
3
Messrs.
Giacalone, Hallmen, McCarthy, Osing, Xxxxxx and Xxxxxxxxx hold of record
100,000, 108,404, 70,000, 1,899,613, 90,404 and 771,146, common shares
of 180
Connect Inc., respectively.
4
Messrs.
Giacalone, Hallmen, McCarthy, Osing, Xxxxxx and Xxxxxxxxx hold options
or other
rights to acquire 100,000, 100,799, 100,000, 142,056, 100,799 and 100,799,
common shares of 180 Connect Inc., respectively.
5
None of
the parties to this Voting Agreement beneficially own any additional 180
Connect
securities.
10
