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EXHIBIT 10.2
April 26, 2000
Northwood Ventures LLC
Northwood Capital Partners LLC
000 Xxxxxxxxx Xxxxxxxxx, Xxxxx 000
Xxxxxxx, XX 00000
Attn: Xxxxx X. Xxxxxx
Xxxxxxxx X. Xxxxxxx
0000 00xx Xxxxxx, X.X.
Xxxxxxxxxx, X.X. 00000
Re: Voting Agreement re Xxxxxxx.xxx, Incorporated
Gentlemen:
Reference is made to that certain Voting Agreement, dated as of April
26, 2000 (the "Agreement"), by and among E2Enet, Inc., a Delaware corporation
("E2E"), Northwood Capital Partners LLC, a New York limited liability company
("Northwood Capital"), Northwood Ventures LLC, a New York limited liability
company ("Northwood Ventures" and, together with Northwood Capital,
"Northwood"), Xxxxxxxx X. Xxxxxxx ("Ledecky"), and each of the other
shareholders of Xxxxxxx.xxx, Incorporated ("Buyline") listed on the signature
pages to the Agreement. Capitalized terms used but not defined herein shall have
the meanings given to such terms in the Agreement.
Notwithstanding any other provision of the Agreement, effective as of
the fifth (5th) anniversary of the execution of the Agreement, E2E irrevocably
waives Northwood's and Ledecky's obligations under Section 2 of the Agreement
and agrees not to exercise its right to vote any Shares held by Northwood and
Ledecky except as otherwise directed by Northwood and/or Ledecky. In the event
that the Shares held by E2E, Northwood, Ledecky and the Shareholders
collectively represent less than 25% of the Common Stock, and counsel to E2E and
U.S. Technologies Inc. determines that Northwood and Ledecky's obligations under
Section 2 of the Agreement are not reasonably necessary for Buyline to be
considered a "controlled subsidiary" of E2E for purposes of the Investment
Company Act of 1940, as amended, and as in effect from time to time, E2E agrees
to waive such obligations. E2E agrees that any future waivers under the
Agreement shall apply pro rata to Northwood and Ledecky.
Each of E2E, Northwood and Ledecky agrees to vote its or his respective
Shares to cause the Buyline Board of Directors (the "Board") to be composed of
seven (7) members, including three members nominated by E2E, one member
nominated by Northwood, Xxxxxx
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Xxxx, Xx Xxxxx and Xxxxxxx Xxxxx. Northwood's initial representative shall be
Xxxxx X. Xxxxxx.
At any time from and after the date that is (30) thirty months after
the date of the Agreement, if Northwood and/or Ledecky enter into an agreement
to sell any of their respective Shares pursuant to a bona fide offer by a
non-affiliated third party, E2E agrees, at its option, either (i) to waive
irrevocably its rights to vote any of such Shares being sold by Northwood and/or
Ledecky or (ii) to purchase such Shares being sold by Northwood and/or Ledecky
on the same terms and conditions as those contained in such offer.
With respect to any sale or disposition by E2E to a third party of any
Shares held by it, Northwood and Ledecky shall have the right to sell to such
third party, on the same terms and conditions as E2E is proposing to sell or
dispose of its Shares, the same proportion of their respective Shares as is
being sold by X0X. X0X shall provide Northwood and Ledecky with prior written
notice of any such sale or disposition, which notice shall include all of the
material terms and conditions of the proposed transfer and copies of each
agreement or other document pursuant to which the transfer will be effected.
Within ten (10) days of receipt of such notice, Northwood and Ledecky shall have
the right, to be exercised by written notice to E2E, to require E2E to cause the
purchaser of E2E's shares to include Northwood or Ledecky's shares as part of
the proposed sale or disposition transaction in accordance with the provisions
of this paragraph.
Except as expressly modified hereby, all other terms and conditions of
the Agreement remain in full force and effect.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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Please acknowledge your understanding of and agreement with the
foregoing by signing this letter agreement as indicated below.
Sincerely,
E2ENET, INC.
By: /s/ C. Xxxxxxx Xxxxx
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Name: C. Xxxxxxx Xxxxx
Title: President
ACKNOWLEDGED AND AGREED TO BY:
NORTHWOOD CAPITAL PARTNERS LLC
By: /s/ Xxxxx X. Xxxxxx
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Name: Xxxxx X. Xxxxxx
Title: Managing Director
NORTHWOOD VENTURES LLC
By: /s/ Xxxxx X. Xxxxxx
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Name: Xxxxx X. Xxxxxx
Title: Managing Director
XXXXXXXX X. XXXXXXX
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