EXHIBIT 3
---------
VOTING AGREEMENT
This Voting Agreement (this "AGREEMENT") is made and entered into as of
October 17, 2006, by and among each of the persons listed on SCHEDULE A hereto,
who are referred to collectively herein as the "SYS STOCKHOLDERS," and each
individually as a "SYS STOCKHOLDER"; the following stockholders of Ai Metrix,
Inc., who are referred to collectively herein the "MAJORITY STOCKHOLDERS," and
each individually as a "MAJORITY STOCKHOLDER": General Atlantic Partners 74,
L.P., GAP Coinvestment Partners II, L.P., GAPCO GmbH & Co. KG, GapStar, LLC,
Spectrum Equity Investors II, L.P., SEA 1998 II, L.P., Spectrum Equity
Investors III, L.P., SEI III Entrepreneurs' Fund, L.P., Spectrum III Investment
Managers' Fund, L.P., and Xxxx Xxxxxx; and Xxxxxx X. Xxxxxx, as Stockholder
Representative under the Merger Agreement (as defined below) (the "STOCKHOLDER
REPRESENTATIVE").
PRELIMINARY STATEMENTS
WHEREAS, pursuant to that certain Agreement and Plan of Merger (the
"MERGER AGREEMENT"), made and entered into as of October 17, 2006, by and among
SYS, a California corporation ("SYS"), Shadow IV, Inc., a Delaware corporation
and wholly-owned subsidiary of SYS ("MERGER SUB"), Ai Metrix, Inc., a Delaware
corporation ("AI METRIX"), the Majority Stockholders, and the Stockholder
Representative, Merger Sub is to merge with and into Ai Metrix, as more fully
set forth in the Merger Agreement;
WHEREAS, each of the SYS Stockholders is, as of the date hereof, the
record and beneficial owner of that number of shares of Common Stock, no par
value ("SYS COMMON STOCK"), of SYS set forth opposite such SYS Stockholder's
name on SCHEDULE A hereto; and
WHEREAS, it is a condition to the consummation of the transactions
contemplated under the Merger Agreement that this Agreement be entered into by
each of the SYS Stockholders. Capitalized terms used in this Agreement without
definition shall have the meanings given to them in the Merger Agreement.
NOW, THEREFORE, in consideration of these premises, the execution and
delivery by the Majority Stockholders of the Merger Agreement and the mutual
representations, warranties, covenants and agreements contained herein and
therein, and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto agree as follows:
1. REPRESENTATIONS AND WARRANTIES OF THE SYS STOCKHOLDERS. Each of
the SYS Stockholders hereby represents and warrants, severally and not jointly,
to the Majority Stockholders and the Stockholder Representative as follows:
(a) Such SYS Stockholder is the beneficial owner (within
the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended
(the "EXCHANGE ACT")), and the record owner of the issued and outstanding
shares of SYS Capital Stock (as may be adjusted from time to time pursuant to
Section 5 hereof, the "SHARES") set forth opposite such SYS Stockholder's name
on SCHEDULE A to this Agreement and such Shares represent all of the issued and
outstanding shares of SYS Capital Stock beneficially owned by such SYS
Stockholder as of the date hereof. For purposes of this Agreement, the term
"Shares" shall also include any shares of SYS Capital Stock issuable to such
SYS Stockholder upon exercise or conversion of any existing right, contract,
option, or warrant to purchase, or securities convertible into or exchangeable
for, SYS Capital Stock ("STOCKHOLDER RIGHTS") that are currently exercisable or
convertible or become exercisable or convertible and any other shares of SYS
Capital Stock such SYS Stockholder may acquire or beneficially own during the
term of this Agreement; provided, however, the term "Shares" shall exclude any
shares of SYS Common Stock or Stockholder Rights that such SYS Stockholder may
sell, transfer, assign or otherwise dispose of during the term of this
Agreement.
(b) Such SYS Stockholder has all requisite power and
authority and, if an individual, the legal capacity, to execute and deliver
this Agreement and to consummate the transactions contemplated hereby. This
Agreement has been validly executed and delivered by such SYS Stockholder and,
assuming that this Agreement constitutes the legal, valid and binding
obligation of the other parties hereto, constitutes the legal, valid and
binding obligation of such SYS Stockholder, enforceable against such SYS
Stockholder in accordance with its terms (except insofar as enforceability may
be limited by applicable bankruptcy, insolvency, reorganization, moratorium or
similar laws affecting creditors' rights generally, or by principles governing
the availability of equitable remedies).
(c) The execution and delivery of this Agreement by such
SYS Stockholder does not, and the performance of this Agreement by such SYS
Stockholder will not, (i) conflict with the Articles of Incorporation or Bylaws
or similar organizational documents of such SYS Stockholder as presently in
effect (in the case of a SYS Stockholder that is a legal entity), (ii) conflict
with or violate any judgment, order, decree, statute, law, ordinance, rule or
regulation applicable to such SYS Stockholder or by which it is bound or
affected, (iii)(A) result in any breach of or constitute a default (or an event
that with notice or lapse of time or both would become a default) under, (B)
give to any other person any rights of termination, amendment, acceleration or
cancellation of, or (C) result in the creation of any pledge, claim, lien,
charge, encumbrance or security interest of any kind or nature whatsoever upon
any of the properties or assets of the SYS Stockholder under, any agreement,
contract, indenture, note or instrument to which such SYS Stockholder is a
party or by which it is bound or affected, except for such breaches, defaults
or other occurrences that would not prevent or materially delay the performance
by such SYS Stockholder of any of such SYS Stockholder's obligations under this
Agreement, or (iv) except for filings required by Section 13 of the Exchange
Act, require any filing by such SYS Stockholder with, or any permit,
authorization, consent or approval of, any governmental or regulatory
authority.
2. REPRESENTATIONS AND WARRANTIES OF THE MAJORITY STOCKHOLDERS.
Each of the Majority Stockholders hereby represents and warrants, severally and
not jointly, to the SYS Stockholders as follows:
(a) Such Majority Stockholder has all requisite power and
authority and, if an individual, the legal capacity, to execute and deliver
this Agreement, to perform its obligations hereunder and to consummate the
transactions contemplated hereby. This Agreement has been duly executed and
delivered by such Majority Stockholder and, assuming that this Agreement
constitutes the legal, valid and binding obligation of the other parties
hereto, constitutes the legal, valid and binding obligation of such Majority
Stockholder, enforceable against such Majority Stockholder in accordance with
its terms (except insofar as enforceability may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium or similar laws affecting
creditors' rights generally, or by principles governing the availability of
equitable remedies).
(b) The execution and delivery of this Agreement by such
Majority Stockholder does not, and the performance of this Agreement by such
Majority Stockholder will not, (i) conflict with the Certificate of
Incorporation or Bylaws or similar organizational documents of such Majority
Stockholder as presently in effect (in the case of a Majority Stockholder that
is a legal entity), (ii) conflict with or violate any judgment, order, decree,
statute, law, ordinance, rule or regulation applicable to such Majority
Stockholder or by which it is bound or affected, (iii)(A) result in any breach
of or constitute a default (or an event that with notice or lapse of time or
both would become a default) under, (B) give to others any rights of
termination, amendment, acceleration or cancellation of, or (C) result in the
creation of any pledge, claim, lien, charge, encumbrance or security interest
of any kind or nature whatsoever upon any of the properties or assets of such
Majority Stockholder under, any agreement, contract, indenture, note or
instrument to which such Majority Stockholder is a party or by which it is
bound or affected, except for such breaches, defaults or other occurrences that
would not prevent or materially delay the performance by such Majority
Stockholder of such Majority Stockholder's obligations under this Agreement, or
(iv) except for filings required by Section 13 of the Exchange Act, require any
filing by such Majority Stockholder with, or any permit, authorization, consent
or approval of, any governmental or regulatory authority.
3. COVENANT OF THE SYS STOCKHOLDERS. Each of the SYS Stockholders,
severally and not jointly, agrees that, at any annual, special or other meeting
of stockholders of SYS called to vote upon whether or not to issue SYS Common
Stock to the Ai Metrix Stockholders as Earnout Consideration pursuant to
Section 2.5 of the Merger Agreement ("EARNOUT PROPOSAL"), or at any adjournment
or postponement thereof or in any other circumstances upon which a vote,
consent or other approval (including by written consent) with respect to such
matter is sought, however called, unless Stockholder Representative votes such
SYS Stockholder's Shares directly pursuant to the proxy granted in Section 4
hereof, such SYS Stockholder will appear at the meeting or otherwise cause his,
her or its Shares to be counted as present thereat for purposes of establishing
a quorum and shall vote (or cause to be voted), or shall consent, execute a
consent or cause to be executed a consent in respect of, such SYS Stockholder's
Shares in favor of the Earnout Proposal and any actions required in furtherance
thereof and against the approval or adoption of any proposal made in opposition
to, or in competition with, the Earnout Proposal.
4. GRANT OF IRREVOCABLE PROXY; APPOINTMENT OF PROXY.
(a) Contemporaneously with the execution of this Agreement,
each SYS Stockholder agrees to deliver to Stockholder Representative a proxy in
the form attached hereto as EXHIBIT A, which shall be irrevocable, with respect
to the Shares, subject to other terms and conditions of this Agreement.
(b) Each SYS Stockholder represents that any proxies
heretofore given in respect of such SYS Stockholder's Shares are not
irrevocable, and that any such proxies are hereby revoked.
(c) Each SYS Stockholder hereby affirms that the
irrevocable proxy delivered in connection herewith is given in connection with
the execution of the Merger Agreement, and that such irrevocable proxy is given
to secure the performance of the duties of such SYS Stockholder under this
Agreement. Such SYS Stockholder hereby further affirms that the irrevocable
proxy is coupled with an interest and may under no circumstances be revoked,
subject to Section 7 herein. Such SYS Stockholder hereby ratifies and confirms
all that such irrevocable proxy may lawfully do or cause to be done by virtue
hereof. Such irrevocable proxy is executed and intended to be irrevocable in
accordance with the provisions of Section 705(e) of the California Corporations
Code. Such irrevocable proxy shall be valid until the termination of this
Agreement pursuant to Section 7 herein.
5. ADJUSTMENTS UPON SHARE ISSUANCES, CHANGES IN CAPITALIZATION. In
the event of any change in SYS Common Stock or in the number of outstanding
shares of SYS Common Stock by reason of a stock dividend, subdivision,
reclassification, recapitalization, split, combination, exchange of shares or
other similar event or transaction or any other change in the corporate or
capital structure of SYS (including, without limitation, the declaration or
payment of an extraordinary dividend of cash, securities or other property),
and consequently the number of Shares changes or is otherwise adjusted, this
Agreement and the obligations hereunder shall attach to any additional shares
of SYS Common Stock, Stockholder Rights or other securities or rights of SYS
issued to or acquired by each of the SYS Stockholders.
6. FURTHER ASSURANCES. Each SYS Stockholder will, from time to
time, execute and deliver, or cause to be executed and delivered, such
additional or further transfers, assignments, endorsements, consents and other
instruments as the Stockholder Representative may reasonably request for the
purpose of effectively carrying out the transactions contemplated by this
Agreement and to vest the power to vote such SYS Stockholder's Shares as
contemplated by Sections 3 and 4 herein.
7. TERMINATION. This Agreement, and all rights and obligations of
the parties hereunder, shall terminate upon the earlier of (i) the date of
payment of any Earnout Consideration, (ii) the EBITDA Determination Date if no
Earnout Consideration is due and payable to the Ai Metrix Stockholders pursuant
to Section 2.5 of the Merger Agreement, and (iii) the date upon which the
Merger Agreement is terminated pursuant to Section 8.1 thereof. Notwithstanding
the foregoing, Sections 7, 8 and 9 shall survive any termination of this
Agreement.
8. ACTION IN SYS STOCKHOLDER CAPACITY ONLY. No person executing
this Agreement who is or becomes during the term hereof a director or officer
of SYS makes any agreement or understanding herein in his or her capacity as
such director or officer. Each SYS Stockholder signs solely in his or her
capacity as the record holder and beneficial owner of, or the trustee of a
trust whose beneficiaries are the beneficial owners of, such SYS Stockholder's
Shares and nothing herein shall limit or affect any actions taken by a SYS
Stockholder in his or her capacity as an officer or director of SYS to the
extent permitted by the Merger Agreement..
9. MISCELLANEOUS.
(a) ASSIGNMENT. Neither this Agreement nor any of the
rights, interests or obligations hereunder shall be assigned by any of the
parties without the prior written consent of the other parties, except that the
Stockholder Representative may assign this Agreement to a successor stockholder
representative as may be appointed from time to time pursuant to Section 7.1 of
the Merger Agreement. Subject to the preceding sentence, this Agreement will be
binding upon, inure to the benefit of and be enforceable by the parties and
their respective successors and assigns.
(b) EXPENSES. All costs and expenses incurred in connection
with this Agreement and the transactions contemplated thereby shall be paid by
the party incurring such expenses.
(c) AMENDMENTS. This Agreement may not be amended except by
an instrument in writing signed by each of the SYS Stockholders and the
Stockholder Representative and in compliance with applicable law.
(d) NOTICE. All notices and other communications hereunder
shall be in writing and shall be deemed duly given if delivered personally,
mailed by registered or certified mail (return receipt requested), delivered by
Federal Express or other nationally recognized overnight courier service or
sent via facsimile to the parties at the following addresses (or at such other
address for a party as shall be specified by like notice):
(i) if to the Majority Stockholders or the
Stockholder Representative:
Xxxxxx X. Xxxxxx
Managing Director
Spectrum Equity Investors
000 Xxxxxxxxxxx Xxxx, Xxxxx 000
Xxxxx Xxxx, XX 00000
Phone: (000) 000-0000
Fax: (000) 000-0000
and
(ii) if to a SYS Stockholder, to the address set
forth under the name of such SYS Stockholder on SCHEDULE A hereto
with a copy to (which shall not constitute
notice):
Xxxxxx & Xxxxxxx LLP
00000 Xxxx Xxxxx Xxxxx, Xxxxx 000
Xxx Xxxxx, XX 00000
Attention: Xxxxx X. Xxxxxx, Esq.
Facsimile: (000) 000-0000
(e) INTERPRETATION. The headings contained in this
Agreement are for reference purposes only and shall not affect in any way the
meaning or interpretation of this Agreement. In this Agreement, unless a
contrary intention appears, (i) the words "herein," "hereof" and "hereunder"
and other words of similar import refer to this Agreement as a whole and not to
any particular Section or other subdivision and (ii) reference to any Section
means such Section hereof. No provision of this Agreement shall be interpreted
or construed against any party hereto solely because such party or its legal
representative drafted such provision.
(f) COUNTERPARTS. This Agreement may be executed in two or
more counterparts, each of which shall be deemed to be an original, but all of
which shall constitute one and the same agreement.
(g) ENTIRE AGREEMENT. This Agreement constitutes the entire
agreement of the parties and supersedes all prior agreements and undertakings,
both written and oral, between the parties, or any of them, with respect to the
subject matter hereof, and except as otherwise expressly provided herein, is
not intended to confer upon any other person any rights or remedies hereunder.
(h) GOVERNING LAW. This Agreement (including any claim or
controversy arising out of or relating to this Agreement) shall be governed by
the laws of the State of New York without regard to conflict of law principles
that would result in the application of any law other than the law of the State
of New York, and any action arising out of or relating to this Agreement shall
be brought only in the appropriate federal or state court in San Diego County,
California. Each of the parties hereto agrees that a final judgment in any
action or proceeding shall be conclusive and may be enforced in other
jurisdictions by suit on the judgment or in any other manner provided by law.
(i) WAIVER OF JURY TRIAL. EACH OF THE PARTIES IRREVOCABLY
WAIVES ANY AND ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING BETWEEN
THE PARTIES ARISING OUT OF OR RELATING TO THIS AGREEMENT AND THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT.
(j) SPECIFIC PERFORMANCE. The parties hereto agree that
irreparable damage to the Majority Stockholders and the Stockholder
Representative will occur in the event that any of the provisions of this
Agreement were not performed in accordance with their specific terms or were
otherwise breached and that there will be no adequate remedy at law for a
violation of any provision of this Agreement by the SYS Stockholders. It is
accordingly agreed that the parties shall not object to the granting of such
relief on the basis that an adequate remedy exists at law and shall not insist
upon the posting of any bond as a condition to the granting of such relief,
this being in addition to any other remedy to which they are entitled at law or
in equity.
(k) SEVERABILITY. If any term or other provision of this
Agreement is invalid, illegal or incapable of being enforced by any rule of law
or public policy, all other conditions and provisions of this Agreement shall
nevertheless remain in full force and effect so long as the economic or legal
substance of the transactions contemplated hereby is not affected in any manner
materially adverse to any party. Upon such determination that any term or other
provision is invalid, illegal or incapable of being enforced, the parties
hereto shall negotiate in good faith to modify this Agreement so as to effect
the original intent of the parties as closely as possible in an acceptable
manner to the end that transactions contemplated hereby are fulfilled to the
extent possible.
(l) ENFORCEMENT. Each of SYS, the Majority Stockholders and
the Stockholder Representative are entitled to bring an action or to otherwise
enforce its rights hereunder.
(m) COOPERATION. The SYS Stockholders agree to cooperate
fully with SYS, Ai Metrix and the Majority Stockholders and to execute and
deliver such further documents, certificates, agreements and instruments and to
take or cause to be taken such other actions as may be reasonably requested by
the Majority Stockholders or the Stockholder Representative to consummate and
make effective the transactions contemplated by this Agreement and to carry out
the intent and purpose of this Agreement. The SYS Stockholders hereby agree
that the Majority Stockholders may publish and disclose in any documents
required to be filed with the Commission, such SYS Stockholders' identity and
ownership of Shares and the nature of such SYS Stockholders' commitments,
arrangements and understandings under this Agreement and may further file this
Agreement as an exhibit to any filing made with the Commission relating to the
transactions contemplated by this Agreement.
(n) CONFIDENTIALITY. Each of the SYS Stockholders
recognizes that successful consummation of the transactions contemplated by the
Merger Agreement may be dependent upon confidentiality with respect to the
matters referred to herein. In this connection, pending public disclosure
thereof, each SYS Stockholder hereby agrees not to disclose or discuss such
matters with anyone not a party to this Agreement (other than SYS and its
subsidiaries and their respective directors, officers and employees, and its or
SYS's counsel and advisors, if any) without the prior written consent of the
Stockholder Representative, Ai Metrix and SYS, except for disclosures such SYS
Stockholder's counsel advises are required by law, in which event, such SYS
Stockholder shall give notice of such disclosure to SYS, Ai Metrix and the
Stockholder Representative as promptly as practicable (and in any event prior
to making such disclosure) so as to enable SYS, Ai Metrix or the Stockholder
Representative to seek a protective order from a court of competent
jurisdiction with respect thereto.
(o) THIRD PARTY BENEFICIARIES. Nothing in this Agreement,
express or implied, is intended to or shall confer upon any Person (other than
the parties hereto, the Majority Stockholders, SYS and Ai Metrix) any right,
benefit or remedy of any nature whatsoever under or by reason of this
Agreement.
(p) NO OWNERSHIP INTEREST. Nothing contained in this
Agreement shall be deemed to vest in the Majority Stockholders any direct or
indirect ownership or incidence of ownership of or with respect to any of the
Shares. All rights, ownership and economic benefits of and relating to the
Shares shall remain vested in and belong to the SYS Stockholders, and the
Majority Stockholders shall have no authority to manage, direct, superintend,
restrict, regulate, govern, or administer any of the policies or operations of
SYS or exercise any power or authority to direct the SYS Stockholders in the
voting of any of the Shares, except as otherwise provided herein.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, each of the Majority Stockholders, the SYS
Stockholders and the Stockholder Representative has signed this Agreement, all
as of the date first written above.
MAJORITY STOCKHOLDERS
GENERAL ATLANTIC PARTNERS 74, L.P.
By: GENERAL ATLANTIC LLC,
its General Partner
By: /s/ Xxxxxxx Xxxxxx
----------------------
Name: Xxxxxxx Xxxxxx
Title: A Managing Director
GAP COINVESTMENT PARTNERS II, L.P.
By: /s/ Xxxxxxx Xxxxxx
---------------------------
Name: Xxxxxxx Xxxxxx
Title: A General Partner
GAPCO GMBH & CO. KG
By: GAPCO MANAGEMENT GMBH,
its General Partner
By: /s/ Xxxxxxx Xxxxxx
----------------------
Name: Xxxxxxx Xxxxxx
Title: A Managing Director
GAPSTAR, LLC
By: GENERAL ATLANTIC LLC,
its Sole Member
By: /s/ Xxxxxxx Xxxxxx
----------------------
Name: Xxxxxxx Xxxxxx
Title: A Managing Director
VOTING AGREEMENT
COUNTERPART SIGNATURE PAGE
SPECTRUM EQUITY INVESTORS II, L.P.
By: SPECTRUM EQUITY ASSOCIATES II, L.P.,
its General Partner
By: /s/ Xxxxxxx X. Xxxxxxxx
---------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: General Partner
SEA 1998 II, L.P.
By: /s/ Xxxxxxx X. Xxxxxxxx
-------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: General Partner
SPECTRUM EQUITY INVESTORS III, L.P.
By: SPECTRUM EQUITY ASSOCIATES III, L.P.,
its General Partner
By: /s/ Xxxxx X. Xxxxxxxxx
---------------------------
Name: Xxxxx X. Xxxxxxxxx
Title: General Partner
VOTING AGREEMENT
COUNTERPART SIGNATURE PAGE
SEI III ENTREPRENEURS' FUND, L.P.
By: SEI III ENTREPRENEURS' LLC,
its General Partner
By: /s/ Xxxxx X. Xxxxxxxxx
--------------------------
Name: Xxxxx X. Xxxxxxxxx
Title: Managing Director
SPECTRUM III INVESTMENT MANAGERS'
FUND, L.P.
By: /s/ Xxxxx X. Xxxxxxxxx
--------------------------------
Name: Xxxxx X. Xxxxxxxxx
Title: General Partner
XXXX XXXXXX
/s/ Xxxx Xxxxxx
------------------------------------
Xxxx Xxxxxx
VOTING AGREEMENT
COUNTERPART SIGNATURE PAGE
IN WITNESS WHEREOF, each of the Majority Stockholders, the SYS
Stockholders and the Stockholder Representative has signed this Agreement, all
as of the date first written above.
STOCKHOLDER REPRESENTATIVE
XXXXXX X. XXXXXX
/s/ Xxxxxx X. Xxxxxx
-------------------------------
VOTING AGREEMENT
COUNTERPART SIGNATURE PAGE
IN WITNESS WHEREOF, each of the Majority Stockholders, the SYS
Stockholders and the Stockholder Representative has signed this Agreement, all
as of the date first written above.
SYS STOCKHOLDERS
/s/ Xxxxxxx Xxxxx
-------------------------------
Xxxxxxx Xxxxx
Address: c/o SYS
0000 Xxxxxx Xxxxxx Xxxx, Xxxxx 000
Xxx Xxxxx, XX 00000
/s/ Xxxxxxx Xxxx
-------------------------------
Xxxxxxx Xxxx
Address: c/o SYS
0000 Xxxxxx Xxxxxx Xxxx, Xxxxx 000
Xxx Xxxxx, XX 00000
/s/ Xxx Xxxxxxx
-------------------------------
Xxx Xxxxxxx
Address: c/o SYS
0000 Xxxxxx Xxxxxx Xxxx, Xxxxx 000
Xxx Xxxxx, XX 00000
VOTING AGREEMENT
COUNTERPART SIGNATURE PAGE
SYS STOCKHOLDERS
/s/ Xxxxxx Xxxx
-------------------------------
Xxxxxx Xxxx
Address: c/o SYS
0000 Xxxxxx Xxxxxx Xxxx, Xxxxx 000
Xxx Xxxxx, XX 00000
/s/ Xxxxxxx Xxxxx
-------------------------------
Xxxxxxx Xxxxx
Address: c/o SYS
0000 Xxxxxx Xxxxxx Xxxx, Xxxxx 000
Xxx Xxxxx, XX 00000
/s/ Xxxx Xxxxxx
-------------------------------
Xxxx Xxxxxx
Address: c/o SYS
0000 Xxxxxx Xxxxxx Xxxx, Xxxxx 000
Xxx Xxxxx, XX 00000
VOTING AGREEMENT
COUNTERPART SIGNATURE PAGE
SYS STOCKHOLDERS
/s/ Janathin Xxxxxx
-------------------------------
Janathin Xxxxxx
Address: c/o SYS
0000 Xxxxxx Xxxxxx Xxxx, Xxxxx 000
Xxx Xxxxx, XX 00000
/s/ Xxxxxxx Xxxxxxxxxxx
-------------------------------
Xxxxxxx Xxxxxxxxxxx
Address: c/o SYS
0000 Xxxxxx Xxxxxx Xxxx, Xxxxx 000
Xxx Xxxxx, XX 00000
/s/ Xxxxxx Xxxxxx
-------------------------------
Xxxxxx Xxxxxx
Address: c/o SYS
0000 Xxxxxx Xxxxxx Xxxx, Xxxxx 000
Xxx Xxxxx, XX 00000
VOTING AGREEMENT
COUNTERPART SIGNATURE PAGE
SCHEDULE A
OWNERSHIP OF SHARES
-------------------------------------------------------------------------------
NUMBER OF SHARES OF
NAME AND ADDRESS OF SYS STOCKHOLDER SYS CAPITAL STOCK
-------------------------------------------------------------------------------
Xxxxxxx Xxxxx 1,384,447
Xxxxxxx Xxxx 150,198
Xxx Xxxxxxx 107,925
Xxxxxx Xxxx 27,569
Xxxxxxx Xxxxx 93,105
Xxxx Xxxxxx 837,869
Janathin Xxxxxx 445,651
Xxxxxxx Xxxxxxxxxxx 194,150
Xxxxxx Xxxxxx 138,194
-------------------------------------------------------------------------------
EXHIBIT A
IRREVOCABLE PROXY
The undersigned stockholder (the "STOCKHOLDER") of SYS, a
California corporation ("SYS"), hereby irrevocably appoints and constitutes
Xxxxxx X. Xxxxxx, in his capacity as Stockholder Representative under that
certain Agreement and Plan of Merger (the "MERGER AGREEMENT"; capitalized terms
used but not defined herein have the meanings given thereto in the Merger
Agreement), made and entered into as of October 17, 2006, by and among SYS,
Shadow IV, Inc., a Delaware corporation and wholly-owned subsidiary of SYS
("MERGER SUB"), Ai Metrix, Inc., a Delaware corporation ("AI METRIX"), the
Majority Stockholders, and the Stockholder Representative ("STOCKHOLDER
REPRESENTATIVE"), or any designee of Stockholder Representative (the
Stockholder Representative or such designee, the "PROXYHOLDER"), as his, her or
its true and lawful proxy and attorney-in-fact, for and in the name, place and
stead of the Stockholder, to vote the Stockholder's shares of capital stock of
SYS that are listed below (the "Shares"), and any and all other shares or
securities issued or issuable in respect thereof on or after the date hereof
and prior to the date this Irrevocable Proxy terminates, at any annual, special
or other meeting of stockholders of SYS called to vote upon whether or not to
issue SYS Common Stock to the Ai Metrix Stockholders as Earnout Consideration
pursuant to Section 2.5 of the Merger Agreement (the "EARNOUT PROPOSAL"), or at
any adjournment or postponement thereof or in any other circumstances upon
which a vote, consent or other approval (including by written consent) with
respect to such matter is sought, however called, in favor of the Earnout
Proposal and any actions required in furtherance thereof.
The Proxyholder may not exercise this Irrevocable Proxy with
respect to any matter except as expressly authorized herein. The Stockholder
may vote the Shares on all other matters, subject to such other agreements to
which the Stockholder is a party or by which he, she, it or the Shares may be
bound. The Irrevocable Proxy granted by the Stockholder to the Proxyholder
hereby is granted as of the date of this Irrevocable Proxy in order to secure
the obligations of such Stockholder set forth in SECTION 3 of the Voting
Agreement. Accordingly, the Stockholder agrees that this Irrevocable Proxy is
coupled with an interest sufficient in law to support an irrevocable power and
shall not be terminated by any act of the Stockholder or by the occurrence of
any event or events except as provided herein.
This Irrevocable Proxy will terminate automatically upon the
termination of the Voting Agreement in accordance with its terms. Upon the
execution hereof, all prior proxies, voting agreements or powers-of-attorney
given by the Stockholder with respect to the Shares and any and all other
shares or securities issued or issuable in respect thereof on or after the date
hereof are hereby revoked and terminated, and no subsequent proxies or
powers-of attorney will be given nor voting agreements made until such time as
this Irrevocable Proxy shall be terminated in accordance with its terms. All
authority conferred herein shall survive the insolvency, incapacity, death,
dissolution or liquidation of the Stockholder, and all obligations of the
Stockholder hereunder shall be binding upon the heirs, executors,
administrators, personal representatives, successors and assigns of the
Stockholder. The Stockholder authorizes the Proxyholder to file this
Irrevocable Proxy and any substitution or revocation of substitution with the
Secretary of SYS and with any inspector of elections at any meeting of the
shareholders of SYS.
DATED: October ___, 2006
---------------------------------
Signature
---------------------------------
Print Name
Address:
-------------------------
---------------------------------
---------------------------------
Number of Shares Held Beneficially and of Record by the Stockholder:
____________ shares of SYS Common Stock owned beneficially and of record;
____________ shares of SYS Preferred Stock, owned beneficially and of record;
____________ shares of SYS Preference Stock, owned beneficially and of record.
