VOTING AGREEMENT
THIS VOTING AGREEMENT dated as of the 1st day of January, 1998, by and among
Xxxx X. Xxxxx ("Xxxx Xxxxx") and Xxxx X. Xxxxx ("Xxxx Xxxxx"), and Happy Kids
Inc., a New York corporation (the "Company").
W I T N E S S E T H
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WHEREAS, Xxxx Xxxxx is presently the record and beneficial owner of 1,162,500
shares of the Common Stock, $.01 par value, of the Company (the "Current
Shares"); and
WHEREAS, Xxxx Xxxxx desires to irrevocably constitute and appoint Xxxx Xxxxx
as his lawful agent and proxy to vote all of the Current Shares, as well as any
other shares of the Common Stock of the Company which Xxxx Xxxxx is now or may
hereafter become entitled to vote (all such shares, together with the Current
Shares, being referred to herein collectively as the "Shares");
NOW, THEREFORE, in consideration of the mutual covenants contained herein, and
for good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties hereto, intending to be legally bound hereby,
agree as follows:
1. With respect to the Shares, Xxxx Xxxxx hereby irrevocably constitutes and
appoints Xxxx Xxxxx his true and lawful agent and proxy, with absolute
discretion and authority to: (a) represent, vote, give consents and in all other
ways to act in his place and stead, on any matter at any meeting of the
shareholders (whether regular, general, special or otherwise) of the Company to
the same extent as Xxxx Xxxxx could if personally present at any such meeting,
and (b) express consent or dissent to any and all corporate action in writing
without a meeting on behalf of Xxxx Xxxxx. In furtherance of the foregoing,
Xxxx Xxxxx shall execute an Irrevocable Proxy in the form attached hereto as
Exhibit A (the "Irrevocable Proxy").
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2. The Irrevocable Proxy provided for in this Agreement is a proxy only of
the right of Xxxx Xxxxx to vote for or against, or consent to or dissent from,
matters submitted to a vote of shareholders, and does not and shall not be
deemed to transfer, waive or otherwise limit any of the other rights or powers
accruing to Xxxx Xxxxx.
3. The Irrevocable Proxy provided for in this Agreement is coupled with an
interest.
4. The Irrevocable Proxy provided for in this Agreement shall commence on the
date hereof and terminate upon the death of Xxxx Xxxxx.
5. As used herein, the term "Shares" shall include any and all shares of the
Common Stock of the Company which Xxxx Xxxxx is now or may hereafter become
entitled to vote, including, without limitation, the 2,131,250 shares of the
Company's Common Stock to be
acquired by Xxxx Xxxxx pursuant to the terms of that certain Securities Purchase
Agreement dated as of January 1, 1998 entered into by and among Xxxx Xxxxx, Xxxx
Xxxxx and the Company.
6. Xxxx Xxxxx hereby represents and warrants that he is the legal and
beneficial owner of the Shares as to which he is currently entitled to vote and
that he will be the legal and beneficial owner of those Shares as to which he
hereafter obtains the right to vote, and the Company represents and warrants
that its stock transfer records indicate and will indicate that Xxxx Xxxxx is
and will be the registered holder of such number of Shares.
7. The parties hereto shall do and perform or cause to be done and performed
all such further acts and things and shall execute and deliver all such other
agreements, certificates, instruments or documents as shall be necessary or
desirable in order to carry out the intent and purposes of this Agreement,
including, without limitation, the execution of any such documents required to
be executed by the Company's stock transfer agent.
* * * * * * *
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
as of the date first above written.
HAPPY KIDS INC.
By: /s/ Xxxx X. Xxxxx
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Xxxx X. Xxxxx, President
/s/ Xxxx X. Xxxxx
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Xxxx X. Xxxxx
/s/ Xxxx X. Xxxxx
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Xxxx X. Xxxxx
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EXHIBIT A
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IRREVOCABLE PROXY
The undersigned shareholder of Happy Kids Inc., a New York corporation
(the "Company"), hereby irrevocably constitutes and appoints Xxxx X. Xxxxx his
true and lawful agent and proxy, with absolute discretion and authority to: (a)
represent, vote, give consents and in all other ways to act in his place and
stead, on any matter at any meeting of the shareholders (whether regular,
general, special or otherwise) of the Company to the same extent as the
undersigned could if personally present at any such meeting, and (b) express
consent or dissent to any and all corporate action in writing without a meeting
on behalf of the undersigned, with respect to all shares of the Common Stock of
the Company which the undersigned is now or may hereafter become entitled to
vote.
This Irrevocable Proxy is issued under that certain Voting Agreement
dated as of January 1, 1998 entered into by and among Xxxx X. Xxxxx, Xxxx X.
Xxxxx and the Company, and shall terminate upon the death of Xxxx X. Xxxxx.
Dated: January 1, 1998
/s/ Xxxx X. Xxxxx
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Xxxx X. Xxxxx
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