VOTING AGREEMENT
VOTING AGREEMENT (this "Agreement"), dated as of August 7, 1997, made by
and between Tekgraf, Inc., a Delaware corporation (the "Company"), A. Xxxxxx
Xxxxxxxxx ("Xxxxxxxxx") and Xxxxxx X.X. Xxxxx ("Xxxxx").
WHEREAS, the Company is the successor by merger to Crescent Computers,
Inc., a Georgia corporation;
WHEREAS, the Company and Xxxxxxxxx, and the Company and Xxxxx, are each
parties to a Stock Purchase Agreement dated as of May 1, 1997, as amended as of
June 2, 1997 (the "Stock Purchase Agreements");
WHEREAS, Xxxxxxxxx and Xxxxx are directors of the Company;
WHEREAS, pursuant to Section 3.3(c) of the Stock Purchase Agreements,
Xxxxxxxxx and Xxxxx have certain voting rights as directors of the Company; and
WHEREAS, the Company, Xxxxxxxxx and Xxxxx desire that Xxxxxxxxx and Xxxxx
resign as directors of the Company in order to facilitate an initial public
offering of the Company's securities and that Xxxxxxxxx and Xxxxx retain the
voting rights conferred by Section 3.3(c) of the Stock Purchase Agreements.
NOW, THEREFORE, in consideration of the premises and the mutual agreements
hereinafter set forth, the parties intending to be legally bound, hereby agree
as follows:
X. Xxxxxxxxx hereby resigns from the Board of Directors of the Company
effective on the date hereof.
X. Xxxxx hereby resigns from the Board of Directors of the Company
effective on the date hereof.
C. During the period from the date hereof through November 1, 1997 or prior
thereto upon the unanimous consent of the Board of Directors of the Company,
Xxxxxxxxx and Xxxxx, the votes or actions of the Board of Directors of the
Company specified in Section 3.3(c) of the Stock Purchase Agreements shall
require the consent of each of Xxxxxxxxx and Xxxxx.
D. This Agreement may be executed in one or more counterparts, which taken
together shall constitute a single document.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date first above written.
TEKGRAF, INC.
By:__________________________________
Xxxxxxx X. Xxxxxxx
_____________________________________
A. Xxxxxx Xxxxxxxxx
_____________________________________
Xxxxxx X.X. Xxxxx
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