VOTING AGREEMENT
THIS VOTING AGREEMENT (the "Agreement") made as of the ____ day of
September, 1995, by and among XXXX X. XXXX, XX. or his assignee(s)
(collectively, the "Management Stockholder"), XXXXXXX TRADING L.P. (the
"Investor Stockholder") (the Investor Stockholder and the Management
Stockholder being collectively referred to herein as the "Stockholders") and
SA TELECOMMUNICATIONS, INC., a Delaware company (the "Company")
W I T N E S S E T H:
WHEREAS, Investor Stockholder has acquired certain of the authorized
shares of common stock, par value $0.0001 per share (the "Common Stock") of
the Company and certain warrants to acquire Common Stock; and
WHEREAS, such parties desire to enter into certain agreements
hereinafter set forth with respect to the voting of such shares of Common
Stock (including shares of Common Stock issued upon exercise of any warrant)
in all matters submitted to the stockholders of the Company for a vote or
consent.
NOW, THEREFORE, for and in consideration of the premises and for other
good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, it is agreed:
SECTION 1. This Agreement is made pursuant to the provisions of Article
218 of the Delaware General Corporation Law and shall become effective upon
the Investor Stockholder's acquisition of shares of Common Stock of the
Company. A counterpart of this Agreement shall be deposited with the Company
at its principal offices and shall be subject to the same rights of
examination of any stockholder of the Company, in person or by agent or
attorney, as are the books and records of the Company. A counterpart of this
Voting Agreement has been deposited with the Company at its principal
offices. It is intended that this Agreement shall be specifically enforceable
in accordance with the principles of equity.
SECTION 2. At all meetings of the stockholders of the Company, or with
regard to any action taken pursuant to consent, during the term of this
Agreement, all shares of Common Stock held or owned by the Investor
Stockholder (including without limitation any shares of Common Stock acquired
upon the exercise of any warrant) shall be voted by the Investor Stockholder
in the manner designated by the Management Stockholder.
VOTING AGREEMENT - PAGE 1
SECTION 3. To the extent necessary for the enforcement hereof, this
Agreement shall be deemed to provide the Management Stockholder an
irrevocable proxy for the term hereof, which such proxy is expressly agreed
between the parties hereto to be coupled with an interest as contemplated by
applicable law.
SECTION 4. Except as set forth in Section 6(d)(v) of the Subscription
Agreement, any share of the Common Stock subject to this Agreement shall
remain so subject, regardless of any conveyance thereof to any party, during
the term of this Agreement, and any party proposing to transfer any shares
shall secure a written agreement form the transferee that such party agrees
to be bound by the terms of this Agreement. The Company shall not permit the
voting of shares of Common Stock in contravention of the terms hereof.
SECTION 5. In case the Company is merged with, into or consolidated
with another corporation or other entity, or all or substantially all of the
assets of the Company are transferred to another corporation or other entity,
then in connection with such transfer, the term "the Company" for all
purposes of this Agreement shall be taken to include such successor
corporation, and any stock of such successor corporation received on the
account of the ownership of the parties hereto of the stock of the Company
subject hereto prior to such merger, consolidation and transfer shall be and
become subject to this Agreement, and the parties hereto shall use their best
efforts to implement the provisions of this Agreement to the maximum extent
their voting power will permit.
SECTION 6. This Agreement shall terminate and expire on August 31, 2005.
SECTION 7. Unless otherwise specifically provided herein, all notices
and other communications required or permitted to be given hereunder shall be
in writing and shall be deemed to have been duly given at the time of
delivery against receipt at the appropriate address set forth below, or at
such other addresses as shall be specified by the parties hereto, by like
notice.
(a) If to the Management Stockholder:
Xxxx X. Xxxx, Xx.
0000 Xxxxxx X, Xxx. 000
Xxxxx, XX 00000-0000
(b) If to the Investor Stockholder:
Xxxxxxx Trading L.P.
000 Xxxxxxx Xxxxxx
Xxxxxxxx, Xxx Xxxxxx 00000
VOTING AGREEMENT - PAGE 2
(c) If to the Company:
SA Telecommunications, Inc.
0000 Xxxxxx X, Xxx. 000
Xxxxx, XX 00000-0000
or at such other address as a party hereto may specify by written notice to
the other parties to this Agreement.
SECTION 8. Except for transferees which under Section 6(d)(v) of the
Subscription Agreement are not required to execute a Voting Agreement as a
condition to transfer, this Agreement shall be binding upon and shall inure
to the benefit of each party hereto and each such party's heirs, legal
representatives, transferees, successors and assigns.
SECTION 9. This Agreement may be executed in multiple counterparts, but
all counterparts taken together shall constitute one and the same agreement,
binding upon all of the parties hereto.
SECTION 10. If any provision of this Agreement is held to be illegal,
invalid and unenforceable under present or future laws effective during the
term of this Agreement, such provision shall be fully severable; this
Agreement shall be construed and enforced as if such illegal, invalid, or
unenforceable provision had never comprised a part of this Agreement; and the
remaining provisions of this Agreement shall remain in full force and effect
and shall not be affected by the illegal, invalid, or unenforceable provision
or by its severance from this Agreement. Furthermore, in lieu of each such
illegal, invalid or unenforceable provision there shall be added
automatically, as part of this Agreement, a provision as similar in terms to
such illegal, invalid, or unenforceable provision as may be possible and be
legal, valid and enforceable.
SECTION 11. Each of the parties to this Agreement will be entitled to
enforce its rights under this Agreement specifically, to recover damages by
reason of any breach of any provision of this Agreement and to exercise all
other rights existing in its favor. The parties hereto agree and acknowledge
that money damages may not be an adequate remedy for any such breach or
threatened breach of the provisions of this Agreement and that any party may
in its sole discretion, in addition to any other available remedies, apply to
any court of law or equity of competent jurisdiction for and be entitled to
specific performance and/or injunctive relief in order to enforce or prevent
any violations of the provisions of this Agreement.
SECTION 12. THIS AGREEMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF DELAWARE, THE STATE OF INCORPORATION OF THE
COMPANY.
VOTING AGREEMENT - PAGE 3
IN WITNESS WHEREOF, the parties hereto executed this Agreement as of the
____ day of ________________, 1995.
INVESTOR STOCKHOLDER:
XXXXXXX TRADING L.P.
By:_________________________________
Title:______________________________
MANAGEMENT STOCKHOLDER:
____________________________________
Xxxx X. Xxxx, Xx.
SA TELECOMMUNICATIONS, INC.
By:_________________________________
Title:______________________________
VOTING AGREEMENT - PAGE 4
SCHEDULE OF DIFFERENCES
Investor Stockholder
1. Cong. Ahavas Tzedach Vachsed
2. Xxxxx Xxxxxxxxx/Xxxxx Xxxxxx Partnership
3. Xxxxxx Xxxxxx
4. Xxxxx Xxxxx
0. Xxxxx Xxxxxxxxx
0. Xxxx Xxxx
7. Xxxxx Xxxxx
8. Xx. Xxxxxxx Xxxxxxxxx
9. Seth Xxxxxx Xxxxxx
10. Xxxx Xxxxxxxxx
VOTING AGREEMENT - PAGE 5
