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EXHIBIT 10.44
VOTING AGREEMENT
THIS AGREEMENT is made and entered into as of the 7th day of April,
1999, by and between XXXXXX X. XXXXX ("Xxxxx"), and AMERICAN COIN MERCHANDISING,
INC., a Colorado corporation (the "Company"), and the corporate secretary of the
Company ("Trustee").
1. Background. Lapin owns 465,932 shares of Common Stock in the Company
(the "Shares"). In order to facilitate continuity in the management of the
Company and to promote the long-term growth and success of the Company, the
parties desire to provide in this Agreement for Trustee to have the power and
authority to vote the Shares owned by Lapin on all corporate actions. The
parties further desire for Trustee to vote the Shares in accordance with the
recommendations of a majority of the Company's continuing Directors (the
"Continuing Directors"). The consideration for this Agreement is the mutual
promises and undertakings contained herein, and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged.
2. Voting of Shares. The parties hereby agree that, at any annual or
special meeting of the shareholders of the Company during the term of this
Agreement, or pursuant to any action taken by written consent of the
shareholders of the Company during the term of this Agreement, the Shares shall
be voted by Trustee as directed by a majority of the Continuing Directors (who
are defined as the Directors then serving from among Xxxxx Xxxxxxx, Xxxx
Xxxxxxxx, Xxxx Xxxxx, Xxxx Xxxxxxx, and Xxxx Xxxxxxxx. In directing how the
Trustee shall vote the Shares, the Continuing Directors shall use their business
judgment as required by Delaware corporate law.
3. Proxy. Concurrent with the execution of this Agreement, Lapin shall
execute an irrevocable proxy appointing Trustee as his true and lawful attorney
in fact to vote the Shares.
4. All Other Rights Retained. The parties acknowledge that, except as
expressly provided herein, Lapin shall retain all of the rights, powers and
privileges of a shareholder of the Company with respect to the Shares, pursuant
to the Company's Articles of Incorporation, as amended, and in accordance with
applicable law.
5. Termination of Agreement. This Agreement shall terminate with
respect to any shares sold pursuant to the provisions of that certain Stock
Restriction Agreement by and between Lapin and the Company, dated as of the date
hereof, effective upon the closing of such a sale. This Agreement shall also
terminate at such time as none of the following directors (Xxxxx Xxxxxxx, Xxxx
Xxxxxxxx, Xxxx Xxxxx and Xxxx Xxxxxxx) are Continuing Directors. Otherwise, this
Agreement shall terminate concurrently with the termination of Lapin's
consulting relationship with the Company under the terms of that certain
Management Transition Agreement, dated as of the date hereof, between the
Company and Lapin.
6. Miscellaneous. This Agreement shall be binding upon and shall inure
to the benefit of the parties and their respective heirs, personal
representatives, successors and assigns. This Agreement shall be governed by the
laws of the State of Colorado and shall be specifically enforceable to the
extent permitted by such laws.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year first written above.
AMERICAN COIN MERCHANDISING, INC. TRUSTEE
/s/ Xxxxxxx X. Xxxxxxx /s/ Xxxxxxx X. Xxxxxxx
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By: Xxxxxxx X. Xxxxxxx By: Xxxxxxx X. Xxxxxxx
Its: Chief Operating Officer Its: Corporate Secretary
/s/ Xxxxxx X. Xxxxx
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Xxxxxx X. Xxxxx, individually
