EXHIBIT 10.1
FORM OF VOTING AGREEMENT
AGREEMENT ("Agreement"), dated November 4, 1998, by and among Research
Partners International, Inc. ("Company"), RPII Acquisition Corp. ("Newco"),
Xxxxxx, Xxxxxxx Inc. ("GBI") and the undersigned stockholder, officer and/or
director ("Undersigned") of the Company.
WHEREAS, the Company, GBI, Newco and certain stockholders of GBI have
executed that certain Agreement and Plan of Merger, dated the date hereof
("Merger Agreement");
WHEREAS, the Merger is contingent upon the approval of the Merger and the
Merger Agreement by the Company's stockholders, and the Undersigned desires to
facilitate the Merger by agreeing to vote the Undersigned's shares of the Common
Stock of the Company, par value $.0001 per share ("Company Common Stock"), and
any Company Common Stock over which the Undersigned has voting control in favor
of the Merger and the Merger Agreement; and
WHEREAS, pursuant to Section 6.10 of the Merger Agreement, the Undersigned
desires to confirm his agreement to irrevocably agree to vote in favor of the
Merger and the Merger Agreement.
NOW, THEREFORE, in consideration of the mutual agreements, provisions and
covenants set forth in the Merger Agreement and hereinafter in this Agreement,
the Undersigned represents and agrees as follows:
1. Transfer Restriction. The Undersigned will not sell, transfer or otherwise
dispose of, or reduce his interest in any shares of Company Common Stock
currently owned or hereafter acquired by him prior to the earlier of the
termination of the Merger Agreement in accordance with the terms thereof or the
consummation of the Merger ("Termination Date").
2. Voting Agreement. At the special meeting of the stockholders of the Company
to be called for the purpose of considering the approval of the Merger and the
Merger Agreement (and at all adjournments thereof), the Undersigned irrevocably
agrees to vote all of the Company Common Stock owned by the Undersigned or over
which the Undersigned has voting control (collectively, the "Controlled
Shares"), in favor of the Merger and the Merger Agreement.
3. Miscellaneous.
3.1 Authority. The Undersigned represents and warrants that the Undersigned
has all necessary power and authority to execute this Agreement and to cause the
Controlled Shares to be voted as provided herein, and the Undersigned has duly
executed and delivered this Agreement.
3.2 Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York without giving effect to the
principles of conflict of laws thereof.
3.3 Counterparts. This Agreement may be executed in any number of
counterparts, all of which taken together shall constitute one and the same
instrument, and any and all of the parties hereto may execute this Agreement by
signing any such counterpart.
3.4 Termination. This Agreement shall terminate upon the Termination Date.
3.5 Successors. This Agreement shall be binding on the Undersigned's'
successors and assigns, including his heirs, executors and administrators.
3.6 Understanding. The Undersigned has carefully read this Agreement and
discussed its requirements, to the extent the Undersigned believed necessary,
with its counsel or counsel for the Company.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the date first above written.
RESEARCH PARTNERS INTERNATIONAL, INC. RPII ACQUISITION CORP.
/s/ Xxxxx X. Xxxx /s/ Xxxxx X. Xxxxxxxx
By:______________________________ By:________________________
Name: Xxxxx X. Xxxx Name: Xxxxx X. Xxxxxxxx
Title: Chief Operating Officer Title: President
XXXXXX, XXXXXXX INC. Stockholder, Officer and/or Director
/s/ Xxxxxxx X. Xxxxxxxxxx
By:______________________________ ____________________________________
Name: Xxxxxxx X. Xxxxxxxxxx Name:
Title: President
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