VOTING AGREEMENT
This Voting Agreement (the "Agreement") is made and entered into this
1st day of November, 1998, between and among Jalate, Ltd., a California
corporation (the "Company"), Xxxxxx X. Xxxxx ("Xx. Xxxxx"), Xxxxx Xxxxxx
("Xx. Xxxxxx"), and Xxxxxxx X. XxXxxxx ("Xx. XxXxxxx") (Xx. Xxxxx and Xx.
Xxxxxx are hereinafter collectively referred to as the "Shareholders").
A. The Company, Xx. XxXxxxx, Xxxxxxxxx X. Xxxxxxx and Xxxx X. Xxxxx
(Xx. XxXxxxx, Xx. Xxxxx and Xx. Xxxxxxx are hereinafter collectively referred
to as the "Holders") have agreed to enter into a Conversion Agreement (the
"Conversion "greement") which contemplates, among other things, the
conversion of the outstanding principal amounts of certain subordinated
secured promissory notes held by the Holders into shares of common stock, no
par value, of the Company ("Common Stock").
B. The Shareholders acknowledge that, as shareholders of the Company,
they will personally derive material benefits from the consummation of the
transactions contemplated by the Conversion Agreement. The Shareholders
further acknowledge and agree that the Holders are not willing to enter into
the Conversion Agreement unless the Shareholders execute this Agreement.
NOW, THEREFORE, in consideration of the foregoing premises and the
mutual covenants and agreements set forth herein and in the Conversion
Agreement, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto covenant and
agree as follows:
1. OBLIGATION TO VOTE COMPANY STOCK. Provided that Xx. XxXxxxx
continues to beneficially own (within the meaning of Rule 13d-3 of the
Securities Exchange Act of 1934, as amended) at least ten percent (10%) of
the issued and outstanding Common Stock, each of the Shareholders shall vote
all shares of Common Stock beneficially owned by him for the election of Xx.
XxXxxxx to the Board of Directors of the Company. The type of securities
which Xx. XxXxxxx is required to beneficially own and which the Shareholders
are required to vote pursuant to this Section 1 shall be appropriately
adjusted to reflect any stock dividend, recapitalization or similar action.
2. SPECIFIC PERFORMANCE. The parties agree that this Agreement may be
enforced by any party hereto by bringing suit in any court having
jurisdiction within the State of California, County of Los Angeles, for
specific performance of the terms of this Agreement, it being specifically
agreed that damages at law would be inadequate to compensate for breach of
this Agreement (provided, however, that the right to any such damages is not
waived by any of the Holders). In any action brought by a party hereto to
enforce the obligations of any other party hereto, the prevailing party shall
be entitled to collect from the other parties to such action such party's
reasonable attorneys' fees, court costs and other expenses incidental to such
litigation.
3. GENERAL. In the event that any term or provision of this Agreement
is held by a court of competent jurisdiction to be invalid, void or
unenforceable, the remainder of the terms and provisions of this Agreement
shall remain in full force and effect and shall in no way be affected,
impaired or invalidated. Neither this Agreement nor any of the parties=
rights or obligations hereunder shall be assignable by a party without the
prior written consent of all of the parties hereto. This Agreement may not
be amended except by a written instrument executed by all of the parties
hereto. This Agreement may be executed in separate counterparts, each of
which when executed and delivered shall be an original, but all such
counterparts shall together constitute one and the same instrument. This
Agreement shall be governed by and construed in accordance with the internal
laws of the State of California, without regard to any applicable conflicts
of law principles thereof, including all matters of construction, validity
and performance.
IN WITNESS WHEREOF, this Agreement has been duly executed by each of the
parties as of the date first above written.
COMPANY: JALATE, LTD.
By:
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Xxxx Xxxxxxxxxxx, Vice President and Chief
Financial Officer
SHAREHOLDERS:
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Xxxxxx X. Xxxxx
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Xxxxx Xxxxxx
XX. XxXXXXX:
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Xxxxxxx X. XxXxxxx
