[DESCRIPTION] Voting Agreement
VOTING AGREEMENT
THIS VOTING AGENT ("Voting Agreement") dated as of September 10, 1999,
by and among WRAPSTERS, INC., a Colorado corporation ("Wrapsters"), NYB FOODS,
INC., a Colorado corporation ("NYB"), Xxxxxx Xxxxxx ("Xxxxxx"), Xxxxx X. Xxxx,
III ("Xxxx"), Xxxxxx X. Xxxxxxx ("Xxxxxxx"), and Xxxxxxx Xxxxxxxxx
("Xxxxxxxxx").
In order to induce the parties hereto to enter into and perform the Share
Exchange Agreement dated August 31, 1999, among such parties (the "Agreement"),
the parties hereto agree as follows:
1. Any previous Voting Agreements entered into by the parties to this
Agreement, or any of them, are hereby rescinded and revoked.
2. In connection with the transactions contemplated in the Agreement,
Xxxx, Xxxxxxx and Xxxxxxxxx, majority shareholders of Wrapsters, shall call a
meeting of the shareholders and shall vote their shares so that the following
shall occur:
A. The transactions contemplated in the Agreement are approved
by the shareholders of Wrapsters, to the extent required by applicable law; and
B. The Wrapsters' Board of Directors shall consist of five (5)
members who, following the acquisition of shares of stock in Wrapsters by
Xxxxxx, shall consist of Palmer, Culp, two (2) members designated by Xxxxxx,
and one (1) member designated by Xxxx.
3. Following the acquisition of shares of stock in Wrapsters by
Xxxxxx, Palmer, Culp, Xxxxxxx and Xxxxxxxxx shall vote the shares of Wrapsters
now or hereafter owned or controlled by them so as to cause:
A. The number of directors on the Board of Directors to be five
(5); and
B. The election of Palmer, Culp, two (2) members designated by
Xxxxxx, and one (1) member designated by Xxxx, as directors.
4. Each party shall act in all capacities to cause any transferee of
the shares of its stock in Wrapsters to assume the obligations of its or his
transferor hereunder.
5. All certificates for the shares of stock heretofore or hereafter
issued to the parties hereto shelf bear substantially the following legend:
"THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO
THE PROVISIONS OF A VOTING AGREEMENT DATED AS OF SEPTEMBER
10, 1999, A COPY OF WHICH IS ON FILE AT WRAPSTERS' PRINCIPAL
OFFICE, AND ANY HOLDER HEREOF IS SUBJECT TO TI3E PROVISIONS OF
SUCH VOTING AGREEMENT."
6. This Agreement and all its provisions shall continue in effect
until the earlier of:
A. Three (3) years from the date hereof; or
B. The consummation of an underwritten public offering of the
securities of Wrapsters pursuant to a Registration Statement filed with the
Securities and Exchange Commission pursuant to the Securities Act of 1933, as
amended, where the aggregate sales price of such securities (before deduction
of underwriting discounts and expenses of sale) is not less than $10,000,000.00.
7. This Agreement shall in all respects be governed by, and construed
and enforced in accordance with, the laws of the State of Colorado.
8. This Agreement may be executed in any number of counterparts, each
of which when so executed and delivered shall be deemed an original, and such
counterparts together shall constitute one instrument.
9. The invalidity or unenforceability of any provision of this
Agreement shall not invalidate or affect the enforceability of any other
provision of this Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed on the day and year first above written.
WRAPSTERS, INC.
Xxxxx X. Xxxx, III By:
Title:
Xxxxxx Xxxxxx NYB FOODS, INC.
By:
Title:
Xxxxx X. Xxxxxxx
Xxxxxxx Xxxxxxxxx
