Exhibit 10.7
SHAREHOLDER VOTING AGREEMENT
This Shareholder Voting Agreement is entered into effective as of
November 11, 1997, between U.S. Wireless Data, Inc., a Colorado corporation (the
"Company") and the persons whose names appear on the signature page to this
Agreement (the "Shareholders").
RECITALS
WHEREAS, the Company is in the process of attempting to raise
additional capital through a private offering of Convertible Debentures;
WHEREAS, the proposed terms of the Convertible Debentures provide that
such Debentures shall be automatically converted into shares of a Series A
Preferred Stock, if and when such stock is authorized for issuance by the
Company, followed by voluntary conversion at the behest of holders into shares
of the Company's no par value common stock (the "Common Stock");
WHEREAS, the Company has no preferred stock presently authorized for
issuance and has an insufficient number of shares of Common Stock available (i)
to honor the conversion features of the Convertible Debentures and (ii) to honor
the obligations it has to persons holding outstanding securities of the Company
which are convertible into shares of Common Stock;
WHEREAS, the Company intends to hold its 1997 Annual Meeting of
Shareholders (the "1997 Meeting") within the next several months, at which the
Company will, among other things, submit proposals to its shareholders for an
increase in authorized Common Stock to no less than 40,000,000 shares and
authorize the Company to issue up to a total of 15,000,000 shares of preferred
stock (the "Preferred Stock"), with such rights and preferences as may be
determined from time to time by the Board of Directors of the Company (such
proposals to increase the number of shares of Common Stock and to authorize the
Company to issue Preferred Stock being hereafter referred to as the "Capital
Increase Proposals");
WHEREAS, approval of the Capital Increase Proposals by shareholders
will allow the Company (i) to honor the obligations it is proposing to enter
into with prospective purchasers of the Convertible Debentures and (ii) to
fulfill its obligations to holders of its securities which are presently
outstanding and convertible into shares of Common Stock; and
WHEREAS, in order to induce potential investors to purchase the
Convertible Debentures and to assure that the Company has adequate authorized
capital stock to honor its obligations under other presently outstanding
convertible securities, the Company has agreed to submit the Capital Increase
Proposal to its shareholders at its 1997 Meeting, and the Shareholders have
agreed to (i) assure that their votable shares are present at the 1997 Meeting
and (ii) vote those shares in favor the Capital Increase Proposals;
AGREEMENT
NOW, THEREFORE, in consideration of the mutual promises contained
herein, and in order to assist the Company in raising additional capital and to
allow it to honor its obligations to presently outstanding securityholders of
the Company, the undersigned Shareholders agree as follows:
1. Shareholder shall take all steps necessary to assure that all
securities of the Company owned by the Shareholder either of record or
beneficially, directly or indirectly, which are votable at the 1997
Meeting, or are present and voting at such meeting, or any adjournments or
postponements thereof, either in person or by proxy.
2. Shareholder shall vote such shares either in person or by proxy at
the 1997 Meeting, or any adjournments or postponements thereof, in favor of the
Capital Increase Proposals.
3. This agreement shall be governed by the law of the State of
Colorado, without regard to such State's provisions regarding choice of laws,
and shall be binding upon any and all successors, assignees, executors,
receivers, trustees, custodians or pledgees of Shareholder.
IN WITNESS WHEREOF, the undersigned Shareholder has executed this
Shareholder Voting Agreement effective as of the date first written above.
/s/ Xxxx X. Xxxxx /s/ Xxx X. Xxxxxxxxx
Xxxx X. Xxxxx Xxx X. Xxxxxxxxx
/s/ Xxxxxx X. Xxxxxxxxx /s/ Xxxx X. Xxxxxxx
Xxxxxx X. Xxxxxxxxx Xxxx X. Xxxxxxx
/s/ Xxxxxxx X. Xxxxxx /s/ Xxxxxx Xxxxxx
Xxxxxxx X. Xxxxxx Xxxxxx Xxxxxx
/s/ Xxxxx Xxxxxxxx /s/ Xxxxxx Xxxx
Xxxxx Xxxxxxxx Xxxxxx Xxxx
/s/ Xxxx X. Xxxxxxxx /s/ Xxxxxx X. Xxxx
Xxxx X. Xxxxxxxx Xxxxxx X. Xxxx
Liviakis Financial Communications, Inc.
entrenet Group, LLC
By:/s/ Xxxx X. Xxxxxxxx
By:/s/ Xxxx Xxxxxxxxxx
Vice President
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