Exhibit 10.1
VOTING AGREEMENT
among
THE STOCKHOLDERS NAMED HEREIN
and
PROHA PLC
------------------------------
Dated as of
April 11, 2001
------------------------------
VOTING AGREEMENT
THIS VOTING AGREEMENT (this "Agreement") is made as of April 11, 2001,
by and among Xxx Xxxxxxxx and Xxxxxx Xxxxxxx (each a "Stockholder" and
collectively, the "Stockholders", each such Stockholder acting in solely its
capacity as a stockholder of Opus360 Corporation, a Delaware corporation (the
"Company")) and Proha Plc, a Finnish corporation ("Proha").
W I T N E S S E T H:
WHEREAS, simultaneously with entering into this Agreement, the Company
entered into a Share Exchange Agreement, dated as of April 11, 2001 (the "Share
Exchange Agreement") with Proha, providing for the acquisition by the Company of
(i) all of the shares of ALTA Acquisition Corporation, a Delaware corporation
and wholly owned subsidiary of Proha (the "ALTA Shares"), (ii) a number of
shares of Intellisoft Oy, a Finnish corporation and wholly owned subsidiary of
Proha, representing 19.9% of the issued and outstanding shares of Intellisoft Oy
on a fully diluted basis on the date hereof (the "IOY Shares"), and (iii) a
number of shares of Accountor Oy, a Finnish corporation and wholly owned
subsidiary of Proha, representing 19.9% of the issued and outstanding shares of
Accountor Oy on a fully diluted basis on the date thereof (the "AOY Shares", the
ALTA Shares, the IOY Shares and the AOY Shares to be transferred to the Company
are referred to collectively as the "Exchanged Shares"), in exchange for the
issuance by the Company of a number of shares of Common Stock, par value $.001
per share (the "Common Stock"), to Proha, representing 80% of the issued and
outstanding shares Common Stock on a fully-diluted basis after the closing (the
"Closing") of such transactions (the "Transaction");
WHEREAS, as of the date hereof, each Stockholder is the record and
beneficial owner of the number of shares of Common Stock set forth opposite such
Stockholders' name on Schedule I hereto; and
WHEREAS, as a condition to the willingness of Proha to enter into the
Share Exchange Agreement, and as an inducement to Proha to do so, each
Stockholder has agreed to enter into this Agreement for the benefit of the
Company as set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual representations,
warranties, covenants and agreements contained in this Agreement, and for other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto, intending, to be legally bound hereby, agree
as follows:
ARTICLE I
DEFINITIONS
Section 1.1 Definitions. As used in this Agreement, the following
terms have the following meanings:
"Affiliate" shall mean, with respect to any specified person, any
other person directly or indirectly controlling or controlled by or under direct
or indirect common control with such specified person and, in the case of a
person who is an individual, shall include (i) members of such specified
person's immediate family (as defined in Instruction 2 of Item 404(a) of
Regulation S-K under the Securities Act) and (ii) trusts, the trustee and all
beneficiaries of which are such specified person or members of such person's
immediate family as determined in accordance with the foregoing clause (i). For
the purposes of this definition, "control" when used with respect to any person
means the power to direct the management and policies of such person (in
particular the voting and disposition of shares of Common Stock held directly or
indirectly by such person), directly or indirectly, whether through the
ownership of voting securities, by contract or otherwise; and the terms
"affiliated," "controlling" and "controlled" have meanings correlative to the
foregoing. Notwithstanding the foregoing, neither Proha nor any of its
Affiliates shall be deemed Affiliates of the Company for purposes of this
Agreement.
"Agreement" shall have the meaning set forth in the Preamble.
"Alternative Transaction" shall have the meaning set forth in Section
3.7(a).
"Amended Bylaws" shall mean the Amended By-Laws of the Company.
"Amended and Restated Certificate of Incorporation" shall mean the
Amended and Restated Certificate of Incorporation of the Company.
"beneficial owner" of a security shall mean any person who, directly
or indirectly, through any contract, arrangement, understanding, relationship,
or otherwise has (i) the power to vote, or to direct the voting of, such
security or (ii) the power to dispose, or to direct the disposition of, such
security, or the ability to acquire such voting or dispositive power.
"Closing" shall have the meaning set forth in the Recitals.
"Common Stock" shall have the meaning set forth in the Recitals.
"Company" shall have the meaning set forth in the Recitals.
"Documents" shall mean (i) this Agreement, (ii) the Share Exchange
Agreement, and (iii) the Registration Rights Agreement.
"Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended, and the rules and regulations promulgated thereunder.
"Governmental Authority" shall mean any foreign, Federal, state or
local court or governmental or regulatory authority.
"HSR Act" shall mean the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act
of 1976, as amended, and applicable rules and regulations and any similar state
acts.
"Lien" shall mean any pledge, lien, claim, restriction, charge or
encumbrance of any kind.
"Notices" shall have the meaning set forth in Section 4.6.
"person" shall mean any individual, partnership, corporation, limited
liability company, joint venture, association, joint-stock company, trust,
unincorporated organization, government or agency or political subdivision
thereof, or other entity.
"Proha" shall have the meaning set forth in the Recitals.
"Registration Rights Agreement" shall mean the registration rights
agreement to be entered into by the Company and Proha pursuant to the Share
Exchange Agreement.
"Securities" shall mean all shares of Common Stock (and all other
shares or securities issued or issuable in respect thereof) as of the date
hereof and hereafter acquired.
"Securities Act" shall mean the Securities Act of 1933, as amended,
and the rules and regulations thereunder.
"Share Exchange Agreement" shall have the meaning set forth in the
Recitals.
"Stockholder" or "Stockholders" shall have the meaning set forth in
the Preamble.
"Stockholder Meeting" shall have the meaning set forth in Section 2.1.
"subsidiary" shall mean, with respect to any person, (a) a corporation
a majority of whose capital stock with voting power, under ordinary
circumstances, to elect directors is at the time, directly or indirectly, owned
by such person, by a subsidiary of such person, or by such person and one or
more subsidiaries of such person, (b) a partnership in which such person or a
subsidiary of such person is, at the date of determination, a general partner of
such partnership, or (c) any other person (other than a corporation) in which
such person, a subsidiary of such person or such person and one or more
subsidiaries of such person, directly or indirectly, at the date of
determination thereof, has (i) at least a majority ownership interest, (ii) the
power to elect or direct the election of the directors or other governing body
of such person, or (iii) the power to direct or cause the direction of the
affairs or management of such person. For purposes of this definition, a person
is deemed to own any capital stock or other ownership interest if such person
has the right to acquire such capital stock or other ownership interest, whether
through the exercise of any purchase option, conversion privilege or similar
right.
"Subsidiary" shall mean a subsidiary of the Company.
"Termination Date" shall have the meaning set forth in Section 4.3.
"Transaction" shall have the meaning set forth in the recitals.
ARTICLE II
COVENANTS OF THE STOCKHOLDERS
Section 2.1 Agreement to Vote. At any meeting of the stockholders of
the Company held on or prior to the Termination Date, however called, and at
every adjournment or postponement thereof, or in connection with any written
consent of the holders of any class or classes of the capital stock of the
Company prior to the Termination Date, each Stockholder, severally and not
jointly, shall vote and cause each of its controlled Affiliates to vote all of
the Securities with respect to which it has the right to vote or direct the vote
(as of the record date for such meeting of stockholders), (a) in favor of the
Share Exchange Agreement and all of the transactions contemplated by the Share
Exchange Agreement, all matters requiring approval of stockholders under the
listing requirements of the Nasdaq Stock Market in connection with such
transactions, and any actions required in furtherance hereof, including, without
limitation, (i) the issuance of Common Stock at the Closing, (ii) the amendment
and restatement of the Amended and Restated Certificate of Incorporation to
reflect a four-for-one reverse stock split and the change of the name of the
Company to ALTA International, Inc. and (iii) the election of the directors
nominated by Proha to the Board of Directors of the Company who are in the class
of directors to be voted upon at the Company's stockholder's meeting to be
called pursuant to the Share Exchange Agreement (the "Stockholder Meeting") to
be held in accordance with Section 5.5 of the Share Exchange Agreement, (b)
against any Alternative Transaction, and (c) except as otherwise agreed to in
writing in advance by Proha, against the following actions (other than the
transactions contemplated by the Share Exchange Agreement or any of the other
Documents): (i) any extraordinary corporate transaction, such as a merger,
consolidation or other business combination involving the Company or any of its
Subsidiaries; (ii) a sale, lease or transfer of a material amount of the assets
of the Company or any of its Subsidiaries, or a reorganization,
recapitalization, dissolution or liquidation of the Company or any of its
Subsidiaries; (iii) (A) any change in the persons who constitute the board of
directors of the Company inconsistent with the composition of the board of
directors as contemplated by the Documents; (B) any change in the present
capitalization of the Company or any amendment of the Amended and Restated
Certificate of Incorporation or the Amended Bylaws; (C) any other material
change in the Company's corporate structure or business; or (D) any other action
or agreement that, directly or indirectly, is inconsistent with or that could
reasonably be expected, directly or indirectly, to impede, interfere with,
delay, postpone or materially adversely affect the transactions contemplated by
the Share Exchange Agreement and the other Documents. None of the Stockholders
shall enter into, or permit any of its controlled Affiliates to enter into, any
agreement or understanding with any person prior to the Termination Date,
directly or indirectly, to vote, grant any proxy or power of attorney, give
instructions or enter into a voting agreement with respect to the voting of his
or its Securities in any manner inconsistent with the preceding sentence.
Section 2.2 Proxies and Voting Agreements.
(a) Each Stockholder severally represents and warrants to Proha that
it has revoked, and caused its controlled Affiliates to revoke, any and all
previous proxies granted with respect to his or its Securities.
(b) Prior to the Termination Date, each of the Stockholders shall not,
and shall cause each of its controlled Affiliates not to, directly or
indirectly, except as contemplated hereby, grant any proxies or powers of
attorney with respect to their Securities, deposit any of their Securities into
a voting trust or enter into a voting agreement with respect to any of their
Securities, in each case with respect to the matters set forth in Section 2.1.
Section 2.3 Irrevocable Proxy. Each Stockholder hereby appoints Proha
and any designee of Proha, each of them individually, as such Stockholder's
proxy and attorney-in-fact pursuant to the provisions of Section 212 of the
Delaware General Corporation Law, with full power of substitution and
resubstitution, to vote or act by written consent until termination of this
Agreement with respect to the Securities in accordance with Section 4.3. This
proxy is granted to secure the performance of the duties of each Stockholder
pursuant to this Agreement. Each Stockholder affirms that this proxy is coupled
with an interest and shall be irrevocable so long as the Share Exchange
Agreement has not been terminated. Each Stockholder shall take such further
action or execute such other instruments as may be necessary to effectuate the
intent of this proxy.
ARTICLE III
REPRESENTATIONS, WARRANTIES AND
ADDITIONAL COVENANTS OF THE STOCKHOLDERS
Each Stockholder represents, warrants and covenants to Proha, as to
itself that:
Section 3.1 Ownership. Each Stockholder is the record and beneficial
owner of the equity securities of the Company listed beside such Stockholder's
name on Schedule I attached hereto as of the date hereof. The equity securities
set forth beside the name of each Stockholder on Schedule I constitute all of
the shares of capital stock of the Company owned of record or beneficially by
such Stockholder as of the date hereof. All of such securities are issued and
outstanding, and except as set forth on Schedule I attached hereto, such
Stockholder does not own, of record or beneficially, any warrants, options or
other rights to acquire any shares of capital stock of the Company. The
securities listed beside each such Stockholder's name on Schedule I attached
hereto and the certificates representing such securities are now, and at all
times during the term hereof will be, held by such Stockholder, or by a nominee
or custodian for the benefit of such Stockholder, free and clear of all Liens,
proxies, voting trusts or other agreement, arrangement or restriction with
respect to the voting of such securities that would prohibit such Stockholder
from complying with Section 2.1 hereof with respect to such securities (other
than as contemplated by this Agreement).
Section 3.2 Authority; No Conflicts. Each Stockholder has the
authority and has been duly authorized by all necessary action (including
consultation, approval or other action by or with any other person), to execute,
deliver and perform this Agreement and consummate the transactions contemplated
hereby. Such actions by such Stockholder require no action by, or in respect of,
or filing with, any Governmental Authority with respect to such Stockholder
other than any required filings under Section 13 of the Exchange Act. None of
the execution and delivery of this Agreement by such Stockholder, the
consummation by such Stockholder of the transactions contemplated hereby or
compliance by such Stockholder with any of the provisions hereof shall (A)
conflict with or result in any breach of or constitute (with or without notice
or lapse of time or both) a default (or give rise to any third party right of
termination, cancellation, material modification or acceleration) under any of
the terms, conditions or provisions of any note, bond, mortgage, indenture,
license, contract, commitment, arrangement, understanding, agreement or other
instrument or obligation of any kind to which such Stockholder is a party or by
which such Stockholder or any of such Stockholder's properties or assets may be
bound, or (B) violate any order, writ, injunction, decree, judgment, order,
statute, rule or regulation applicable to such Stockholder or any of such
Stockholder's properties or assets.
Section 3.3 Binding Effect. This Agreement has been duly executed and
delivered by such Stockholder and is the valid and binding agreement of such
Stockholder, enforceable against such Stockholder in accordance with its terms,
except as enforcement may be limited by bankruptcy, insolvency, moratorium or
other similar laws relating to creditors' rights generally and by equitable
principles to which the remedies of specific performance and injunctive and
similar forms of relief are subject.
Section 3.4 No Finder's Fees. No broker, investment banker, financial
advisor or other person is entitled to any broker's, finder's, financial
advisor's or other similar fee or commission in connection with the transactions
contemplated hereby based upon arrangements made by or on behalf of such
Stockholder.
Section 3.5 Reliance by Proha. Each Stockholder understands and
acknowledges that Proha is entering into the Share Exchange Agreement in
reliance upon such Stockholder's execution and delivery of this Agreement.
Section 3.6 No Solicitation; Restrictions on Transfers. (a) Prior to
the Termination Date, such Stockholder, in its capacity as a stockholder of the
Company, shall not, and shall not permit any of its controlled Affiliates (other
than the Company, if deemed an Affiliate) or representatives to, directly or
indirectly, (i) initiate, solicit or entertain offers from, negotiate with or in
any manner knowingly encourage, discuss, accept, or consider any proposal of any
other person relating to (w) the acquisition of the capital stock of the
Company, or any Subsidiary, securities convertible into or exchangeable for
shares of capital stock of the Company or any Subsidiary, (x) the acquisition of
the Company's assets or business, in whole or in part, whether directly or
indirectly, through purchase, merger, consolidation, business combination,
recapitalization, liquidation, dissolution or otherwise, (y) the incurrence of
indebtedness by the Company or any Subsidiary, or (z) any other transaction the
consummation of which could reasonably be expected to impede, interfere with,
prevent, delay or dilute the benefits to Proha of the transactions contemplated
by the Documents (other than the transactions contemplated by the Share Exchange
Agreement or sales of inventory in the ordinary course) (any of the foregoing
being an "Alternative Transaction"), (ii) initiate, participate, engage in, or
agree to initiate, participate or engage in negotiations or discussions
concerning, or provide to any person or entity any information or data relating
to the Company or any Subsidiary, or otherwise cooperate with or assist or
participate in, knowingly facilitating or encouraging, any inquiries or the
making of any proposal that constitutes an Alternative Transaction, (iii) in
connection with any Alternative Transaction, require the Company to abandon,
terminate or fail to consummate the transactions contemplated by the Documents,
(iv) grant any waiver or release under or amend any standstill, confidentiality
or similar agreement entered into by the Company or any of its Affiliates or
representatives; (v) agree to, approve or recommend any Alternative Transaction,
or (vi) take any other action inconsistent with the obligations and commitments
assumed by such Stockholder and its controlled Affiliates pursuant to this
Agreement. Such Stockholder shall, and shall cause his controlled Affiliates to,
immediately cease and cause to be terminated any existing activities,
discussions or negotiations with any parties conducted heretofore with respect
to any of the foregoing.
(b) Prior to the Termination Date, such Stockholder shall, and shall
cause its Affiliates to promptly (but in any event within twenty-four (24) hours
of receipt or occurrence thereof) advise Proha and the Company orally and in
writing of any request for information directed to such Stockholder with respect
to, or of any inquiry or proposal regarding any Alternative Transaction directed
to such Stockholder, the material terms and conditions of such proposal and the
identity of the person making such proposal and provide to Proha and the Company
copies of any written documentation material to understanding or evaluating such
request, Alternative Transaction or inquiry. Each Stockholder and its Affiliates
will keep Proha and the Company fully informed of any such proposal.
(c) Such Stockholder shall not (i) directly or indirectly, offer for
sale, sell, transfer, tender, pledge, encumber, assign or otherwise dispose of,
or enter into any contract, option or other arrangement or understanding with
respect to or consent to the offer for sale, transfer, tender, pledge,
encumbrance, assignment or other disposition of, any or all of the securities
listed beside its name on Schedule I attached hereto or any interest therein or
any shares of Common Stock issuable upon the exercise of stock options or
warrants; (ii) except as contemplated by this Agreement, grant any proxies or
powers of attorney, deposit any such securities into a voting trust or enter
into a voting agreement with respect to any such securities; or (iii) take any
action that would make any representation or warranty of such Stockholder
contained herein untrue or incorrect or have the effect of preventing or
disabling such Stockholder from performing such Stockholder's obligations under
this Agreement.
ARTICLE IV
MISCELLANEOUS
Section 4.1 Expenses. All costs and expenses incurred in connection
with this Agreement shall be paid by the party incurring such cost or expense.
Section 4.2 Specific Performance. Each Stockholder agrees that Proha
would be irreparably damaged if for any reason such Stockholder fails to perform
any of such Stockholder's obligations under this Agreement, and that Proha would
not have an adequate remedy at law for money damages in such event. Accordingly,
Proha shall be entitled to seek specific performance and injunctive and other
equitable relief to enforce the performance of this Agreement by each
Stockholder. This provision is without prejudice to any other rights that Proha
may have against such Stockholder for any failure to perform its obligations
under this Agreement.
Section 4.3 Amendments; Termination. Neither this Agreement, nor any
of the terms or provisions contained herein, may be waived, modified or amended
without the prior written consent of Proha or the Stockholders, which consent
may be withheld in the sole and absolute discretion of Proha or the
Stockholders. No amendment, modification or termination of this Agreement shall
be binding upon any other party unless executed in writing by the parties hereto
intending to be bound thereby. This Agreement shall terminate, except with
respect to liability for prior breaches thereof, on the earlier to occur of (i)
immediately following the Closing, (ii) September 30, 2001, and (iii) the
termination of the Share Exchange Agreement pursuant to the terms thereof (the
date of the earliest of such events being the "Termination Date").
Section 4.4 Successors and Assigns. This Agreement and the rights,
duties and obligations hereunder may not be assigned or delegated by any
Stockholder without the prior written consent of Proha. Except as provided in
the preceding sentence, any assignment or delegation of rights, duties or
obligations hereunder made without the prior written consent of Proha shall be
void and of no effect. This Agreement and the provisions hereof shall be binding
upon and shall inure to the benefit of each of the parties and their respective
successors and permitted assigns.
Section 4.5 Certain Events. Each Stockholder agrees that this
Agreement and the obligations hereunder shall attach to the Securities of such
Stockholder and shall be binding upon any person to which legal or beneficial
ownership of such shares shall pass, whether by operation of law or otherwise.
Section 4.6 Notices. All notices, demands, requests, consents,
approvals or other communications (collectively, "Notices") required or
permitted to be given hereunder or which are given with respect to this
Agreement shall be in writing and shall be personally served, delivered by a
reputable air courier service with tracking capability, with charges prepaid, or
transmitted by hand delivery or facsimile, addressed as set forth below, or to
such other address as such party shall have specified most recently by written
notice. Notice shall be deemed given on the date of service or transmission if
personally served or transmitted by facsimile. Notice otherwise sent as provided
herein shall be deemed given on the next business day following delivery of such
notice to a reputable air courier service (a) if to any Stockholder, to it at
the address(es) or facsimile number(s) set forth on Schedule I hereto, with a
copy to:
Opus360 Corporation
00 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxx Xxxxxx, Esq.
Facsimile: (000) 000-0000
and with a copy (which shall not constitute notice) to:
Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP
0 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx X. Xxxxxxx, Esq.
Facsimile: (000) 000-0000
and (b) if to Proha, to it at the following contact information:
Proha Xxx
Xxxxxxxxxxxxx 0 X
XXX-00000 Xxxxx
Xxxxxxx
Attention: Pekka Pere
Facsimile: 011 000 00 0000 500
with a copy (which shall not constitute notice) to:
White & Xxxx XXX
Xxxxxxxxxx 00
XXX-00000 Xxxxxxxx, Xxxxxxx
Attn.: Petri Y.J. Haussila, Esq.
Facsimile: 011-358-9-228-64-228
Section 4.7 Governing Law. This Agreement and the rights and
obligations of the parties hereunder shall be governed by, and construed in
accordance with, the laws of the State of New York, and each party hereto
submits to the non-exclusive jurisdiction of the state and federal courts within
the County of New York in the State of New York. Any legal action or proceeding
with respect to this Agreement may be brought in the courts of the State of New
York or of the United States of America for the Southern District of New York
and, by execution and delivery of this Agreement, each party hereto hereby
accepts for itself and in respect of its property, generally and
unconditionally, the jurisdiction of the aforesaid courts. Each party hereto
further irrevocably consents to the service of process out of any of the
aforementioned courts in any action or proceeding by the mailing of copies
thereof by registered or certified mail, postage prepaid, to such party at its
address set forth in Section 4.6, such service to become effective seven days
after such mailing. Nothing herein shall affect the right of Proha to serve
process in any of the matters permitted by law or to commence legal proceedings
or otherwise proceed against any of the Stockholders in any other jurisdiction.
Each party hereto hereby irrevocably waives any objection which it may now or
hereafter have to the laying of venue of any of the aforesaid actions or
proceedings arising out of or in connection with this Agreement
Section 4.8 Entire Agreement. This Agreement (including all agreements
entered into pursuant hereto and all certificates and instruments delivered
pursuant hereto and thereto) constitutes the entire agreement of the parties
with respect to the subject matter hereof and supersedes all prior and
contemporaneous agreements, representations, understandings, negotiations and
discussions between the parties, whether oral or written, with respect to the
subject matter hereof.
Section 4.9 Waivers and Extensions. Subject to Section 4.3, any party
to this Agreement may waive any right, breach or default which such party has
the right to waive, provided that such waiver will not be effective against the
waiving party unless it is in writing, is signed by such party and Proha, and
specifically refers to this Agreement. Waivers may be made in advance or after
the right waived has arisen or the breach or default waived has occurred. Any
waiver may be conditional. No waiver of any breach of any agreement or provision
herein contained shall be deemed a waiver of any preceding or succeeding breach
thereof nor of any other agreement or provision herein contained. No waiver or
extension of time for performance of any obligations or acts shall be deemed a
waiver or extension of the time for performance of any other obligations or
acts.
Section 4.10 Titles and Headings. Titles and headings of sections of
this Agreement are for convenience only and shall not affect the construction of
any provision of this Agreement.
Section 4.11 Schedule. The schedule referred to herein and attached
hereto is an integral part of this Agreement and is incorporated herein by
reference.
Section 4.12 Attorneys' Fees. If any action at law or in equity is
necessary to enforce or interpret the terms of this Agreement, the prevailing
party shall be entitled to reasonable attorneys' fees, costs and necessary
disbursements, in addition to any other relief to which such party may be
entitled.
Section 4.13 Severability. This Agreement shall be deemed severable,
and the invalidity or unenforceability of any term or provision hereof shall not
affect the validity or enforceability of this Agreement or of any other term or
provision hereof. Furthermore, in lieu of any such invalid or unenforceable term
or provision, the parties hereto intend that there shall be added as a part of
this Agreement a provision as similar in terms to such invalid or unenforceable
provision as may be possible and be valid and enforceable.
Section 4.14 Counterparts; Facsimile. This Agreement may be executed
in multiple counterparts, each of which shall be deemed an original, and all of
which taken together shall constitute one and the same instrument. This
Agreement may be delivered by a party via facsimile; provided, that, the
originally executed signature pages and original documents are delivered to the
appropriate parties within two (2) business days.
Section 4.15 Further Assurances. Each party hereto, upon the request
of any other party hereto, shall do all such further acts and execute,
acknowledge and deliver all such further instruments and documents as may be
necessary or desirable to carry out the transactions contemplated by this
Agreement.
Section 4.16 Remedies Cumulative. The remedies provided herein shall
be cumulative and shall not preclude the assertion by any party hereto,
including Proha, of any other rights or the seeking of any remedies against any
other party hereto.
Section 4.17 Several Obligations; Capacity. The representations,
warranties, covenants and agreements of this Agreement applicable to the
Stockholders are several and not joint and are made only in their capacity as
Stockholders of the Company and not as directors or officers.
* * * * *
IN WITNESS WHEREOF, Proha and the Stockholders have caused this
Agreement to be duly executed as of the day and year first above written.
PROHA PLC
By:/s/Pekka Pere
----------------------------------
Name: Pekka Pere
Title: Chief Executive Officer
XXX XXXXXXXX
By:/s/Xxx Xxxxxxxx
----------------------------------
XXXXXX XXXXXXX
By:/s/Xxxxxx Xxxxxxx
----------------------------------
[Voting Agreement signature page]
Schedule I
Amount of Shares
Name of Stockholder Beneficially Owned Notice Address
------------------ ------------------ --------------
Xxx Xxxxxxxx 3,333,351
Xxxxxx Xxxxxxx 1,385,948
TABLE OF CONTENTS
Page
ARTICLE I DEFINITIONS.......................................................2
Section 1.1 Definitions...................................................2
ARTICLE II COVENANTS OF THE STOCKHOLDERS.....................................4
Section 2.1 Agreement to Vote.............................................4
Section 2.2 Proxies and Voting Agreements.................................5
Section 2.3 Irrevocable Proxy.............................................5
ARTICLE III REPRESENTATIONS, WARRANTIES AND
ADDITIONAL COVENANTS OF THE STOCKHOLDERS..........................5
Section 3.1 Ownership.....................................................5
Section 3.2 Authority; No Conflicts.......................................6
Section 3.3 Binding Effect................................................6
Section 3.4 No Finder's Fees..............................................6
Section 3.5 Reliance by Proha.............................................6
Section 3.6 No Solicitation; Restrictions on Transfers....................6
ARTICLE IV MISCELLANEOUS......................................................7
Section 4.1 Expenses.......................................................7
Section 4.2 Specific Performance...........................................8
Section 4.3 Amendments; Termination........................................8
Section 4.4 Successors and Assigns.........................................8
Section 4.5 Certain Events.................................................8
Section 4.6 Notices........................................................8
Section 4.7 Governing Law..................................................9
Section 4.8 Entire Agreement..............................................10
Section 4.9 Waivers and Extensions........................................10
Section 4.10 Titles and Headings..........................................10
Section 4.11 Schedule.....................................................10
Section 4.12 Attorneys' Fees..............................................10
Section 4.13 Severability.................................................10
Section 4.14 Counterparts; Facsimile......................................10
Section 4.15 Further Assurances...........................................11
Section 4.16 Remedies Cumulative..........................................11
Section 4.17 Several Obligations; Capacity................................11
SCHEDULE I
