CIBT EDUCATION GROUP INC. STOCKHOLDERS’ VOTING AGREEMENT
CIBT EDUCATION GROUP INC.
This Agreement dated as of December 10, 2007 is entered into by and among CIBT Education Group
Inc., a corporation governed by the laws of the Province of British Columbia (the “Company”), Xxxxx
Corporation S.á.x.x., a private limited liability company (société á responsibilité limitée) under
the laws of the Grand-Duchy of Luxembourg (“Xxxxx”) and the individuals and entities listed on the
signature pages hereto holding common shares or other interests in common shares of the Company
(individually, a “Stockholder” and collectively, the “Stockholders”).
Recitals:
1. The Stockholders own certain outstanding common shares (“Common Shares”) and interests in
common shares of the Company;
2. Xxxxx is acquiring 10,000,000 Common Shares pursuant to the Agreement and Plan of
Reorganization of even date herewith (the “Reorganization Agreement”); and
3. Xxxxx and the Stockholders wish to provide for Shane’s continuing representation on the
Board of Directors of the Company in the manner set forth below.
In consideration of the mutual covenants contained herein and the consummation of the
transactions contemplated by the Reorganization Agreement, and for other valuable consideration,
receipt of which is hereby acknowledged, the parties hereto agree as follows:
1. Voting of Subject Shares.
(a) In any and all elections of directors of the Company (whether at a meeting or by written
consent in lieu of a meeting), each Stockholder shall vote or cause to be voted all Subject Shares
(as defined in Section 2 below) owned by such Stockholder, or over which such Stockholder has
voting control, and otherwise use such Stockholder’s best efforts, so as to elect as directors two
members designated by Xxxxx (the “Xxxxx Directors”). The director(s) initially designated by Xxxxx
are Xxxxx Xxxxxxx and Xxxx Xxxxxxx and, unless otherwise agreed by the Stockholders and Xxxxx,
Xxxxx will designate, through the second anniversary hereof, Xx. Xxxxxxx as one of the Xxxxx
Directors.
(b) The Stockholders shall not vote to remove either Xxxxx Director unless (i) the
Stockholders are instructed to remove such director by Xxxxx; (ii) Xxxxx is no longer entitled to
designate such director in accordance with this Agreement; or (iii) such director acts in bad faith
or engages in willful misconduct.
(c) The Company shall provide the Stockholders with 15 days’ prior written notice of any intended
mailing of a notice to stockholders for a meeting at which directors are to be elected. Xxxxx
shall give written notice to all other parties to this Agreement, no later than
five business days prior to such mailing, of the persons designated pursuant to Section 1(a)
as nominees for election as directors, and provide such information concerning such persons as may
be required to be included in the materials required in connection with the meeting. The Company
agrees to nominate and recommend for election as directors the individuals designated, or to be
designated, pursuant to Section 1(a). If Xxxxx shall fail to give notice to the Company as
provided above, it shall be deemed that the designees then serving as directors shall be the
designees for reelection.
2. Subject Shares. “Subject Shares” shall mean and include any and all Common Shares
and/or shares of capital stock of the Company, by whatever name called, which carry voting rights
(including voting rights which arise by reason of default) and shall include any such shares now
owned or subsequently acquired by a Stockholder, however acquired, including without limitation
stock splits and stock dividends.
3. Termination. This Agreement shall terminate in its entirety upon the earlier of
(i) such time as Xxxxx or its affiliates or their respective successors and assigns hold less than
10% of the outstanding Common Shares and (ii) the second anniversary of the date hereof.
4. No Revocation. The voting agreements contained herein are coupled with an interest
and may not be revoked, except by an amendment, modification or termination effected in accordance
with Section 3 or 6(g) hereof. Nothing in this Section 4 shall be construed as limiting the
provisions of Section 3 or 6(g) hereof.
5. Obligations Binding on Transferees. Any person or entity affiliated with or
related to a Stockholder to which Subject Shares are transferred by a Stockholder, whether
voluntarily or by operation of law, shall be bound by the voting obligations imposed upon the
transferor under this Agreement, to the same extent as if such transferee were a Stockholder
hereunder; and no Stockholder shall transfer any Subject Shares to an affiliate or relative of a
Stockholder unless such transferee provides a written instrument to the Company notifying the
Company of such transfer and agreeing in writing to be bound by the terms of this Agreement.
6. General.
(a) Severability. The invalidity or unenforceability of any provision of this
Agreement shall not affect the validity or enforceability of any other provision of this Agreement.
(b) Irrevocable Proxy. Each Stockholder hereby constitutes and appoints the executive
officers of the Company, and each of them, with full power of substitution, as the proxies of such
Stockholder with respect to the matters upon which such Stockholder is obligated to vote in
accordance with Section 1, and hereby authorizes each of them to represent and to vote, if and only
if such Stockholder (i) fails to vote or (ii) attempts to vote (whether by proxy, in person or by
written consent) in a manner that is inconsistent with the terms of this Agreement, all of such
Stockholder’s Subject Shares in accordance with the terms and provisions of this Agreement. The
proxy granted pursuant to the immediately preceding sentence is given in consideration of the
agreements and covenants of the Company and the other Stockholders in connection with the
transactions contemplated by this Agreement and, as such, is coupled with
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an interest and shall be irrevocable unless and until this Agreement terminates pursuant to
Section 3 hereof. Each Stockholder hereby revokes any and all previous proxies with respect to the
Subject Shares and shall not hereafter, unless and until this Agreement terminates pursuant to
Section 4 hereof, purport to grant any other proxy or power of attorney with respect to any of the
Subject Shares, deposit any of the Subject Shares into a voting trust or enter into any agreement
(other than this Agreement), arrangement or understanding with any person, directly or indirectly,
to vote, grant any proxy or give instructions with respect to the voting of any of the Subject
Shares, except in each case in a manner consistent with the voting obligations set forth in Section
1.
(c) Specific Performance. In addition to any and all other remedies that may be
available at law in the event of any breach of this Agreement, each party hereto shall be entitled
to specific performance of the agreements and obligations of the Stockholders hereunder and to such
other injunctive or other equitable relief as may be granted by a court of competent jurisdiction.
(d) Governing Law. This Agreement shall be governed by and construed in accordance
with the laws of the Province of British Columbia and the laws of Canada applicable therein,
without regard to its conflict of law provisions.
(e) Notices. All notices, requests, consents, and other communications under this
Agreement shall be in writing and shall be deemed delivered (i) five business days after being sent
by registered or certified mail, return receipt requested, postage prepaid or (ii) one business day
after being sent via a reputable overnight courier service guaranteeing next business day delivery,
in each case to the intended recipient as set forth below:
If to the Company, at CIBT Education Group Inc., 1200 – 000 Xxxx Xxxxxxxx, Xxxxxxxxx XX,
Xxxxxx X0X 0X0 Attention: Xxxx Xxx, or at such other address as may have been furnished in writing
by the Company to the other parties hereto, with a copy (which shall not constitute notice
hereunder) to Maitland & Company, 000 Xxxx Xxxxxx, Xxxxx 000, Xxxxxxxxx, Xxxxxxx Xxxxxxxx,
Xxxxxx X0X 0X0, Attention: Xxx Xxxxx, Esq.; or
If to Xxxxx, at Xxxxx Corporation S.a.r.l. c/o Camden Partners, 000 Xxxx Xxxxx Xxxxxx,
Xxxxx 0000, Xxxxxxxxx, XX 00000, Attention: Xxxxx Xxxxxxx, or at such other address as may have
been furnished in writing by Xxxxx to the other parties hereto, with a copy (which shall not
constitute notice hereunder) to Xxxxxx Xxxxxx Xxxxxxxxx Xxxx and Xxxx LLP, 0000 Xxxxxxxxxxxx Xxx.,
X.X., Xxxxxxxxxx, X.X. 00000, Attention: Xxxxx Xxxxx, Esq.; or
If to a Stockholder, at the address set forth below such Stockholder’s signature to this
Agreement, or at such other address as may have been furnished in writing by such Stockholder to
the other parties hereto.
Any party may give any notice, request, consent or other communication under this Agreement
using any other means (including, without limitation, personal delivery, messenger service,
telecopy, first class mail or electronic mail), but no such notice, request, consent or other
communication shall be deemed to have been duly given unless and until it is actually received by
the party for whom it is intended. Any party may change the address to which notices,
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requests, consents or other communications hereunder are to be delivered by giving the other
parties notice in the manner set forth in this Section.
(f) Complete Agreement. This Agreement constitutes the entire agreement and
understanding of the parties hereto with respect to the subject matter hereof, and supersedes all
prior agreements and understandings relating to such subject matter.
(g) Amendments and Waivers. This Agreement may be amended or terminated and the
observance of any term of this Agreement may be waived with respect to all parties to this
Agreement (either generally or in a particular instance and either retroactively or prospectively),
with the written consent of the Company, Stockholders holding Subject Shares representing a
majority of the voting power of all Subject Shares then held by Stockholders, and Xxxxx. The
Company shall give prompt written notice of any amendment or termination hereof or waiver hereunder
to any party hereto that did not consent in writing to such amendment, termination or waiver. Any
amendment, termination or waiver effected in accordance with this Section 6(g) shall be binding on
all parties hereto, even if they do not execute such consent. No waivers of or exceptions to any
term, condition or provision of this Agreement, in any one or more instances, shall be deemed to
be, or construed as, a further or continuing waiver of any such term, condition or provision.
(h) Pronouns. Whenever the context may require, any pronouns used in this Agreement
shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns
and pronouns shall include the plural, and vice versa.
(i) Counterparts; Facsimile Signatures. This Agreement may be executed in any number
of counterparts and delivered electronically or by fax, each of which shall be deemed to be an
original, and all of which together shall constitute one and the same document.
(j) Section Headings and References. The section headings are for the convenience of
the parties and in no way alter, modify, amend, limit or restrict the contractual obligations of
the parties. Any reference in this agreement to a particular section or subsection shall refer to
a section or subsection of this Agreement, unless specified otherwise.
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IN WITNESS WHEREOF, this Agreement has been executed by the parties hereto as of the day and
year first above written.
| CIBT EDUCATION GROUP INC. | ||||
| By: | /s/ Xxxx Xxx | |||
| Name: | Xxxx Xxx | |||
| Title: | Chief Executive Officer | |||
| XXXXX CORPORATION S.Á.X.X. | ||||
| By: | /s/ Xxxxx Xxxxxxx | |||
| Name: | Xxxxx Xxxxxxx | |||
| Title: | Manager | |||
| STOCKHOLDERS: | ||||
| /s/ Xxxx Xxx | ||||
| Xxxx Xxx | ||||
| Address: c/o CIBT Education Group, | ||||
| 1200 - 000 Xxxx Xxxxxxxx, Xxxxxxxxx | ||||
| XX, Xxxxxx X0X 0X0 | ||||
| /s/ Xxx Xxxxx | ||||
| Xxxxxxx Xxxxx | ||||
| Address: c/o CIBT Education Group, | ||||
| 1200 - 000 Xxxx Xxxxxxxx, Xxxxxxxxx | ||||
| XX, Xxxxxx X0X 0X0 | ||||
| Concordia Financial Management Corp | ||||
| /s/ Xxxx Xxx | ||||
| Name: Xxxx Xxx | ||||
| Address: c/o CIBT Education Group, | ||||
| 1200 - 000 Xxxx Xxxxxxxx, Xxxxxxxxx XX, | ||||
| Xxxxxx X0X 0X0, Attention: Xxxx Xxx | ||||
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