VOTING AGREEMENT
This
Voting Agreement (the “Voting
Agreement”)
is
dated as of February 9, 2007 and is entered into between the undersigned
Investor and eXegenics Inc., a Delaware corporation ("Company"),
pursuant to, and in accordance with, the stock purchase agreement dated August
14, 2006, as amended as of November 30, 2006 (the "Stock
Purchase Agreement"),
among
the Company and the persons identified in Exhibit
A to
the
Stock Purchase Agreement (collectively the “Investors”).
W
I T N E S S E T H:
WHEREAS,
pursuant to the Stock Purchase Agreement the Investors acquired a total of
19,440,491 shares of eXegenics common stock, par value $.01 per share (the
“Common
Stock”),
the
number of shares of Common Stock acquired by the undersigned Investor is set
forth on the Signature Page to this Voting Agreement; and
WHEREAS,
the Stock Purchase Agreement provides, among other things, that the undersigned
Investor shall enter into this Voting Agreement.
NOW,
THEREFORE, in consideration of the premises set forth in the Stock Purchase
Agreement and for other good and valuable consideration the receipt and
sufficiency of which are hereby acknowledged, the parties hereto, intending
to
be legally bound, hereby agree as follows:
1. Voting
Agreement
- The
undersigned Investor will vote its shares of Common Stock, whether owned now
or
hereafter acquired, in accordance with the provisions hereof on all of the
following: The undersigned Investor hereby agrees (x) to be present in person
or
by proxy at any meeting of stockholders to elect directors of the Company for
purposes of establishing a quorum and (y) to vote its shares of Common Stock
for, or give its written consent to, the election of each of Xxxx X. Xxxxxxxxx
and Xxxxxx Xxxxx as directors of the Company.
2. No
Ownership Interest
-
Nothing contained in this Voting Agreement shall be deemed to vest in the
Company or in the other Investors, any direct or indirect ownership or incidents
of ownership of or with respect to any shares of Common Stock owned by the
undersigned Investor. All rights, ownership and economic benefits of and
relating to the shares of Common Stock subject to this Voting Agreement shall
remain and belong to the undersigned Investor who is the record owner of such
shares and neither the Company nor the other Investors shall have authority
to
manage, direct, superintend, restrict, regulate, govern or administer any of
the
policies or operations of the Company or exercise any power or authority to
direct the undersigned Investor who is the record owner of shares of Common
Stock in the voting of any of its shares of Common Stock, except as otherwise
expressly provided herein in Section 1 above.
3. Amendment
and Modification
- This
Voting Agreement may not be amended, modified or supplemented without the prior
written approval of such amendment, modification or supplement by the Company
and the undersigned Investor; provided, in no event, shall any amendment,
modification or supplement in any way alter the undersigned Investor’s Voting
Agreement set forth in Section 1 of this Stock Purchase Agreement.
4. Entire
Agreement
- This
Voting Agreement evidences the entire agreement among the parties hereto with
respect to the matters provided for herein. This Voting Agreement supersedes
any
agreements among the undersigned Investor and the Company concerning the subject
matter contained herein.
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5. Severability
- The
parties agree that if any provision of this Voting Agreement shall under any
circumstances be deemed invalid or inoperative, this Voting Agreement shall
be
construed with the invalid or inoperative provisions deleted and the rights
and
obligations of the parties shall be construed and enforced
accordingly.
6. Not
Binding on Director
-
Nothing contained in this Voting Agreement shall be deemed to direct, restrict,
regulate or govern the undersigned Investor’s actions or authority as a director
of the Company.
7. Counterparts
- This
Voting Agreement may be executed in multiple counterparts, each of which will
for all purposes be deemed to be an original and all of which will constitute
one and the same agreement. A signature to this Voting Agreement delivered
by
telecopy or other electronic means will be deemed valid.
8. Governing
Law
- This
Voting Agreement shall be governed by the internal laws of the State of New
York, without regard to principles of conflict of laws.
9. Headings.
The
headings for the paragraphs of this Voting Agreement are inserted for
convenience only and shall not constitute a part hereof or affect the meaning
or
interpretation of this Voting Agreement.
10. Form
of Pronouns; Number; Construction.
Whenever the context may require, any pronoun used herein shall include the
corresponding masculine, feminine or neuter forms, and the singular form of
nouns, pronouns and verbs shall include the plural and vice versa. Unless
otherwise specified, references to Sections or Articles are to the Sections
or
Articles in this Voting Agreement. Unless the context otherwise requires, the
term "including" shall mean "including, without limitation".
11. Termination/Trigger
- This
Voting Agreement shall terminate upon the first to occur: (i) that date which
is
three years from the Closing Date (as that term is defined in the Stock Purchase
Agreement); or (ii) the death of, or resignation or removal of Xxxx X. Xxxxxxxxx
or Xxxxxx Xxxxx as directors of the Company, but in the event the occurrence
(i.e.,
the death, resignation or removal)
is only
as to Xxxx X. Xxxxxxxxx or only as to Xxxxxx Xxxxx, than such termination shall
only be effective as to that person and shall continue with respect to the
other.
12. Survival
- This
Voting Agreement shall be binding upon the parties hereto, and each such party’s
heirs, legatees, guardian and other legal representatives. This Voting Agreement
shall survive the death or incapacity of the undersigned Investor or the sale
or
change-in-control of the undersigned Investor.
[Signature
Pages Follow]
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