Exhibit 10.24
ZAPME! CORPORATION
VOTING AGREEMENT
THIS AGREEMENT is made as of the 28th day of May, 1999, by and among
ZapMe! Corporation, a California corporation (the "Company"), Xxxxx
Xxxxxxxxx, and QuestMark Partners, L.P. ("QuestMark Partners").
WHEREAS, QuestMark Partners is investing as of the date hereof pursuant
to that certain Series D Preferred Stock Purchase Agreement (the "Stock
Purchase Agreement"), dated March 31, 1999, by and among the Company and the
purchasers of the Company's Series D Preferred Stock listed on SCHEDULE A
thereto;
WHEREAS, to induce QuestMark Partners to invest, the parties desire to
enter into this Agreement to permit a representative of QuestMark Partners to
be nominated as a member of the Company's Board of Directors and to provide
for the voting of certain shares for such representative's election; and
IT IS HEREBY AGREED AS FOLLOWS:
1. AGREEMENT TO NOMINATE. During the term of this Agreement, the
Company hereby agrees to take such actions as are necessary to nominate for
election to the Company's Board of Directors one (1) individual designated by
QuestMark Partners (the "QUESTMARK PARTNERS NOMINEE"), separate from the
Series D Preferred Director, as contemplated by and defined in the Company's
Amended and Restated Articles of Incorporation.
2. AGREEMENT TO VOTE. During the term of this Agreement, Xxxxx
Xxxxxxxxx hereby agrees and covenants to vote all of the shares of the
Company's voting securities now or hereafter owned by him, whether
beneficially or otherwise (the "Shares"), as is minimally necessary (together
with the vote of all of the voting securities of the Company held by
QuestMark Partners, when cumulated and voted in favor of the QuestMark
Partners Nominee) at a meeting of shareholders of the Company, or by written
consent in lieu of any such meeting, to cause to be elected to the Company's
Board of Directors the QuestMark Partners Nominee.
3. REMOVALS; VACANCIES. The Company hereby agrees to take such actions
as necessary, and Xxxxx Xxxxxxxxx agrees to vote his Shares and take such
other actions as are necessary for the removal of any QuestMark Partners
Nominee who is elected to the Board pursuant to Section 2 upon the request of
QuestMark Partners and for the election to the Board of a substitute
designated by QuestMark Partners in accordance with the provisions of Section
1 and Section 2 hereof.
4. SUCCESSORS IN INTEREST. The provisions of this Agreement shall be
binding upon the successors in interest of the Shareholder to any of the
Shares. The Company shall not permit the transfer of any Shares on its books
or issue a new certificate representing any Shares unless and until the
person to whom such security is to be transferred shall have executed a
written agreement pursuant to which such person becomes a party to this
Agreement and agrees to be bound by all the provisions hereof as if such
person was a party hereunder.
5. TERMINATION. This Agreement shall terminate upon the occurrence of
the first closing of a firm commitment underwritten public offering pursuant
to an effective registration statement under the Securities Act of 1933, as
amended, covering the offer and sale of common stock for the account of the
corporation to the public.
6. AMENDMENTS AND WAIVERS. Any term hereof may be amended and the
observance of any term hereof may be waived (either generally or in a
particular instance and either retroactively or prospectively) only with the
written consent of the Company, the Shareholder and QuestMark Partners. Any
amendment or waiver so effected shall be binding upon the Company, the
Shareholder and QuestMark Partners.
7. SEVERABILITY. Whenever possible, each provision of this Agreement
shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement shall be held to be
prohibited by or invalid under applicable law, such provision shall be
effective only to the extent of such prohibition or invalidity, without
invalidating the remainder of such provision or the remaining provisions
of this Agreement.
8. GOVERNING LAW. This Agreement shall be governed by and construed
under the laws of the State of California as applied to contracts among
California residents entered into and to be performed entirely within
California.
9. COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
10. SUCCESSORS AND ASSIGNS. Except as otherwise provided in this
Agreement, the provisions hereof shall inure to the benefit of, and be
binding upon, the successors and assigns of the parties hereto.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year hereinabove first written.
ZAPME! CORPORATION
By: /s/ Xxxxx Xxxxxxxxx
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Print Name: Xxxxx Xxxxxxxxx
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Title: CEO
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XXXXX XXXXXXXXX
/s/ Xxxxx Xxxxxxxxx
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QUESTMARK PARTNERS, L.P.
By: /s/ Xxxxxx X. Xxxxxxxx
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Print Name: Xxxxxx X. Xxxxxxxx
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Title: President & COO
QuestMark Advisors, LLC
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