FIRST MODIFICATION
TO
VOTING AND SHAREHOLDERS AGREEMENT
(Turan M. Itil and Xxxxxxxx Itil)
FIRST MODIFICATION TO VOTING AND SHAREHOLDERS AGREEMENT dated
as of October ____, 1998 by and between PIONEER VENTURES ASSOCIATES LIMITED
PARTNERSHIP, having an office at 000 Xxx Xxxx Xxxx, Xxxxxxx, Xxxxxxxxxxx 00000
("PVALP"), AND TURAN M. ITIL, and XXXXXXXX ITIL (referred to as the "MODIFYING
PRINCIPAL SHAREHOLDERS").
WHEREAS, the Modifying Principal Shareholders have sole voting
power over an aggregate of at least 1,419,200 common shares, $.001 par value per
share ("COMMON SHARES"), of NeuroCorp, Ltd. (the "COMPANY") as more specifically
set forth in Exhibit A attached hereto;
WHEREAS, pursuant to a certain Investment Agreement dated July
30, 1998 (the "INVESTMENT AGREEMENT"), PVALP made its first investment in the
Company through the purchase of Preferred Stock and may make additional
investments in the Company;
WHEREAS, PVALP and the Modifying Principal Shareholders and
others are entering into a Voting and Shareholders Agreement dated July 30, 1998
(the "V&S AGREEMENT"); and
WHEREAS, the execution of this Agreement by the parties
hereto is an accommodation by PVALP to Turan M. Itil.
NOW, THEREFORE, in consideration of the mutual promises
contained herein, the parties hereto agree as follows:
ARTICLE I. SALES BY MODIFYING PRINCIPAL SHAREHOLDERS.
1.1 PERMITTED SALES.
(a) Subject to the terms set forth below in this Article I, the Modifying
Principal Shareholders may collectively sell publicly up to 40,000 Common Shares
per year without the
Page 2
requirement of providing PVALP with its co-sale rights as set forth in
Article III of the V&S Agreement. The permitted sales shall be subject to the
requirement that the aggregate holdings of all of the Principal Shareholders
under the V&S Agreement shall not equal less than fifty and one-tenth of one
percent (50.1%) on a fully diluted basis including all of the authorized
Series C Preferred Stock whether or not actually issued.
(b) Subject to the terms set forth below in this Article I, the Modifying
Principal Shareholders may collectively donate an additional 35,000 Common
Shares per year to charitable institutions without the requirement of providing
PVALP with its co-sale rights as set forth in Article III of the V&S Agreement.
1.1 NOTICE OF PERMITTED PUBLIC SALES. The Modifying Principal Shareholders
must deliver notice to the Company and to PVALP of an intent to sell any such
Common Shares at least ten (10) business days prior to such sale. PVALP or its
designee first (1st), and the Company second (2nd), shall each have the right to
purchase such Common Shares on the terms proposed as described in such notice of
shares to be sold at the closing sale price in the public market, or, if such
price is unavailable, the average of the closing bid and asked prices in the
public market on the date of such notice. PVALP and the Company shall exercise
their rights of first and second refusal by notice to the Modifying Principal
Shareholders within ten (10) business days following receipt of such notice.
1.2 NOTICE OF PERMITTED DONATIONS. The Modifying Principal Shareholders
must deliver notice to the Company and to PVALP of an intent to donate any such
Common Shares at least ten (10) business days prior to any donation of the
Common Shares to a charitable institution. The Modifying Principal Shareholders
shall deliver along with such notice the signed agreement of such institution
which shall grant a right of first (1st) refusal to PVALP or its designee, and
right of second (2nd) refusal to the Company, to purchase the Common Shares on
the terms described in the institution's notice of shares to be sold (such
notice shall be delivered to
Page 3
PVALP and the Company at least fifteen (15) business days prior to any transfer
or sale to invoke the 1st and 2nd rights of refusal) at the closing sale price
in the public market, or, if such price is unavailable, the average of the
closing bid and asked prices in the public market on the date of such notice.
PVALP or its designee and the Company shall exercise their rights of first and
second refusal by notice to the Modifying Principal Shareholders within ten (10)
business days following receipt of such notice. The Modifying Principal
Shareholders shall cause a restrictive legend to be imprinted on the back of
each stock certificate to be delivered to such institution.
1.3 REMOVAL FROM V&S AGREEMENT. Upon the sale of securities which are sold
into the public marketplace as permitted hereby, such securities shall then not
be covered by the V&S Agreement.
1.4 CESSATION OF RIGHT TO SELL UPON OFFERINGS.
(a) The Modifying Principal Shareholders' right to sell and donate shares under
Section 1.1, shall cease during the period commencing upon the earlier of either
the Company's board of directors' approval to commence an underwritten public
offering of securities of the Company ("UNDERWRITTEN OFFERING") and extend up to
one year following an Underwritten Offering for which the underwriter requires
the directors and/or executive officers of the Company to refrain in whole or in
part from selling or otherwise disposing of securities of the Company.
(b) The Modifying Principal Shareholders' right to sell shares under Section
1.1, shall cease upon notice from PVALP to the Company of a request of a Demand
Registration or Piggyback Registration as provided for in the Investment
Agreement at Article II thereof and such cessation shall extend up to one year
following such offering.
1.1 VOTING FOR TURAN M. ITIL AS DIRECTOR. Except as provided in Article I
of the V&S Agreement, the Modifying Principal Shareholders may vote for Turan M.
Itil as a director of the
Page 4
Company.
1.2 NOTICES. Notices to the Modifying Principal Shareholders hereunder and
under the V&S Agreement shall also be sent to their home address.
1.3 REAFFIRMATION. Except as modified hereby, the V&S Agreement is hereby
readopted and reaffirmed in its entirety, and shall remain in full force and
effect.
IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the date
and year first above written.
BY PVALP:
PIONEER VENTURES ASSOCIATES LIMITED PARTNERSHIP
By: Ventures Management Partners LLC
Its General Partner
By: Pioneer Ventures Corp.,
Its Managing Member
BY:
-------------------------------------
Xxxxxx X. Xxxxxx, President
BY THE MODIFYING PRINCIPAL SHAREHOLDERS:
----------------------------- -----------------------------------------
Turan M. Itil Xxxxxxxx Itil
CONSENTED TO AND AGREED TO:
NEUROCORP, LTD.
BY:
---------------------------------------
Page 5
Xxxxxx Xxxxx, Chief Executive Officer
EXHIBIT A
TO
VOTING AGREEMENT
PRINCIPAL SHAREHOLDERS
NO. OF PERCENTAGE
NAME AND ADDRESS SHARES OWNERSHIP
---------------- ------ -----------
Turan M. Itil
00 Xxxxx Xxxxxxxxx 897,200 8.30%
Xxxxx, Xxx Xxxx 00000
Xxxxxxxx Itil
00 Xxxxx Xxxxxxxxx 522,000 4.83%
Xxxxx, Xxx Xxxx 00000
