Exhibit 4
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Execution Copy
VOTING AGREEMENT
THIS VOTING AGREEMENT (this "Agreement") is made and entered into as of
November 6, 2001, by and among Aquent, Inc., a Massachusetts corporation (the
"Parent"), and G. Xxxx Xxxxxx ("GDC" or the "Stockholder").
WHEREAS, on October 5, 2001, Aquent, JetElectro Acquisition Corp., a
Massachusetts corporation and wholly owned subsidiary of the Parent ("Sub"), and
Renaissance Worldwide, Inc., a Massachusetts corporation (the "Company"),
entered into an Agreement and Plan of Merger (as the same may be amended or
supplemented, the ("Merger Agreement")) that provides for the merger (the
"Merger") of the Sub with and into the Company;
WHEREAS, GDC desires that Parent, Sub and the Company consummate the Merger
and agrees to vote his shares of stock of the Company in favor of the Merger,
upon and subject to the terms and conditions stated in this Agreement;
NOW, THEREFORE, in consideration of the mutual covenants, conditions and
agreements contained herein, the parties agree as follows:
1. Representations and Warranties. GDC represents and warrants to the
Parent as follows:
(a) Without giving effect to the Xxxxxx Agreement described below, GDC
is the record and beneficial owner of the number of shares (the
"Stockholder's Shares") of capital stock, no par value per share, of the
Company ("Company Capital Stock") set forth below the Stockholder's name on
the signature page hereof. For purposes of this Agreement, "beneficial
ownership" shall have the meaning given to such term in Rule 13d-3 under
the Securities Exchange Act of 1934, as amended. This Agreement has been
duly authorized, executed and delivered by, and constitutes a valid and
binding agreement of, GDC, enforceable in accordance with its terms.
(b) Neither the execution and delivery of this Agreement nor the
consummation by GDC of the transactions contemplated hereby will result in
a violation of, or a default under, or conflict with, any contract, trust,
commitment, agreement, understanding, arrangement or restriction of any
kind to which GDC is a party or bound or to which the Stockholder's Shares
are subject. If the Stockholder is married and the Stockholder's Shares
constitute community property, this Agreement has been duly authorized,
executed and delivered by, and constitutes a valid and binding agreement
of, the Stockholder's spouse, enforceable against such person in accordance
with its terms. Consummation by GDC of the transactions contemplated hereby
will not violate, or
require any consent, approval, or notice under, any provision of any
judgment, order, decree, statute, law, rule or regulation applicable to GDC
or the Stockholder's Shares.
(c) The Stockholder's Shares and the certificates representing the
Stockholder's Shares are now, and at all times during the term hereof will
be, held by GDC or Registry Holding Company, Inc., a Delaware corporation
("Registry") (except that GDC may sell and transfer up to 625,000 shares of
the Stockholder's Shares to the Company pursuant to an agreement dated as
of November 6, 2001 between GDC, Aquent and the Company (the "Xxxxxx
Agreement")), in each case free and clear of all liens, security interests,
proxies, voting trusts or voting agreements or any other encumbrances
whatsoever, except for restrictions on transfer arising under applicable
securities laws and any such voting agreements, encumbrances or proxies
arising hereunder.
(d) Except for XX Xxxxx Securities Corporation, no broker, investment
banker, financial adviser or other person is entitled to any broker's,
finder's, financial adviser's or other similar fee or commission in
connection with the transactions contemplated hereby based upon
arrangements made by or on behalf of GDC.
2. Voting Agreements and Irrevocable Proxy.
(a) GDC agrees with, and covenants to, the Parent that at any meeting
of stockholders of the Company called to vote upon the Merger and the
Merger Agreement or at any adjournment thereof or in any other
circumstances upon which a vote, consent or other approval with respect to
the Merger and the Merger Agreement is sought, GDC shall vote (or cause to
be voted) the Stockholder's Shares in favor of the Merger, the execution
and delivery by Company of the Merger Agreement, and the approval of the
terms thereof and each of the other transactions contemplated by the Merger
Agreement provided that the terms of the Merger Agreement do not change in
any material respect after the date hereof (including, without limitation,
a change in the price payable for each share of Company Common Stock or a
change in the termination date set forth in Section 8.01(b)(i) of the
Merger Agreement), each of which shall be deemed to be material.
(b) Concurrently with the execution of this Agreement, the Stockholder
agrees to deliver to Parent a proxy in the form attached hereto as Exhibit
A (the "Proxy"), which shall be coupled with an interest and irrevocable,
with respect to the Stockholder's Shares.
3. Covenants. GDC agrees with, and covenants to, the Parent that GDC
shall not (i) transfer (which term shall include, without limitation, for the
purposes of this Agreement, any sale, gift, pledge, encumbrance, grant of
security interest in or other disposition), or consent to any transfer of, any
or all of the Stockholder's Shares or any interest therein, except to the
Company pursuant to the Xxxxxx Agreement, to Registry (provided that, prior to
such transfer, Registry executes a counterpart signature page to this Agreement
and agrees to be bound to all of the terms hereof as if it were GDC) or pursuant
to the Merger; (ii) enter into any contract, option or other agreement or
understanding (other than this Agreement or the Xxxxxx Agreement) with respect
to any transfer of any or all of the Stockholder's Shares or any interest
therein other than
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to Registry; (iii) grant any proxy, power of attorney or other authorization in
or with respect to the Stockholder's Shares, except for this Agreement; or (iv)
deposit the Stockholder's Shares into a voting trust or enter into a voting
agreement or arrangement (other than this Agreement) with respect to such
shares.
4. Limitation on Recourse. The Parent's sole recourse with respect to any
breach of this Agreement by GDC shall be against the Stockholder's Shares;
provided that the foregoing limitation of recourse shall not apply to any
disputes, claims, losses, costs, liabilities, expenses or damages (including,
but not limited to, any inability to collect) arising out of or resulting from
any misrepresentation or breach of representations or warranty contained in
Section 1(a), 1(b) or 1(c) of this Agreement or any breach or violation of the
covenants contained in Section 3 of this Agreement, in which case recourse shall
be limited to an aggregate dollar amount equal to 11,091,070 multiplied by the
per share fair market value of Company Common Stock.
5. Certain Events. GDC agrees that this Agreement and the obligations
hereunder shall attach to the Stockholder's Shares and shall be binding upon any
person or entity to which legal or beneficial ownership of any or all of the
Stockholder's Shares shall pass, whether by operation of law or otherwise,
including without limitation the Stockholder's successors or assigns. In the
event of any stock split, stock dividend, merger, reorganization,
recapitalization or other change in the capital structure of the Company
affecting the Company Capital Stock, or the acquisition of additional shares of
Company Capital Stock or other voting securities of the Company by GDC, the
number of the Stockholder's Shares subject to the terms of this Agreement shall
be adjusted appropriately and this Agreement and the obligations hereunder shall
attach to any additional shares of Company Capital Stock or other voting
securities of Company issued to or acquired by GDC.
6. Legends. GDC agrees that, at the request of the Parent, GDC will place
a legend, referring to this Agreement and in a form reasonably satisfactory to
the Company, on the certificates representing the Stockholder's Shares.
7. Further Assurances. GDC shall, upon the reasonable request of the
Parent, execute and deliver any additional documents and take such further
actions as may be reasonably deemed to be necessary or desirable to carry out
the provisions hereof.
8. Termination. This Agreement, and all rights and obligations of the
parties hereunder shall terminate upon the earliest to occur of (i) the
termination of the Merger Agreement, (ii) the consummation of the Merger (as
defined in the Merger Agreement) or (iii) February 28, 2001.
9. Enforcement Costs. If any party institutes an action with respect to
any dispute of the terms of this Agreement, the prevailing party shall be
entitled to reimbursement on demand of all costs and expenses of such action
including reasonable legal fees.
10. Miscellaneous.
(a) Capitalized terms used and not otherwise defined in this Agreement
shall have the respective meanings assigned to them in the Merger
Agreement.
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(b) All notices, requests, claims, demands and other communications
under this Agreement shall be in writing and shall be deemed given if
delivered personally or sent by overnight courier (providing proof of
delivery) 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
Parent to the address provided in the Merger Agreement; and (ii) if to the
Stockholder, to his address shown below his signature on the last page
hereof.
(c) 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.
(d) This Agreement may be executed in one or more counterparts, each
of which shall be considered an original hereof and one and the same
agreement.
(e) This Agreement (including the documents and instruments referred
to herein) constitutes the entire agreement, and supersedes all prior
agreements and understandings, both written and oral, among the parties
with respect to the subject matter hereof.
(f) This Agreement shall be governed by, and construed in accordance
with, the laws of the Commonwealth of Massachusetts, regardless of the laws
that might otherwise govern under applicable principles of conflicts of
laws thereof.
(g) Neither this Agreement nor any of the rights, interests or
obligations under this Agreement shall be assigned, in whole or in part, by
operation of law or otherwise, by any of the parties without the prior
written consent of the other parties; provided, however, that no such prior
written consent shall be required with respect to any transfer by GDC of
any or all of the Stockholder's Shares to the Company pursuant to the
Letter Agreement or to Registry. Any assignment in violation of the
foregoing shall be void.
(h) GDC agrees that irreparable damage would occur and that Parent
would not have any adequate remedy at law in the event that any of the
provisions of this Agreement were not performed in accordance with their
specific terms or were otherwise breached. It is accordingly agreed that
Parent shall be entitled to an injunction or injunctions to prevent
breaches by GDC of this Agreement and to enforce specifically the terms and
provisions of this Agreement in any court, this being in addition to any
other remedy to which they are entitled at law or in equity. In addition,
each of the parties hereto (i) consents to submit such party to the
personal jurisdiction of any Federal court located in the Commonwealth of
Massachusetts or any Commonwealth of Massachusetts state court in the event
any dispute arises out of this Agreement or any of the transactions
contemplated hereby, (ii) agrees that such party will not attempt to deny
or defeat such personal jurisdiction by motion or other request for leave
from any such court and (iii) agrees that such party will not bring any
action relating to this Agreement or any of the transactions contemplated
hereby in any court other than a Federal court sitting in the Commonwealth
of Massachusetts or a Massachusetts state court.
(i) If any term, provision, covenant or restriction herein, or the
application thereof to any circumstance, shall, to any extent, be held by a
court of competent
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jurisdiction to be invalid, void or unenforceable, the remainder of the
terms, provisions, covenants and restrictions herein and the application
thereof to any other circumstances, shall remain in full force and effect,
shall not in any way be affected, impaired or invalidated, and shall be
enforced to the fullest extent permitted by law.
11. Amendment, Modification or Waiver. No amendment, modification or
waiver in respect of this Agreement shall be effective against any party unless
it shall be in writing and signed by such party.
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IN WITNESS WHEREOF, the undersigned parties have executed and delivered
this Agreement as of the day and year first above written.
THE STOCKHOLDER:
/s/ G. Xxxx Xxxxxx
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G. Xxxx Xxxxxx
000 Xxxxxxx Xxxx
Xxxxxxxxx, XX 00000
Number of Shares: 11,716,070 (without
giving effect to the Xxxxxx Agreement)
AQUENT, INC.
000 Xxxxxxxx Xxxxxx
Xxxxxx, XX 00000
By: /s/ Xxxx X. Xxxxxx
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Xxxx X. Xxxxxx
President & Chief Executive Officer
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EXHIBIT A
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IRREVOCABLE PROXY
Subject to all of the terms of this Irrevocable Proxy, including without
limitation as set forth in the third paragraph hereof, the undersigned
shareholder of Renaissance Worldwide, Inc., a Massachusetts corporation
("Renaissance"), hereby irrevocably appoints Xxxx X. Xxxxxx and Xxxxxx X. Xxxxxx
of Aquent, Inc., a Massachusetts corporation ("Aquent"), and each of them, as
the sole and exclusive attorneys and proxies of the undersigned, with full power
of substitution and resubstitution, to the full extent of the undersigned's
rights with respect to all shares of Common Stock of Renaissance beneficially
owned by the undersigned (the "Shares"), until the Expiration Date (as defined
below). As used herein, the term "Expiration Date" shall mean the earlier to
occur of: (A) such date and time as the merger of JetElectro, Corp., a
Massachusetts corporation and wholly-owned subsidiary of Aquent ("Transitory
Subsidiary"), with and into Renaissance (the "Merger") contemplated by that
certain Agreement and Plan of Merger dated as of October 5, 2001, (B) such date
and time as the Merger Agreement is terminated pursuant to Section 8.01 thereof
or (C) February 28, 2001. Upon the execution hereof, all prior proxies given by
the undersigned with respect to the Shares are hereby revoked and no subsequent
proxies will be given.
This proxy is coupled with an interest and irrevocable, is granted in order
to secure the obligations under the Voting Agreement dated as of November _,
2001 between Aquent and the undersigned shareholder. The attorneys and proxies
named above will be empowered at any time prior to the Expiration Date to
exercise all voting and other rights (including, without limitation, the power
to execute and deliver written consents with respect to the Shares) of the
undersigned at every annual, special or adjourned meeting of Renaissance
shareholders, and in every written consent in lieu of such a meeting, or
otherwise, in favor of approval and adoption of the Merger Agreement and the
Articles of Merger (as defined in the Merger Agreement) provided that the terms
of the Merger Agreement do not change in any material respect after October 5,
2001.
The attorneys and proxies named above may only exercise this proxy to vote
the Shares subject hereto at any time prior to the Expiration Date at every
annual, special or adjourned meeting of the shareholders of Renaissance and in
every written consent in lieu of such meeting, in favor of the Merger, the
execution and delivery by the Company of the Merger Agreement, and the approval
of the terms thereof and each of the other transactions contemplated by the
Merger Agreement. The undersigned shareholder may vote the Shares on all other
matters.
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Any obligation of the undersigned hereunder shall be binding upon the
successors and assigns of the undersigned.
This proxy is irrevocable.
Dated: November 6, 2001
/s/ G. Xxxx Xxxxxx
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G. Xxxx Xxxxxx
Print Name of Shareholder: G. Xxxx Xxxxxx
Shares beneficially owned as of the date hereof:
11,716,070 shares of Common Stock (subject to the Xxxxxx Agreement)
Shares subject to this Irrevocable Proxy:
11,716,070 shares of Common Stock (subject to the Xxxxxx Agreement)
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