VOTING AGREEMENT
THIS VOTING AGREEMENT (the "Agreement") is made and entered into as of
the _____ day of February, 2002 by Xxxxxx Xxxx, Xxxxxx Xxxxxxxxx and Xxxx XxXxxx
(collectively, the "Voting Stockholders") in favor of Xxxx X. Xxxxx ("Xxxxx").
RECITALS:
WHEREAS, each Voting Stockholder is currently a shareholder in IQ
Biometrix California, Inc. ("IQB"); and
WHEREAS, IQB proposes to merger with and into JVWeb, Inc., a Delaware
corporation (the "Company), and in connection therewith each Voting Stockholder
will receive shares of the common stock, $.10 par value per share, of the
Company ("Common Stock"); and
WHEREAS, the merger described in the preceding recital (the "Merger")
is conditioned upon the execution of this Agreement by the Voting Stockholders;
AGREEMENT:
NOW, THEREFORE, in consideration of the Company's agreement to enter
into the Merger and the Company's consummation of the Merger hereafter, $10.00
paid to each Voting Stockholder by Xxxxx, and other good and valuable
consideration (the receipt, adequacy and sufficiency of which Voting Stockholder
hereby acknowledges) and as a condition precedent to the Merger in order to
represent the interests of the persons who were stockholders of the Company
prior to the Merger, each Voting Stockholder hereby agrees as follows:
ARTICLE I
Scope of Agreement
Unless otherwise provided for herein, this Agreement shall cover and be
effective as to all shares of Common Stock that are owned now or in the future
by any Voting Stockholders and shall include any interest of a Voting
Stockholder's spouse in such Common Stock. The termination of the marital
relationship between any Voting Stockholders and such Voting Stockholder's
spouse for any reason shall not have the effect of removing any Common Stock
owned by such Voting Stockholders or such Voting Stockholder's spouse from the
provisions of this Agreement. In the event that the number of outstanding shares
of Common Stock are hereafter increased or decreased or changed into or
exchanged for a different number or kind of shares or other securities of the
Company or of another corporation, by reason of a recapitalization,
reclassification, stock split-up, combination of shares, or dividend or other
distribution payable in capital stock, the term "Common Stock" shall include all
shares of stock which relate to, or are issued as a result of, the original
shares of Common Stock.
ARTICLE II
Board of Directors of the Company
Each of Xxxxx and each Voting Stockholder hereby agrees that they shall
use their best efforts to cause the Board of Directors of the Company,
immediately after the effective time of the Merger, to be increased to seven
member and, at all times during the term of this Agreement, to cause the Board
of Directors to consist of seven members, except as otherwise may be required
pursuant to governing instruments of securities issued by the Company.
ARTICLE II
Voting Agreement
Each Voting Stockholder hereby agrees to vote all shares of Common
Stock owned by such Voting Stockholder in accordance with, and to effect and
carry out, the following provisions:
2.1 Election of Directors. Xxxxx shall have the right to nominate one
individual to stand for election as a director. Each Voting Stockholder shall
use such Voting Stockholder's best efforts to cause the Company, no later than
45 days prior to the mailing of any proxy, information or other solicitation
statement with respect to a stockholder meeting at which directors are to be
elected or other action in lieu thereof, to notify Xxxxx of the date of such
mailing. Xxxxx shall notify the Company and each Voting Stockholder of the name
of the person he wishes to designate to serve on the Board of Directors of the
Company no later than 30 days prior to the date of such mailing. Each Voting
Stockholder shall be obligated to vote all Common Stock owned by such Voting
Stockholder, and otherwise to use such Voting Stockholder's best efforts, to
elect to and maintain on the Company's Board of Directors the person nominated
by Xxxxx.
2.2 Vacancies. Any vacancy on the Board of Directors of the Company
occurring by reason of death, resignation, removal or other event involving the
Xxxxx nominee shall be filled by a new Director nominated by Xxxxx. Each Voting
Stockholder shall be obligated to vote all Common Stock owned by such Voting
Stockholder, and otherwise to use such Voting Stockholder's best efforts, to
fill such vacancy by the election of such new Director.
2.3 Removal of Directors. Xxxxx and only Xxxxx shall have the right to
remove the Director nominated by him (with or without cause) by giving writing
notice to the Board of Directors of the Company and to each Voting Stockholder,
who shall thereupon be obligated to vote all Common Stock owned by such Voting
Stockholder, and otherwise to use such Voting Stockholder's best efforts, to
remove the Director sought to be replaced and to elect a successor Director
nominated by Xxxxx.
ARTICLE III
Approval Rights
Each Voting Stockholder hereby agrees that such Voting Stockholder
shall use such Voting Stockholder's best efforts to prevent the Company, without
the consent of Xxxxx, from establishing or maintaining in existence one or more
stock plans (in any form) whereby the aggregate number of shares of Common Stock
available under the plan(s) (whether already issued, or reserved or otherwise
available for issuance, pursuant to the plan(s)) exceeds 10% of the then
outstanding shares of the Common Stock.
ARTICLE IV
Miscellaneous Provisions
4.1 Governing Law. THIS AGREEMENT SHALL BE SUBJECT TO AND
GOVERNED BY THE LAWS OF THE STATE OF TEXAS.
4.2 Gender. Whenever the context requires herein, the gender of all
words used herein shall include the masculine, feminine and neuter, and the
number of all words shall include the singular and plural.
4.3 Binding Effect. This Agreement shall be binding upon the parties to
this Agreement and their heirs, executors, administrators, and permitted
successors and assigns. If any transferee of any Voting Stockholder shall
acquire any Common Stock subject to this Agreement, in any manner, whether by
operation of law or otherwise, such Common Stock shall be held subject to all of
the terms of this Agreement, and by taking and holding such Common Stock such
person shall be conclusively deemed to have agreed to be bound by and to comply
with all of the terms and provisions of this Agreement.
4.4 Amendments. This Agreement may be amended from time to time by an
instrument in writing duly executed by or on behalf of the parties who have
rights or obligations under this Agreement at the time of such amendment, which
instrument shall be designated on its face as an "Amendment" to this Agreement.
4.5 Valid Consideration. This Agreement is made by the parties
in consideration of the mutual promises contained herein and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged.
4.6 Legend. All certificates representing Common Stock now owned or
that may hereafter be acquired by a Voting Stockholder shall be endorsed on the
back thereof substantially as follows:
SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A VOTING
AGREEMENT WHICH PROVIDES SIGNIFICANT RESTRICTIONS ON THE VOTING OF THE
SHARES REPRESENTED HEREBY, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL
OFFICE OF THE COMPANY.
Such certificates may be endorsed on the front thereof as follows:
SEE RESTRICTIONS ON THESE SHARES ON REVERSE SIDE.
4.7 Term and Termination of Agreement. This Agreement shall be in
effect for for two years after completion of the Merger, unless earlier
terminated in accordance with the remainder of this Section 4.6. This Agreement
may be terminated by an instrument in writing signed by all of the parties who
have rights or obligations under this Agreement at the time of signing such
instrument.
IN WITNESS WHEREOF, the undersigned have set their hands hereunto as of
the date first above written.
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Xxxxxx Xxxx Xxxxxx Xxxxxxxxx
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Xxxx XxXxxx
The undersigned joins herein for the limited purpose of accepting the
benefits in his favor provided for by this Agreement.
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Xxxx Xxxxx
