Exhibit B
AGREEMENT dated as of the 11th day of June, 1997 by and
among Xxxx Xxxxxx ("PM") and Xxxxx Xxxxxx (collectively, the
"Xxxxxx Group"), Xxxxx Xxxxxx, Xxxxxx Xxxxxx, Xxxxx Xxxxxx and
XXX INVESTMENT CO. (successor in interest to PANDA CAPITAL CORP.)
(collectively, the "Barotz Group"), Xxxxx Xxxxx-Xxxx, Xx. Xxxxx
Xxxxx, Xxxxx Xxxxx-Xxxx, Xxxxxxx Xxxxx-Xxxx, Xxxxx Xxxxx-Xxxx,
Xxx Xxxxx-Xxxx, Xxxxxx Xxxxx-Xxxx and the Xxxxx-Xxxx Family Trust
(collectively, the "Xxxxx-Xxxx Group").
WHEREAS, certain of the parties hereto are parties to
agreements dated November 14, 1991 (the "Partnership Agreement")
and December 21, 1992 (the "1992 Voting Agreement")
(collectively, the "Prior Agreements") relating among other
things to the formation of Firecom Holdings, L.P. ("Firecom
Holdings"), and voting agreements and transfer restrictions with
respect to the common stock of Firecom, Inc., a New York
corporation ("Firecom"), owned by such parties;
WHEREAS, the Xxxxxx Group has proposed to the Board of
Directors of Firecom the following (the "Proposed Transactions"),
to occur concurrently: (i) payment by Firecom of accrued
dividends on Firecom's preferred stock held by Firecom Holdings,
(ii) exercise by Firecom Holdings of the Firecom common stock
purchase warrant expiring 7/31/97 to the extent of 371250 shares
of Common Stock at the exercise price of $437,500, to be paid by
application of $445,500 of the preferred stock dividend; and
(iii) conversion of all outstanding shares of Firecom Preferred
Stock held by Firecom Holdings ($1,437,000 in liquidation value)
into shares of common stock at a conversion price of $1.00 per
share of common stock (or such different price as may be
negotiated by Xxxx Xxxxxx with the Board of Directors of
Firecom);
WHEREAS, effective upon the consummation of the
Proposed Transactions, the parties wish to join into a voting
agreement, as contemplated by Section 620 of the New York
Business Corporation Law, with respect to the shares of Firecom
common stock currently owned by them as well as those shares to
be acquired by them (directly or through Firecom Holdings) in
connection with the Proposed Transactions to replace the 1992
Voting Agreement;
NOW, THEREFORE, the parties agree as follows:
(1) Effectiveness. This Agreement shall be effective
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upon the consummation of the Proposed Transactions (the
"Effective Date"). If the Proposed Transactions are not
consummated prior to September 30, 1997, this Agreement shall
terminate.
(2) Liquidation and Dissolution of Firecom Holdings.
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Upon the consummation of the Proposed Transactions Firecom
Holdings will be liquidated and dissolved, and its assets
distributed in accordance with the Partnership Agreement.
(3) Termination of 1992 Voting Agreement. Upon the
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effectiveness of this Agreement, the 1992 Voting Agreement shall
terminate (including, without limitation, its provisions
regarding restrictions on transfer of shares).
(4) New Voting Agreement. Upon the effectiveness of
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this Agreement, the following voting agreement shall take effect:
a. The parties hereto shall vote all shares of
Firecom held by them from time to time in favor of an amendment
to the Certificate of Incorporation of Firecom, in the form such
may be approved by the Board of Directors of Firecom and
submitted to the shareholders of Firecom for approval, to
authorize the reclassification of Firecom common stock into two
classes, one with limited rights of transfer and superior voting
rights to the second class and freely convertible into the second
class and a second freely transferable class, a split of each
share of common stock into one share of each new class, and, to
the extent deemed necessary by the Board of Directors, to
increase the number of authorized shares to effect this
recapitalization.
b. All shares of voting stock of Firecom held
from time to time by parties hereto (or their heirs, distributees
or beneficiaries, or affiliates or trusts to which they may
assign such shares) shall be voted in favor of (i) Xxxxx X.
Xxxxx-Xxxx (or his designee or in the event of his death or
disability of Xx. Xxxxx-Xxxx another person designated by the
Xxxxx-Xxxx Group) so long as the Xxxxx-Xxxx Group continues to
hold not less than 5% of the voting power of Firecom, (ii) Xxxxx
X. Xxxxxx (or his designee or in the event of the death or
disability of Xx. Xxxxxx another person designated by the Barotz
Group) so long as the Barotz Group continues to hold not less
than 5% of the voting power of Firecom, and (iii) Xxxx Xxxxxx and
three persons designated by Xx. Xxxxxx (in the event of Xx.
Xxxxxx' death or disability Xxxxx Xxxxxx and three persons
designated by her or in the event of her death or disability four
persons designated by Xxxxxxxx Xxxxxx and Xxxxx Xxxxxx) for so
long as the Xxxxxx Group holds at least 10% of the voting power
of Firecom.
c. This voting agreement shall not be deemed to
restrict the sale of any shares of Firecom held by any party.
d. The parties hereto hereby grant a proxy to
Xxxx Xxxxxx to vote all shares of Firecom stock owned by them in
accordance with the terms of this agreement.
e. This voting agreement shall expire ten (10)
years after the date hereof.
(5) Miscellaneous.
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a. The Parties hereto agree that legal remedies
for a breach of this Agreement will be inadequate and that this
Agreement may be enforced by injunctive or other equitable
relief. Such equitable remedies and all other remedies provided
for in this Agreement shall be cumulative and in addition to any
other remedies which any party hereto may have under applicable
law, equity, this Agreement or otherwise.
b. All notices provided for this Agreement shall
be effective only if, and deemed given when, in writing and
delivered by personal service or deposited in the United States
mail and sent, postage prepaid, by registered or certified mail,
return receipt requested, addressed to the appropriate party at
this or her address set forth below his or her signature to this
Agreement, or to such other address as such party shall have
designated by notice similarly given.
c. This Agreement contains the entire
understanding of the parties hereto with regard to the subject
matter hereof, and may not be amended or modified, nor may any of
its provisions be waived except by a writing executed by all the
Shareholders or, in the case of a waiver, by each party waiving
compliance.
d. The terms and provisions of this Agreement
shall inure to the benefit of and be binding upon the heirs,
legal representatives and successors of the parties, but may not
be assigned by any party except as specifically set forth herein.
e. This Agreement shall be governed by, and
construed under an in accordance with, the laws of the State of
New York without giving effect to the conflict of laws principles
of said State and irrespective of the place of business,
residence or domicile of the parties to this Agreement.
f. The headings contained in this Agreement are
for convenience of reference only and shall not affect the
construction or interpretation of the Agreement.
g. This Agreement may be executed in one or more
counterparts each of which shall be deemed to be an original but
all of which together shall constitute one and the same
instrument.
IN WITNESS WHEREOF, the parties have executed this
Agreement as of the day and year first above written.
/s/ Xxxx Xxxxxx
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Xxxx Xxxxxx
00 Xxxxxxxx Xxxx
Xxxxxxxxxx, XX 00000
/s/ Xxxxx Xxxxxx
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Xxxxx Xxxxxx
00 Xxxxxxxx Xxxx
Xxxxxxxxxx, XX 00000
XXX INVESTMENTS CO.
By:/s/ Xxxxxx Xxxxxx
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000 Xxxxxxxx Xxxx
Xxx Xxxxxxxx, Xxx Xxxx 00000
/s/ Xxxxx Xxxxxxx
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Xxxxx Xxxxxxx
000 Xxxxxxxx Xxxx
Xxx Xxxxxxxx, Xxx Xxxx 00000
/s/ Xxxxxx Xxxxxx
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Xxxxxx Xxxxxx
000 Xxxxxxxx Xxxx
Xxx Xxxxxxxx, Xxx Xxxx 00000
/s/ Xxxxx Xxxxxx
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Xxxxx Xxxxxx
000 Xxxxxxxx Xxxx
Xxx Xxxxxxxx, Xxx Xxxx 00000
/s/ Xxxxx Xxxxx-Xxxx
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Xxxxx Xxxxx-Xxxx
00 Xxxxxx Xxxx
Xxx Xxxxxxxxx, Xxxxxxxxxxx
00000
/s/ Xxxxx Xxxxx
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Xx. Xxxxx Xxxxx
00 Xxxxxx Xxxx
Xxx Xxxxxxxxx, Xxxxxxxxxxx
00000
/s/ Xxxxx Xxxxx-Xxxx
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Xxxxx Xxxxx-Xxxx
00 Xxxxxx Xxxx
Xxx Xxxxxxxxx, Xxxxxxxxxxx
00000
/s/ Xxxxxxx Xxxxx-Xxxx
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Xxxxxxx Xxxxx-Xxxx
00 Xxxxxx Xxxx
Xxx Xxxxxxxxx, Xxxxxxxxxxx
00000
/s/ Xxxxx Xxxxx-Xxxx
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Xxxxx Xxxxx-Xxxx
00 Xxxxxx Xxxx
Xxx Xxxxxxxxx, Xxxxxxxxxxx
00000
/s/ Xxx Xxxxx-Xxxx
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Xxx Xxxxx-Xxxx
00 Xxxxxx Xxxx
Xxx Xxxxxxxxx, Xxxxxxxxxxx
00000
/s/ Xxxxxx Xxxxx-Xxxx
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Xxxxxx Xxxxx-Xxxx
00 Xxxxxx Xxxx
Xxx Xxxxxxxxx, Xxxxxxxxxxx
00000
XXXXX-XXXX FAMILY TRUST
By:/s/ Xxxxx X. Xxxxxxxx
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Xxxxx X. Xxxxxxxx, Trustee
00 Xxxxxx Xxxx
Xxx Xxxxxxxxx, Xxxxxxxxxxx
00000
END
