FORM OF VOTING AGREEMENT
EXHIBIT 2.3
This
VOTING AGREEMENT (this “Agreement”) is entered
into as of December __, 2019,
between DropCar, Inc., a Delaware corporation (“Parent”) and the
undersigned (the “Stockholder”).
WHEREAS, as of the
date hereof, the Stockholder is the sole record and beneficial
owner of and has the sole power to vote (or to direct the voting
of) the number of shares of common stock, par value $0.0001 per
share (the “Common
Shares”) of Ayro, Inc. (“Company”), set forth
opposite the Stockholder’s name on Schedule I hereto (such Common
Shares together with any other shares of Company
(“Shares”) the voting power
of which is acquired by such Stockholder during the period from the
date hereof through the date on which this Agreement is terminated
in accordance with its terms (such period, the “Voting Period”), are
collectively referred to herein as the “Subject
Shares”);
WHEREAS, Company,
Parent, and ABC Merger Sub, Inc., a Delaware corporation and a wholly-owned
subsidiary of Parent (“Merger Sub”) are
concurrently entering into an agreement and plan of merger, dated
as of the date hereof (as amended from time to time, the
“Merger
Agreement”), pursuant to which Merger Sub shall be
merged with and into Company, with Company continuing as the
surviving corporation thereafter (the “Merger”);
WHEREAS, the
adoption of the Merger Agreement requires the affirmative vote of
the holders of a majority in voting power of the outstanding shares
of Company Common Stock outstanding on the applicable record date;
and
WHEREAS, as an
inducement to Parent’s willingness to enter into the Merger
Agreement and consummate the transactions contemplated thereby,
transactions from which the Stockholder believes it will derive
substantial benefits through its ownership interest in Company, the
Stockholder is entering into this Agreement.
NOW,
THEREFORE, in consideration of the foregoing and the respective
representations, warranties, covenants and agreements set forth
herein, the parties agree as follows:
ARTICLE I
DEFINITIONS
SECTION
1.1 Capitalized Terms. For purposes
of this Agreement, capitalized terms used and not defined herein
shall have the respective meanings ascribed to them in the Merger
Agreement.
ARTICLE II
VOTING AGREEMENT
AND IRREVOCABLE PROXY
SECTION
2.1 Agreement to Vote. The Stockholder hereby agrees
that, during the Voting Period, and at any duly called meeting of
the stockholders of Company (or any adjournment or postponement
thereof), or in any other circumstances (including action by
written consent of stockholders in lieu of a meeting) upon which a
vote, adoption or other approval or consent with respect to the
adoption of the Merger Agreement or the approval of the Merger and
any of the transactions contemplated thereby is sought, the
Stockholder shall, if a meeting is held, appear at the meeting, in
person or by proxy, and shall provide
a written consent or vote (or cause to be voted), in person or by
proxy, all its Subject Shares, in each case (i) in favor of
(A) any proposal to adopt and approve or reapprove the Merger
Agreement and the other transactions contemplated thereby and (B)
waiving any notice that may have been or may be required relating
to the Merger or any of the other transactions contemplated by the
Merger Agreement, and (ii) against (X) any Acquisition Proposal and
any action in furtherance of any such Acquisition Proposal and (Y)
any action, proposal, transaction or agreement that, to the
knowledge of the Stockholder, would reasonably be expected to
result in a material breach of any covenant, representation or
warranty or any other obligation or agreement of the Stockholder
under this Agreement. As used herein, the term “Expiration Time” shall
mean the earliest occurrence of (A) the Effective Time, (B) the
date and time of the valid termination of the Merger Agreement in
accordance with its terms, and the term “Voting Period” shall mean
such period of time between the date hereof and the Expiration
Time.
SECTION
2.2 Grant of Irrevocable
Proxy. The
Stockholder hereby appoints Parent and any designee of Parent, and
each of them individually, as the Stockholder’s proxy, with
full power of substitution and resubstitution, to vote, including
by executing written consents, during the Voting Period with
respect to any and all of the Subject Shares on the matters and in
the manner specified in Section 2.1. The
Stockholder shall take all further action or execute such other
instruments as may be necessary to effectuate the intent of any
such proxy. The Stockholder affirms that the irrevocable proxy
given by it hereby with respect to the Merger Agreement and the
transactions contemplated thereby is given to Parent by the
Stockholder to secure the performance of the obligations of the
Stockholder under this Agreement. It is agreed that Parent (and its
officers on behalf of Parent) will use the irrevocable proxy that
is granted by the Stockholder hereby only in accordance with
applicable Legal Requirements and that, to the extent Parent (and
its officers on behalf of Parent) uses such irrevocable proxy, it
will only vote (or sign written consents in respect of) the Subject
Shares subject to such irrevocable proxy with respect to the
matters specified in, and in accordance with the provisions of,
Section 2.1.
SECTION
2.3 Nature of Irrevocable
Proxy. The proxy
granted pursuant to Section 2.2 to Parent by
the Stockholder shall be irrevocable during the term of this
Agreement, shall be deemed to be coupled with an interest
sufficient in law to support an irrevocable proxy and shall revoke
any and all prior proxies or powers of attorney granted by the
Stockholder and no subsequent proxy or power of attorney shall be
given or written consent executed (and if given or executed, shall
not be effective) by the Stockholder with respect thereto. The
proxy that may be granted hereunder shall terminate upon the
termination of this Agreement, but shall survive the death or
incapacity of the Stockholder and any obligation of the Stockholder
under this Agreement shall be binding upon the heirs, personal
representatives and successors of the Stockholder.
ARTICLE III
COVENANTS
SECTION
3.1 Subject Shares.
(a) The Stockholder
agrees that (i) from the date hereof until the Effective Time, it
shall not, and shall not commit or agree to, without Parent’s
prior written consent, directly or indirectly, whether by merger,
consolidation or otherwise, offer for sale, sell (including
short sales), transfer, tender, pledge, encumber, assign or
otherwise dispose of (including by gift or by operation of law)
(collectively, a “Transfer”), or enter into
any contract, option, derivative, hedging or other agreement or
arrangement or understanding (including any profit-sharing
arrangement) with respect to, or consent to or permit, a Transfer
of, any or all of the Subject Shares or any interest therein; and
(ii) during the Voting Period, it shall not, and shall not commit
or agree to, without Parent’s prior written consent, (A)
grant any proxies or powers of attorney with respect to any or all
of the Subject Shares or agree to vote (or sign written consents in
respect of) the Subject Shares on any matter or divest itself of
any voting rights in the Subject Shares, or (B) take any action
that would have the effect of preventing or disabling the
Stockholder from performing its obligations under this Agreement.
Notwithstanding the foregoing, the Stockholder may (1) make
transfers or dispositions of the Subject Shares to any member of
the immediate family of the Stockholders or to any trust for the
direct or indirect benefit of the Stockholder or the immediate
family of the Stockholder, (2) make transfers or dispositions
of the Subject Shares by will, other testamentary document or
intestate succession to the legal representative, heir, beneficiary
or a member of the immediate family of the Stockholder,
(3) make transfers of the Subject Shares to stockholders,
direct or indirect affiliates (within the meaning set forth in
Rule 405 under the Securities Act of 1933, as amended),
current or former partners (general or limited), members or
managers of the Stockholder, as applicable, or to the estates of
any such stockholders, affiliates, partners, members or managers,
or to another corporation, partnership, limited liability company
or other business entity that controls, is controlled by or is
under common control with the Stockholder, (4) make transfers
that occur by operation of law pursuant to a qualified domestic
relations order or in connection with a divorce settlement,
(5) make transfers or dispositions not involving a change in
beneficial ownership and (6) if the Stockholder is a trust,
make transfers or dispositions to any beneficiary of the
Stockholder or the estate of any such beneficiary. The Stockholder
agrees that any Transfer of Subject Shares not permitted hereby
shall be null and void and that any such prohibited Transfer shall
be enjoined. If any voluntary or involuntary transfer of any
Subject Shares covered hereby shall occur (including, but not
limited to, a sale by the Stockholder’s trustee in
bankruptcy, or a sale to a purchaser at any creditor’s or
court sale), the transferee (which term, as used herein, shall
include any and all transferees and subsequent transferees of the
initial transferee) shall take and hold such Subject Shares subject
to all of the restrictions, liabilities and rights under this
Agreement, which shall continue in full force and
effect.
(b) In the event of a
stock dividend or distribution, or any change in the Subject Shares
by reason of any stock dividend or distribution, split-up,
recapitalization, combination, conversion, exchange of shares or
the like, the term “Subject Shares” shall be deemed to
refer to and include the Subject Shares as well as all such stock
dividends and distributions and any securities into which or for
which any or all of the Subject Shares may be changed or exchanged
or which are received in such transaction. The Stockholder further
agrees that, in the event Stockholder purchases or otherwise
acquires beneficial or record ownership of or an interest in, or
acquires the right to vote or share in the voting of, any
additional Shares, in each case after the execution of this
Agreement, the Stockholder shall deliver promptly to Parent written
notice of such event, which notice shall state the number of
additional Shares so acquired. The Stockholder agrees that any such
additional Shares shall be subject to the terms of this Agreement,
including all covenants, agreements, obligations, representations
and warranties set forth herein as if those additional shares were
owned by the Stockholder on the date of this
Agreement.
SECTION
3.2 Stockholder’s Capacity.
All agreements and understandings made herein shall be made solely
in the Stockholder’s capacity as a holder of the Subject
Shares and not in any other capacity.
SECTION
3.3 Other Offers. Except to the
extent Company is permitted to take such action pursuant to the
Merger Agreement, neither the Stockholder (in the
Stockholder’s capacity as such), shall, nor shall the
Stockholder authorize or permit any of its Representatives to, take
any of the following actions: (i) solicit, initiate, knowingly
encourage or knowingly facilitate an Acquisition Proposal, (ii)
furnish any non-public information regarding Parent to any Person
in connection with or in response to an Acquisition Proposal, (iii)
engage in, enter into, continue or otherwise participate in any
discussions or negotiations with any Person with respect to, or
otherwise knowingly cooperate in any way with any person (or any
representative thereof) with respect to, any Acquisition Proposal,
(iv) approve, endorse or recommend or propose to approve, endorse
or recommend, any Acquisition Proposal or (v) enter into any letter
of intent or similar document or any Contract contemplating,
approving, endorsing or recommending or proposing to approve,
endorse or recommend, any Acquisition Transaction or accepting any
Acquisition Proposal; provided, however, that none of the foregoing
restrictions shall apply to the Stockholder’s and its
Representatives’ interactions with Parent, Merger Sub and
their respective subsidiaries and representatives. Without limiting
the foregoing, it is understood that any violation of the foregoing
restrictions by any Representatives of the Stockholder shall be
deemed to be a breach of this Section 3.3 by the Stockholder.
The Stockholder shall, and shall use reasonable best efforts to
cause its Representatives to, immediately cease any and all
existing discussions or negotiations with any Persons conducted
heretofore with respect to any Acquisition Proposal.
SECTION
3.4 Communications. During the
Voting Period, the Stockholder shall not, and shall use its
reasonable best efforts to cause its Representatives, if any, not
to, directly or indirectly, make any press release, public
announcement or other public communication that criticizes or
disparages this Agreement or the Merger Agreement or any of the
transactions contemplated hereby and thereby, without the prior
written consent of Parent, provided that the foregoing shall not
limit or affect any actions taken by the Stockholder (or any
affiliated officer or director of Stockholder) that would be
permitted to be taken by Stockholder pursuant to the Merger
Agreement. The Stockholder hereby (i) consents to and authorizes
the publication and disclosure by Parent, Merger Sub and Company
(including in any publicly filed documents relating to the Merger
or any transaction contemplated by the Merger Agreement) of: (a)
the Stockholder’s identity; (b) the Stockholder’s
beneficial ownership of the Subject Shares; and (c) the nature of
the Stockholder’s commitments, arrangements and
understandings under this Agreement, and any other information that
Parent, Merger Sub or Company determines to be necessary in any SEC
disclosure document in connection with the Merger or any
transactions contemplated by the Merger Agreement and (ii) agrees
as promptly as practicable to notify Parent, Merger Sub and Company
of any required corrections with respect to any written information
supplied by the Stockholder specifically for use in any such
disclosure document.
SECTION
3.5 Voting Trusts. The Stockholder
agrees that it will not, nor will it permit any entity under its
control to, deposit any of its Subject Shares in a voting trust or
subject any of its Subject Shares to any arrangement with respect
to the voting of such Subject Shares other than as provided
herein.
SECTION
3.6 Waiver of Appraisal Rights. The
Stockholder hereby irrevocably and unconditionally waives, and
agrees not to assert, exercise or perfect (or attempt to exercise,
assert or perfect) any rights of appraisal or rights to dissent
from the Merger or quasi-appraisal rights that it may at any time
have under applicable Legal Requirements, including Section 262 of
the DGCL. The Stockholder agrees not to commence, join in,
facilitate, assist or encourage, and agrees to take all actions
necessary to opt out of any class in any class action with respect
to, any claim, derivative or otherwise, against Parent, Company or
any of their respective successors, directors or officers, (a)
challenging the validity, binding nature or enforceability of, or
seeking to enjoin the operation of, this Agreement or the Merger
Agreement, or (b) alleging a breach of any fiduciary duty of any
Person in connection with the evaluation, negotiation, entry into
or consummation of the Merger Agreement.
ARTICLE IV
REPRESENTATIONS AND
WARRANTIES OF STOCKHOLDER
The
Stockholder hereby represents and warrants to Parent as
follows:
SECTION
4.1 Due Authorization, etc. The
Stockholder is a natural person, corporation, limited partnership
or limited liability company. If Stockholder is a corporation,
limited partnership or limited liability company, Stockholder is an
entity duly organized, validly existing and in good standing under
the laws of the jurisdiction in which it is incorporated, organized
or constituted. The Stockholder has all necessary power and
authority to execute and deliver this Agreement and to consummate
the transactions contemplated hereby. The execution and delivery of
this Agreement and the consummation of the transactions
contemplated hereby by the Stockholder have been duly authorized by
all necessary action on the part of the Stockholder and no other
proceedings on the part of the Stockholder are necessary to
authorize this Agreement, or to consummate the transactions
contemplated hereby. This Agreement has been duly executed and
delivered by the Stockholder and (assuming the due authorization,
execution and delivery by Parent) constitutes a valid and binding
obligation of the Stockholder, enforceable against the Stockholder
in accordance with its terms, except to the extent enforcement is
limited by bankruptcy, insolvency, fraudulent transfer,
reorganization, moratorium and similar Legal Requirements of
general applicability relating to or affecting creditors’
rights and by general equitable principles.
SECTION
4.2 Ownership of Shares.
Schedule I hereto
sets forth opposite the Stockholder’s name the Shares over
which the Stockholder has sole record and beneficial ownership as
of the date hereof. As of the date hereof, the Stockholder is the
lawful owner of the Shares denoted as being owned by the
Stockholder on Schedule
I hereto, has the sole power to vote or cause to be voted
such Shares and has the sole power to dispose of or cause to be
disposed such Shares (other than, if Stockholder is a partnership
or a limited liability company, the rights and interest of persons
and entities that own partnership interests or units in Stockholder
under the partnership agreement or operating agreement governing
Stockholder and applicable partnership or limited liability company
law, or if Stockholder is a married individual and resides in a
state with community property laws, the community property interest
of his or her spouse to the extent applicable under such community
property laws, which spouse hereby consents to this Agreement by
executing the spousal consent attached hereto). The Stockholder
has, and will at all times up until the Expiration Time have, good
and valid title to the Shares denoted as being owned by the
Stockholder on Schedule
I hereto, free and clear of any and all pledges, mortgages,
liens, charges, proxies, voting agreements, encumbrances, adverse
claims, options, security interests and demands of any nature or
kind whatsoever, other than (i) those created by this Agreement, or
(ii) those existing under applicable securities laws.
SECTION
4.3 No Conflicts. (a) No
filing with any Governmental Body, and no authorization, consent or
approval of any other person is necessary for the execution of this
Agreement by the Stockholder and (b) none of the execution and
delivery of this Agreement by the Stockholder, the consummation by
the Stockholder of the transactions contemplated hereby or
compliance by the Stockholder with any of the provisions hereof
shall (i) conflict with or result in any breach of the
organizational documents of the Stockholder, (ii) result in, or
give rise to, a violation or breach of or a default under any of
the terms of any material contract, understanding, agreement or
other instrument or obligation to which the Stockholder is a party
or by which the Stockholder or any of the Subject Shares or its
assets may be bound or (iii) violate any applicable order, writ,
injunction, decree, judgment, statute, rule or regulation, except
for any of the foregoing as would not reasonably be expected to
impair the Stockholder’s ability to perform its obligations
under this Agreement.
SECTION
4.4 Finder’s Fees. No
investment banker, broker, finder or other intermediary is entitled
to a fee or commission from Parent, Merger Sub or Company in
respect of this Agreement based upon any Contract made by or on
behalf of the Stockholder, solely in the Stockholder’s
capacity as a stockholder of Company.
SECTION
4.5 No Litigation. As of the date
of this Agreement, there is no Legal Proceeding pending or, to the
knowledge of the Stockholder, threatened against the Stockholder
that would reasonably be expected to impair the ability of the
Stockholder to perform its obligations hereunder or consummate the
transactions contemplated hereby.
ARTICLE V
TERMINATION
SECTION
5.1 Termination. This Agreement shall automatically
terminate, and neither Parent nor the Stockholder shall have any
rights or obligations hereunder and this Agreement shall become
null and void and have no effect upon the earliest to occur of: (a)
the Effective Time; or (b) the valid termination of the Merger
Agreement in accordance with its terms. The parties acknowledge
that, upon termination of this Agreement as permitted under and in
accordance with the terms of this Article V, no party to this
Agreement shall have the right to recover any claim with respect to
any losses suffered by such party in connection with such
termination, except that, subject to Section 6.11, the termination
of this Agreement shall not relieve either party to this Agreement
from liability for such party’s intentional breach of any
terms of this Agreement. Notwithstanding anything to the contrary
herein, the provisions of this Article V and Article VI shall survive the
termination of this Agreement.
ARTICLE VI
MISCELLANEOUS
SECTION
6.1 Further
Actions. Subject to the
terms and conditions set forth in this Agreement, the Stockholder agrees to take any and all
actions and to do all things reasonably necessary to effectuate
this Agreement.
SECTION
6.2 Fees and Expenses. Except as
otherwise specifically provided herein, each party shall bear its
own expenses in connection with this Agreement and the transactions
contemplated hereby.
SECTION
6.3 Amendments,
Waivers,
etc. This Agreement may not be amended except by an
instrument in writing signed by the parties hereto and specifically
referencing this Agreement. The failure of any party to assert any
rights or remedies shall not constitute a waiver of such rights or
remedies.
SECTION
6.4 Notices. Any notice, request,
instruction or other document required to be given hereunder shall
be sufficient if in writing, and sent by confirmed electronic mail
transmission of a “portable document format”
(“.pdf”) attachment (provided that any notice received
by electronic mail transmission or otherwise at the
addressee’s location on any business day after 5:00 p.m.
(addressee’s local time) shall be deemed to have been
received at 9:00 a.m. (addressee’s local time) on the next
business day), by reliable overnight delivery service (with proof
of service), or hand delivery, addressed as follows:
If to
Parent, to
0000
Xxxxxxxx, Xxxxx 0000
Xxx
Xxxx, Xxx Xxxx 00000
Attention: Chairman
of the Board of Directors
Email:
xxxxxxxxxx@xxxxxxxxxxxxx.xxx
with
a copy to (which shall not constitute notice):
Mintz,
Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
000
Xxxxx Xxxxxx
Xxx
Xxxx, XX 00000
Attn: Xxxxxxx
X. Xxxx
Xxxxxx
X. Xxxxxxxxxx
Email:
xxxxxx@xxxxx.xxx
xxxxxxxxxxxx@xxxxx.xxx
If to the Stockholder, to the address or
electronic mail address set forth on the signature pages
hereto, or to such other person or
address as any party shall specify by written notice so
given.
SECTION
6.5 Headings. Headings of the
Articles and Sections of this Agreement are for convenience of the
parties only and shall be given no substantive or interpretive
effect whatsoever.
SECTION
6.6 Severability. The provisions of
this Agreement shall be deemed severable and the invalidity or
unenforceability of any provision shall not affect the validity or
enforceability of the other provisions hereof. If any provision of
this Agreement, or the application of such provision to any person
or any circumstance, is invalid or unenforceable (a) a suitable and
equitable provision shall be substituted therefor in order to carry
out, so far as may be valid and enforceable, the intent and purpose
of such invalid or unenforceable provision and (b) the remainder of
this Agreement and the application of such provision to other
persons or circumstances shall not be affected by such invalidity
or unenforceability, nor shall such invalidity or unenforceability
affect the validity or enforceability of such provision, or the
application of such provision, in any other
jurisdiction.
SECTION
6.7 Entire Agreement; Assignment.
This Agreement constitutes the entire agreement, and supersedes all
other prior agreements and understandings, both written and oral,
between the parties, or any of them, with respect to the subject
matter hereof. Neither this Agreement nor any of the rights,
interests or obligations hereunder shall be assigned by any of the
parties hereto (whether by operation of law or otherwise) without
the prior written consent of the other parties, except that without
consent, Parent may assign all or any of its rights and obligations
hereunder to any of its Affiliates that assume the rights and
obligations of Parent under the Merger Agreement. Subject to the
preceding two sentences, this Agreement will be binding upon, inure
to the benefit of and be enforceable by the parties hereto and
their respective successors and permitted assigns. Notwithstanding
anything to the contrary set forth herein, the Stockholder agrees
that this Agreement and the obligations hereunder shall be binding
upon any Person to which record or beneficial ownership of the
Stockholder’s Subject Shares shall pass, whether by operation
or law or otherwise, including the Stockholder’s heirs,
guardians, administrators or successors and assigns, and the
Stockholder agrees to take all actions necessary to effect the
foregoing.
SECTION
6.8 Governing Law. THIS AGREEMENT
AND ALL QUESTIONS RELATING TO THE INTERPRETATION OR ENFORCEMENT OF
THIS AGREEMENT SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS
SHALL BE INTERPRETED, CONSTRUED AND GOVERNED BY AND IN ACCORDANCE
WITH THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO THE
CONFLICTS OF LAW PRINCIPLES THEREOF TO THE EXTENT THAT SUCH
PRINCIPLES WOULD DIRECT A MATTER TO ANOTHER
JURISDICTION.
SECTION
6.9 Specific
Performance. The
Stockholder acknowledges that any breach of this Agreement would
give rise to irreparable harm for which monetary damages would not
be an adequate remedy and each of Company and Parent shall be
entitled to a decree of specific performance and to temporary,
preliminary and permanent injunctive relief to prevent breaches or
threatened breaches of any of the provisions of this Agreement,
without the necessity of proving the inadequacy of monetary damages
as a remedy, which shall be the sole and exclusive remedy for any
such breach.
SECTION
6.10 Submission to Jurisdiction. The
parties hereby irrevocably submit to the exclusive personal
jurisdiction of the state and federal courts sitting in the City of
New York, Borough of Manhattan, and hereby waive, and agree not to
assert, as a defense in any action, suit or proceeding for the
interpretation or enforcement hereof, that it is not subject
thereto or that such action, suit or proceeding may not be brought
or is not maintainable in said courts or that the venue thereof may
not be appropriate or that this Agreement may not be enforced in or
by such courts, and the parties hereto irrevocably agree that all
claims relating to such action, suit or proceeding shall be heard
and determined in such courts. The parties hereby consent to and
grant any such court jurisdiction over the person of such parties
and, to the extent permitted by law, over the subject matter of
such dispute and agree that mailing of process or other papers in
connection with any such action or proceeding in the manner
provided in Section
6.4 or in such other manner as may be permitted by Legal
Requirements shall be valid and sufficient service
thereof.
SECTION
6.11 Waiver of Jury Trial. EACH
PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE
UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT
ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND
UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY
JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING
OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT. EACH PARTY CERTIFIES AND
ACKNOWLEDGES THAT (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY
OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH
OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE
THE FOREGOING WAIVER, (ii) EACH PARTY UNDERSTANDS AND HAS
CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (iii) EACH PARTY MAKES
THIS WAIVER VOLUNTARILY, AND (iv) EACH PARTY HAS BEEN INDUCED TO
ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL
WAIVERS AND CERTIFICATIONS IN THIS SECTION 6.11.
SECTION
6.12 Counterparts. This Agreement
may be executed in two or more counterparts (including by facsimile
transmission or other means of electronic transmission, such as by
electronic mail in “pdf” form), each of which shall be
an original, with the same effect as if the signatures thereto and
hereto were upon the same instrument, and shall become effective
when one or more counterparts have been signed by each of the
parties and delivered (by facsimile or otherwise) to the other
parties.
IN
WITNESS WHEREOF, Parent and the Stockholder have caused this
Agreement to be duly executed as of the day and year first above
written.
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DROPCAR INC.
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By:
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Name:
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Title:
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[STOCKHOLDER]
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Address:
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Electronic Mail
Address:
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[Signature
Page to Voting Agreement]
