VOTING AGREEMENT AND PROXY
VOTING AGREEMENT AND PROXY (the "Agreement") made this
_______ day of January, 1996, by and among Advanced MobileComm,
Inc., a Massachusetts corporation ("AMI"), and each of the
persons who is acquiring capital stock of Pittencrieff
Communications, Inc., a Delaware corporation (the "Company"), on
the date hereof and is listed on Schedule I hereto (such persons
being hereinafter referred to collectively as the "Stockholders"
and each singly as a "Stockholder").
WHEREAS, the Stockholders have acquired on the date hereof
an aggregate of 11,909,842 shares of the Common Stock, $.01 par
value (the "Common Stock") of the Company;
WHEREAS, in order to induce AMI to consummate the sale of
stock and assets to the Company on the date hereof and to induce
an affiliate of AMI to make certain financial commitments to the
Company, the Stockholders are willing to grant a proxy to vote
their shares of Common Stock for a period of time to designees of
AMI;
NOW, THEREFORE, in consideration of the mutual covenants
herein contained and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the
Company and the Stockholders agree as follows:
1. Grant of Proxy. Except as expressly provided to the
contrary in Section 2, each of the Stockholders does hereby agree
that he or she shall vote the shares of Common Stock held by him
or her in the manner designated by AMI and to effectuate the
foregoing, each of the Stockholders does hereby constitute and
appoint each of Xxxxx X. Xxxxx, Xxxxxx X. Xxxxx and Xxxxxx X.
Xxxxxx, and each of them acting singly, with full power of
substitution, the attorneys and proxies of each Stockholder to
vote in such manner as each such attorney and proxy (or his
substitute) shall in his sole discretion deem proper with respect
to all of the shares of Common Stock which the Stockholder is
entitled to vote at any meeting (whether annual or special and
whether or not an adjourned meeting) of stockholders of the
Company which may be held during the period commencing on the
date hereof and ending on the second anniversary of the date
hereof. This proxy is coupled with an interest and shall be
irrevocable.
2. Release of Proxy. The Proxy granted in Section 1 shall
terminate with respect to ten percent of the shares of Common
Stock held by each Stockholder twelve months after the date
hereof, and the Proxy granted in Section 1 shall terminate with
respect to twenty-five percent of the shares of Common Stock held
by each Stockholder eighteen months after the date of this
Agreement.
3. Proxy Cards. Each Stockholder agrees that promptly upon
receipt of each notice of a meeting of stockholders of the
Company, the Stockholder will deliver to AMI the proxy card
included with the notice.
4. Termination. This Agreement, and the respective rights
and obligations of the parties hereto, shall terminate upon the
earlier to occur of the following: (i) the second anniversary of
the date hereof; or (ii) the sale of the Company, whether by
merger, sale or transfer of more than eighty percent (80%) of its
capital stock, or sale of substantially all of its assets.
5. Notices. All notices and other communications hereunder
shall be in writing and shall be deemed to have been given when
delivered or mailed by first class, registered or certified mail
(airmail if to or from outside the United States), return receipt
requested, postage prepaid, if to each Stockholder at his
respective address set forth on Schedule I hereto or on the
instrument of Accession pursuant to which he became a party to
this Agreement, and if to the investors, at their respective
addresses set forth on Schedule I hereto or to such other address
as the addressee shall have furnished to the other parties hereto
in the manner prescribed by this Section 5.
6. Specific Performance. The rights of the parties under
this Agreement are unique and, accordingly, the parties shall, in
addition to such other remedies as may be available to any of
them at law or in equity, have the right to enforce their rights
hereunder by actions for specific performance to the extent
permitted by law.
7. Entire Agreement. This Agreement constitutes the entire
agreement among the parties with respect to the subject matter
hereof and supersedes all prior agreements and understandings
between them or any of them as to such subject matter.
8. Waivers and Further Agreements. Any waiver by any party
of a breach of any provision of this Agreement shall not operate
or be construed as a waiver of any subsequent breach of that
provision or of any other provision hereof. Each of the parties
hereto agrees to execute all such further instruments and
documents and to take all such further action as any other party
may reasonably require in order to effectuate the terms and
purposes of this Agreement.
9. Amendments. Except as otherwise expressly provided
herein, this Agreement may not be amended except by an instrument
in writing executed by AMI and the Stockholders holding at least
two-thirds of all shares of Common Stock then subject to this
Agreement. No amendment to this Agreement shall become effective
until a copy thereof has been delivered to the Company.
10. Assignment; Successors and Assigns. This Agreement may
not be assigned by any party except that AMI may transfer its
rights hereunder in connection with its liquidation and
dissolution. This Agreement shall be binding upon and shall
inure to the benefit of the parties hereto and their respective
heirs, executors, legal representatives, successors and permitted
transferees, except as may be expressly provided otherwise
herein.
11. Severability. In case any one or more of the
provisions contained in this Agreement shall for any reason be
held to be invalid, illegal or unenforceable in any respect, such
invalidity, illegality or unenforceability shall not affect any
other provision of this Agreement and such invalid, illegal and
unenforceable provision shall be reformed and construed so that
it will be valid legal and enforceable to the maximum extent
permitted by law.
12. Counterparts. This Agreement may be executed in two or
more counterparts, each of which shall be deemed an original, but
all of which together shall constitute one and the same
instrument.
13. Section Headings. The headings contained in this
Agreement are for reference purposes only and shall not in any
way affect the meaning or interpretation of this Agreement.
14. Governing Law. This Agreement shall be construed and
enforced in accordance with and governed by the Delaware General
Corporation Law, including, without limitation, Sections 212 and
218 thereof as to matters within the scope thereof and with
respect to all other matters by the laws of the Commonwealth of
Massachusetts.
ADVANCED MOBILECOMM, INC.
By:___________________________
Name:
Title:
STOCKHOLDERS:
______________________________, as stockholder of Confidential
Communications
Xxxx X. Xxxxxx Corporation
______________________________, individually, as authorized agent
of Trucked Mobile
Xxxxx Xxxxx Radio Systems and as
stockholder of D&E
Communications, Inc. and Gulf States
Towers, Inc.
______________________________, as stockholder of Viking
Amusement Corp.
Xxxx Xxxxxxxxxx
______________________________, as stockholder of Viking
Amusement Corp.
Xxxx Xxxxxxxxxx
______________________________, as stockholder of A&D Mobile
Systems, Inc.
Xxxxx Xxxx Xxxx and Bayou Communications, Inc.
______________________________, as stockholder of A&D Mobile
Systems, Inc.
Xxxx Xxxxx Xxxx and Bayou Communications, Inc.
______________________________, as stockholder of FFC
Communications, Inc.
Xxxxx X. Xxxxxxx,
Individually and as Trustee
______________________________, as stockholder of FFC
Communications, Inc.
Xxxx X. Xxxxxx
______________________________, as stockholder of FFC
Communications, Inc.
Xxxxxxx X. Xxxxx
______________________________, as stockholder of FFC
Communications, Inc.
Xxxx Xxxxx
