Voting Agreement
Exhibit 10.1
This Voting Agreement (the “Agreement”) is made and entered into as of this 11th day of
January, 2001 by and between Xxxxxx X. Xxxxxxxx, a resident of Ohio (“Xxxxxxxx”) who is a
shareholder of The Australia Traffic Network PTY Limited, ACN 078 993 736, a corporation
incorporated under the Corporations Laws of New South Wales (the “Company”) and Xxxxxxx X. Xxx,
III, an Arizona resident, also a shareholder of the Company (“Yde”).
Recitals:
X. Xxxxxxxx is the owner and registered holder of 40,773 Ordinary Shares of the Company
(“Xxxxxxxx’x Shares”).
X. Xxx is also the owner and registered holder of Ordinary Shares of the Company (“Yde’s
Shares”).
X. Xxxxxxxx desires that Yde have and exercise the voting rights associated with Xxxxxxxx’x
Shares and Yde desires to have and exercise such voting rights.
NOW, THEREFORE, in consideration of the premises mid other good and valuable consideration it
is hereby agreed and declared as follows:
1. Assignment of Voting Rights. Xxxxxxxx hereby irrevocably assigns to Yde the
rights to vote Xxxxxxxx’x Shares in all matters and things that the shareholders of the, Company
have the right to vote upon. Furthermore, if Xxxxxxxx shall ever own any additional ordinary shares
of the Company during the term of this Agreement, he shall promptly assign to Yde the same right to
vote such additional shares and such additional shares shall also be deemed to be a part of
“Xxxxxxxx’x Shares” for purposes of this Agreement.
2. Yde to Vote Xxxxxxxx’x Shares. It shall be the duty of Yde, and Yde shall
have full power and authority, and he is hereby fully empowered and authorized, to represent
Xxxxxxxx and Xxxxxxxx’x Shares and to vote Xxxxxxxx’x Shares in the same manner as Yde’s Shares at
all meetings of the shareholders of the Company, in the electing of directors and upon any and all
matters and questions which may be brought before such meetings as fully as any shareholder might
do if personally present.
3. Dividends, Etc. All dividends that may be paid with respect to Xxxxxxxx’x
Shares shall be paid directly to Xxxxxxxx by the Company and if Yde should receive any of
Xxxxxxxx’x dividends, then Yde shall promptly remit to Xxxxxxxx all dividends so received.
Moreover, nothing in this Agreement shall be construed or interpreted to mean that Yde has acquired
any economic ownership of Xxxxxxxx’x Shares and Xxxxxxxx shall be fully entitled to all economic
benefits associated with Xxxxxxxx’x Shares such as the rights to receive and enjoy dividends and
the proceeds of any sale , exchange or other disposition of Xxxxxxxx’x Shares.
4. Transfer of Xxxxxxxx’x Shares. Xxxxxxxx shall have the right to transfer
Xxxxxxxx’x Shares to any person or entity to which Xxxxxxxx would otherwise be entitled absent this
Agreement and Yde shall permit such transfer by Xxxxxxxx provided that the transferee of Xxxxxxxx’x
Shares, or any part thereof, agrees that the transferred shares shall be subject to this Agreement
and the transferee executes a counterpart of this Agreement. Notwithstanding the foregoing, if
Xxxxxxxx shall sell or transfer any of Xxxxxxxx’x Shares to any person or entity who is also a
shareholder of the Company immediately before such sale or transfer, then the purchaser or
transferee of such shares (the “Transferred Shares”) shall take the Transferred Shares free and
clear of this Agreement and Yde shall, if requested by Xxxxxxxx or his purchaser or transferee,
confirm that Yde does not have any rights under this Agreement with respect to the Transferred
Shares.
5. Termination of Agreement. This Agreement and the rights of Yde to vote Xxxxxxxx’x
Shares shall terminate upon the first to occur of the following: (i) the transfer by Yde of all of
Yde’s Shares to any individual person, (ii) the transfer by Yde of all of Yde’s Shares to any
entity which is not controlled, directly or indirectly, by Yde and (iii) the sale by the Company of
substantially all of its assets.
6. Successor to Yde. If Yde shall die or otherwise become incapacitated (as
certified by two medical doctors), then Yde’s spouse, Xxxxx Xxx Xxx, shall automatically upon
written notice delivered to Xxxxxxxx succeed to the privileges, rights and obligations of Xxxxxxx
X. Xxx, III hereunder.
7. Further Assurances. Xxxxxxxx agrees that he will take all actions and do
all things as Yde shall deem to be necessary, advisable or appropriate to further vest in Yde the
voting rights in Xxxxxxxx’x Shares including, but not limited to, (i) confirming in writing to
third parties Yde’s rights to vote Xxxxxxxx’x Shares, (ii) executing and delivering proxies to Yde,
(iii) ratifying Yde’s vote of Xxxxxxxx’x Shares on each and every matter as Yde shall request (it
being understood that such ratification is not necessary to the effectiveness of this Agreement)
and (iv) executing and delivering to Yde such other agreements and instruments as may be necessary,
advisable or appropriate under the Corporations Laws of New South Wales to fully effect the intents
and purposes of this Agreement.
[Signature Page Follows.]
IN WITNESS WHEREOF, the undersigned have signed this Voting Agreement as of the day and year
first above written
| /s/ Xxxxxx X. Xxxxxxxx | ||||
| Xxxxxx X. Xxxxxxxx | ||||
| /s/ Xxxxxxx X. Xxx, III | ||||
| Xxxxxxx X. Xxx, III | ||||
AMENDMENT TO OPTION AGREEMENT and VOTING AGREEMENT
THIS AGREEMENT is made and entered into effective this 18th day of November, 2005,
between Xxxxxxx X. Xxx III (“Yde”) and Xxxxxx X. Xxxxxxxx (“Xxxxxxxx”).
RECITALS
X. Xxxxxxxx is the owner of 16,000 shares of the issued and outstanding ordinary shares
of The Australia Traffic Network Pty Limited, an Australian proprietary company registered under
the Corporation Law of New South Wales, Australia (“ATN”). Xxxxxxxx’x shares of ATN are evidenced
by: (i) share certificate number 4 representing 1,000 shares; (ii) share certificate number 42
representing 14,000 shares that are subject to the Agreement for the Purchase and Sale of Shares of
the Australia Traffic Network Pty Limited and Option Agreement (as previously amended, the “Option
Agreement”) by and between Xxxxxxxx and Yde dated January 31, 2004 and amended May 23, 2005 and May
25, 2005; and (iii) share certificate number 49 representing 1,000 shares. All 16,000 shares of
ATN owned by Xxxxxxxx are subject to a Voting Agreement by and between Xxxxxxxx and Yde dated
January 11, 2001 and amended May 23, 2005 and May 25, 2005 (as so amended, the “Voting Agreement”).
X. Xxxxxxxx is the owner of 66,444 shares of common stock (the “Organization Shares”) of
Global Traffic Network, Inc., a Delaware corporation (“GTN”).
C. Pursuant to the proposed Securities Exchange Agreement (the “Exchange Agreement”) by and
among GTN, ATN and all of the current shareholders of ATN, all of the ordinary shares of ATN will
be exchanged for shares of common stock of GTN, subject to certain conditions. Pursuant to the
Exchange Agreement, Xxxxxxxx will receive 531,550 shares of common stock of GTN (the “Exchange
Shares”).
X. Xxx and Xxxxxxxx wish to amend the Option Agreement and Voting Agreement to provide for
their applicability to the Organization Shares and the Exchange Shares.
AGREEMENT
1. The Option Agreement. The parties hereto agree that, upon issuance, if ever, 465,106 of
the Exchange Shares (the “New Option Shares”) are subject to the Option Agreement as if they were
also ATN shares covered thereby, and that Yde, upon the exercise of his option rights under the
Option Agreement, will be entitled to receive the New Option Shares for no additional consideration
beyond that currently provided in the Option Agreement for the purchase of the ATN shares covered
thereby. The remaining provisions of the Option Agreement, as amended, shall remain unaffected by
this Agreement and in full force and effect.
2. The Voting Agreement. The parties hereto agree that all of the Organization Shares and,
upon issuance, if ever, the Exchange Shares are subject to the Voting Agreement as if they were the
ATN shares covered thereby. The remaining provisions of the Voting Agreement shall remain
unaffected by this Agreement and in full force and effect.
3. Assignment. Xxxxxxxx agrees that this Agreement and the Option Agreement, as amended, may
be freely assignable in part or in full to Xxxxxx Xxxxxxxx, any current shareholder of GTN, or to
an affiliate of any such person without Xxxxxxxx’x consent.
4. Counterparts. This Agreement may be executed in any number of counterparts, each of which
shall be deemed an original, but all of which together shall constitute one and the same agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement to be effective as the
date first above written.
| /s/ Xxxxxxx X. Xxx III | ||||
| Xxxxxxx X. Xxx III | ||||
| /s/ Xxxxxx X. Xxxxxxxx | ||||
| Xxxxxx X. Xxxxxxxx | ||||
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