VOTING AGREEMENT
THIS VOTING AGREEMENT ("Agreement"), dated this 19th day of November, 2001,
by and among XXXX X. XXXXXXX, with an office at 50 Xxxxxxx Xxxxxxxxx Boulevard,
Suite 206, Xxxxxxx Field, New York 11553, XXXXXXX XXXXXXXX, with an office at
0000 Xxxxxxxx Xxxxxxxx Xxxxxxx, Xxxxxxx, Xxx Xxxx 00000, XXXXX X. XXXXX, with an
office at 0000 Xxxxxxxx Xxxxxxxx Xxxxxxx, Xxxxxxx, Xxx Xxxx 00000 (each a
"Party" and collectively, the "Parties") and Vizacom Inc., a Delaware
corporation with offices at 0000 Xxxxxxxx Xxxxxxxx Xxxxxxx, Xxxxxxx, Xxx Xxxx
00000.
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, Vizacom Inc., a Delaware corporation (the "Company") has executed
an Agreement and Plan of Merger (the "Merger Agreement"), dated as of November
19, 2001, by and among the Company, SpaceLogix Acquisition Corp., a Delaware
corporation and a wholly owned subsidiary of the Company ("Merger Sub"), and
SpaceLogix, Inc., a Delaware corporation ("Seller"), pursuant to which Seller
has agreed to merge with and into Merger Sub (the "Merger");
WHEREAS, in connection with the Merger, the Company has agreed to issue to
the shareholders of Seller shares of the Company's common stock, par value $.001
per share (the "Common Stock"), and warrants or options to purchase Common
Stock;
WHEREAS, the Company intends to seek the approval of its shareholders in
connection with such issuance;
WHEREAS, pursuant to Section 5.1 of the Merger Agreement, the Company has
requested the Parties to agree to vote in favor of such issuance; and
WHEREAS, the Parties believe that it is in their mutual best interests to
vote their shares of Common Stock in favor of such issuance.
NOW, THEREFORE, in consideration of the premises and the mutual promises
set forth in this Agreement, and for other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the Parties hereby
agree as follows:
1. Voting. Each Party hereby covenants and agrees to vote, at all meetings
of the stockholders of the Company however called at any time, and in all
actions by written consent of the stockholders of the Company at any time, all
voting securities of the Company (whether now owned or hereafter acquired) which
each such Party owns beneficially or of record (within the meaning of Rule
13(d)(3) promulgated under the Securities Exchange Act of 1934) in favor of the
issuance of the Common Stock, including Common Stock underlying options and
warrants, to the stockholders of Seller contemplated by the Merger Agreement.
2. Governing Law. This Agreement shall be construed, interpreted and
enforced in accordance with and shall be governed by the laws of the State of
Delaware, without regard to the principles of conflicts of laws or the actual
domiciles of the Parties.
3. Binding Effect. This Agreement shall bind and inure to the benefit of
the Parties, their successors and assigns.
4. Notices. All notices, requests, demands and other communications which
are required to be or which may be given under this Agreement shall be in
writing and shall be deemed to have been duly given when: (a) transmitted by
facsimile transmission electronically confirmed for receipt, (b) delivered by
hand against written receipt therefor, (c) received after dispatch by Express
Mail, Federal Express, other overnight delivery service or by certified or
registered first class mail return receipt requested, in any such case with
delivery charges prepaid, to the party to whom the same is so given or made, at
the following addresses (or such other address as shall be provided by notice in
accordance with this Section 4):
(a) If to Xxxx X. Xxxxxxx, to:
c/x Xxxxxxx & Xxxxxxxx, LLC
00 Xxxxxxx Xxxxxxxxx Xxxx., Xxxxx 000
Xxxxxxx Field, New York 11553
Attention: Xxxx X. Xxxxxxx, Esq.
Facsimile: (000) 000-0000
(b) If to Xxxxxxx XxXxxxxx, to:
c/o Vizacom Inc.
0000 Xxxxxxxx Xxxxxxxx Xxxxxxx
Xxxxxxx, Xxx Xxxx 00000
Attention: Xxxxxxx XxXxxxxx
Facsimile: (000) 000-0000
(c) If to Xxxxx X. Xxxxx, to:
c/o Vizacom Inc.
0000 Xxxxxxxx Xxxxxxxx Xxxxxxx
Xxxxxxx, Xxx Xxxx 00000
Attention: Xxxxx X. Xxxxx
Facsimile: (000) 000-0000
5. Headings. The headings in this Agreement are for purposes of reference
only and shall not be considered in construing this Agreement.
6. Counterparts. This Agreement may be executed in counterparts, all of
which shall be deemed to be duplicate originals.
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IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the
day and year first above written.
VIZACOM INC.
By: /s/ Xxxxxxx XxXxxxxx
-------------------------------
Name: Xxxxxxx XxXxxxxx
Title: President
/s/ Xxxx X. Xxxxxxx
-------------------------------
Xxxx X. Xxxxxxx
/s/ Xxxxxxx XxXxxxxx
---------------------------------
Xxxxxxx XxXxxxxx
/s/ Xxxxx X. Xxxxx
-------------------------------
Xxxxx X. Xxxxx
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