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SHAREHOLDER VOTING AGREEMENT
AGREEMENT, Made and entered into as of the 6th day of December,
1996, by each person identified as a "Shareholder" on the signature page(s) to
this Agreement (collectively, the "Shareholders") for the benefit of Centennial
Technologies, Inc., a Delaware corporation ("Centennial").
WHEREAS, Centennial has entered into an Investment and
Stockholders Agreement, dated November 27, 1996 (the "Purchase Agreement"), with
VIA, Inc, a Minnesota corporation (the "Company"), pursuant to which Centennial
has agreed to acquire eleven thousand and eighty nine (11,089) shares of the
Company's common stock (the "Shares"); and
WHEREAS, The Shareholders own in the aggregate approximately
twenty-six percent (26%) of the outstanding shares of the capital stock of the
Company; and
WHEREAS, the execution and delivery of this Agreement by each of
the Shareholders is a condition to the commitment of Centennial to purchase the
Shares pursuant to the Purchase Agreement; and
WHEREAS, the Shareholders desire that Centennial consummate the
transactions contemplated by the Purchase Agreement and are willing to enter
into this Agreement as an inducement to Centennial to complete the purchase of
the Shares.
NOW, THEREFORE, in consideration of the premises, as an
inducement to Centennial to complete the purchase of the Shares, and for other
good and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the Shareholders agree as follows:
1. VOTING AGREEMENT. Each Shareholder hereby agrees, on
behalf of such Shareholder and any person to whom such Shareholder transfers any
shares of Company stock owned by such Shareholder, to vote all shares of Company
stock now or hereafter owned by such Shareholder and take such other actions
(whether in such Shareholder's capacity as a shareholder, director, or officer
of the Company) as are reasonably requested by Centennial to ensure the presence
on the Company's Board of Directors (the "Board of Directors") at all times of
at least one (1) person designated by Centennial.
2. LIMITATION. Each Shareholder shall retain at all times
the right to vote such person's shares of Company stock, in that Shareholder's
sole discretion, (i) on all matters, other than those set forth in section 1
which are at any time and from time to time presented for a vote to the
Company's shareholders generally and (ii) on
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the matters set forth in section 1 at any time when Centennial's right to direct
the voting of such shares is not in effect.
3. CONDITIONAL IRREVOCABLE PROXIES. To secure each
Shareholder's obligation to vote that Shareholder's shares of Company stock in
accordance with the provisions of this Agreement, each Shareholder hereby
appoints Xxxxxxx Xxxxx as his true and lawful proxy and attorney, with full
power of substitution, to vote all of that Shareholder's shares of Company
stock, in such proxy's sole discretion, for the election of directors as set
forth in section 1(a) and for the other matters described in section 1 (if and
only if) such Shareholder fails to comply with the provisions of section 1. The
proxies and powers granted by each Shareholder pursuant to this section 3 are
coupled with an interest and are given to secure the performance of such
Shareholder's duties to Centennial under this Agreement. Such proxies will be
irrevocable for the term of this Agreement and will survive the death,
incompetency and disability of any Shareholder or other holder of such
Shareholder's shares of Company stock and the merger and dissolution of any
Shareholder that is a corporation.
4. TRANSFER OF SHARES. No shares of Company stock owned by
any Shareholder shall be transferred unless and until the transferee executes an
instrument acknowledging and agreeing that the shares being acquired are subject
to the voting restrictions and/or irrevocable proxies set forth in this
Agreement.
5. LEGEND. Each certificate evidencing shares of Company
stock owned by any Shareholder and subject to the provisions of section 1 of
this Agreement and each certificate issued in exchange for or upon the transfer
of any such shares during the term of this Agreement will be stamped or
otherwise imprinted with a legend (the "Legend") in substantially the following
form or to the following effect:
"The securities represented by this certificate are subject to a
shareholder voting agreement dated as of December 6th, 1996, by and
among the original holder of such securities and other shareholders of
the issuer of such securities and to a conditional irrevocable proxy
granted pursuant to such agreement. A copy of such agreement will be
furnished without charge by the issuer of the securities represented by
this certificate to the holder hereof upon such holder's written
request."
6. TERM. This Agreement shall terminate and cease to be
effective, and the Legend will be removed from all certificates at the earlier
of
(a) such time as the Company makes a sale of shares of its
capital stock pursuant to a registration statement filed
with and declared
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effective by the federal Securities and Exchange
Commission pursuant to Section 5 of the federal
Securities Act of 1933; or
(b) the fourth (4th) anniversary of the date of this
Agreement; or
(c) the date Centennial owns less than five percent (5%) of
the Company's outstanding capital stock.
7. MISCELLANEOUS PROVISIONS.
(a) BINDING EFFECT. This Agreement shall constitute a valid
and binding agreement among the Shareholders and Centennial, any
subsequent holders of shares of Company stock now or hereafter owned by
the Shareholders and their respective successors and assigns.
(b) REMEDIES. Centennial shall be entitled to specific
enforcement of their rights under this Agreement, to recover damages by
reason of any breach of any provision hereof and to exercise all other
rights existing in their favor. The Shareholders agree and acknowledge
that money damages may not be an adequate remedy for any breach of the
provisions of this Agreement and that Centennial may, in their sole
discretion, apply to any court of law or equity of competent
jurisdiction for specific performance and/or injunctive relief in order
to enforce or prevent any violations of the provisions of this
Agreement.
(c) SEVERABILITY. Whenever possible, each provision of this
Agreement will be interpreted in such a manner as to be effective and
valid under applicable law but if any provision of this Agreement is
held to be invalid, illegal or unenforceable in any respect under any
applicable law or rule in any jurisdiction, such invalidity, illegality
or unenforceability will not affect any other provision or any other
jurisdiction as if such invalid, illegal or unenforceable provision had
never been contained herein.
(d) ENTIRE AGREEMENT. This Agreement embodies the complete
agreement and understanding among the parties hereto with respect to the
subject matter hereof and supercedes and preempts any prior
understandings, agreements or representation, by or among the parties,
written or oral, which may have related to the subject matter hereof in
any way.
(e) COUNTERPARTS. This Agreement may be executed on separate
counterparts, each of which will be an original and all of which taken
together will constitute all and the same agreement.
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(f) GOVERNING LAW. All questions concerning this Agreement
will be governed by and interpreted in accordance with the internal law,
not the law of conflicts, of the state of Minnesota.
IN WITNESS WHEREOF, the Shareholders have executed this
Agreement for the benefit of Centennial on the date set forth in the first
paragraph.
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Xxxxx X. Xxxxxxx
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Xxxxxxx X. Xxxxxxx
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Xxxxx X. Xxxxxxx
Consent of the Company
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The Company hereby acknowledges receipt of a copy of the foregoing
shareholder voting agreement and agrees to comply with the provisions of
section 5 of such agreement.
VIA, INC.
By
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Its
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