EX-99.B3
Voting Agreement
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VOTING agreement
VOTING AGREEMENT, ("Agreement") dated as of November 16, 1999 by and
between XXXXXX XXXXXX ("Xxxxxx") and XXXXX LLC ("Xxxxx").
w i t n e s s e t h
WHEREAS, Cakewalk LLC ("Cakewalk") has entered into that certain
Contribution Agreement, dated as of October 29, 1999 (the "Contribution
Agreement") with XXXxxx.xxx, Inc. ("CDBeat"), pursuant to which Cakewalk has
agreed to contribute and assign to CDBeat substantially all of the assets of
Cakewalk in exchange for 90% shares of the common stock of CDBeat; and
WHEREAS, upon the closing of the transactions contemplated by the
Contribution Agreement (the "Closing"), Xxxxxx shall be elected to the Board of
Directors of CDBeat;
WHEREAS, Dylan has entered into that certain Amendment Agreement, dated as
of November __, 1999, among and Atlantis Equities, Inc., an affiliate of Dylan
("Atlantis"), Cakewalk and CDBeat, pursuant to which that certain Stock Purchase
Warrant, dated as of September 23, 1999 owned by Atlantis (the "Atlantis
Warrant") will be amended and split into two warrants, one of which will be
assigned to Dylan and will require Dylan to pay to CDBeat $900,000 for 7,037,183
shares of CDBeat Stock issuable upon exercise of such warrant (the "Dylan
Stock"), and the other of which will be retained by Atlantis and will require
Atlantis to pay to CDBeat $100,000 to acquire 781,909 shares of CDBeat Stock
(the "Atlantis Stock") and 762,064 options from CDBeat which shall be
exercisable at $2.50 each until December 31, 2000 (the "Options");
NOW, THEREFORE, in consideration of the foregoing, and of the mutual
promises and covenants contained herein, it is hereby agreed as follows:
1. Board Representation. If, following the Closing, the Board of Directors of
CDBeat (the "CDBeat Board") is expanded to seven (7) members, Dylan shall have
the right to designate two (2) representatives to the CDBeat Board (the "Dylan
Designees"), and must consent to any expansion of the CDBeat Board. Xxxxxx
agrees to vote all shares beneficially owned by him in favor of the election of
the Dylan Designees to the CDBeat Board , and Dylan agrees to vote all shares
owned by it in favor of the election of Xxxxxx or his designee to the CDBeat
Board. The Dylan Designees shall be entitled to receive the same compensation
(stock options, fees, etc.) as are received by other non-management CDBeat Board
members.
2. Director and Officer Insurance. The parties agree to cause CDBeat promptly to
obtain Director and Officer insurance with a minimum of $3 million of coverage,
and use its best efforts to obtain $5 million of such coverage.
3. Governing Law. This Agreement shall be governed and construed in accordance
with the laws of the State of New York applicable to agreements made and to be
performed entirely within such state.
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4. Counterparts. The Agreement may be executed in any number of counterparts,
each of which shall be deemed to be an original as against any party whose
signature appears thereon, and all of which shall together constitute one and
the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Voting Agreement
on the date set forth above.
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Xxxxxx Xxxxxx
DYLAN LLC
By:___________________________
Name: Xxxxx Xxxxx
Title: President
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