LOGISOFT CORP.
SECOND VOTING AGREEMENT
Agreement made as of March 10, 2000 by and among Xxxxxx Xxxx, Xxxxxxx Xxxx
and Xxxxxx Xxxxxxx, all of whom have a business address at 0000
Xxxxxxxxx-Xxxxxxx Xxxx, Xxxxxxxx, XX 00000 (collectively, the "Holders"), Xxxxx
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Fox, Xxxxx Xxxxx, Xxxxxx Xxxx, Xxxx Xxxxxx, Van Xxxxx Xxxxxx Securities, and
Xxxxx Xxxxxxxxx (collectively, the "Shareholders") and Logisoft Corp. a Delaware
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corporation (the "Corporation").
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R E C I T A L S :
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I. The Holders have executed a Voting Agreement dated March 10, 2000
(the "Initial Agreement") with Xxxxxxx Xxxxxx, Xxxxx Xxxxxxxx, Xxxxxx Road,
Ltd., Xxxxxxx Xxxxxx, Corsica Marketing, Inc., Avenel Financial Group
(collectively, the "Initial Shareholders") pursuant to which, among other things
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(a) the Holders agree to vote certain of their shares of the $.0001 par value
common stock of the Corporation ("Common Stock") as directed by the Initial
Shareholders; and (b) the Initial Shareholders agree to vote certain of their
shares of Common Stock as directed by the Holders.
II. Each of the Shareholders now owns that number of the issued and
outstanding shares (the "Shares") of Common Stock set forth on Exhibit A to this
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Agreement.
III. The Shareholders, with a view to securing and retaining competent
management of the Corporation and in the best interests of all stockholders of
the Corporation, desire to enter into this Agreement with the Holders.
NOW, THEREFORE, pursuant to Section 218(c) of the General Corporation Law
of the State of Delaware, the parties agree as follows:
1. Term. This Agreement shall terminate and be of no further force or
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effect from and after the earliest of (a) the date on which the Initial
Agreement is terminated pursuant to the terms thereof, or (b) such time as none
of the Shareholders owns any Shares.
2. Legend. During the term of this Agreement, there shall be placed
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upon every certificate representing the Shares the following legend:
This certificate and the shares represented hereby are subject to, and
Transfer of such shares is restricted by, the provisions of an
agreement among the issuing corporation and certain of its
shareholders dated as of March 10, 2000, and any amendments thereto,
a copy of which agreement is on file at the principal office of
the corporation.
Such legend will be removed in the case of the sale or transfer of any or
all of either the Shares of a Shareholder or the shares of Common Stock of a
Holder, unless such sale or transfer shall be to an Affiliate, as such term is
defined in Section 5.
3. Voting of Shares. During the term of this Agreement, each of the
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Shareholders shall vote, or cause such Shareholder's proxies to vote, his or its
Shares (i) to maintain the number of Directors as designated by the Holders and
(ii) in favor of the election, removal or replacement of those nominees for
directors who are designated to the Shareholders in writing by the Holders.
Each Shareholder shall be present in person, by proxy or by other authorized
representative if permitted, at any properly noticed meeting of the
Corporation's stockholders or Board of Directors and shall execute any and all
written consents as requested by the Holders, in each case for the purpose of
complying with his or its obligations under this Agreement.
4. Exercise by Holders. The manner in which any of the rights of the
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Shareholders, including the rights to elect, remove and replace directors, are
to be exercised, shall be determined by the holders of a majority of the
aggregate number of shares of Common Stock owned by the Holders.
5. Transfer. Nothing in this Agreement shall prohibit the transfer or
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sale of any or all of the shares of Common Stock held by any Shareholder (a
"Transferor"). However, if such transfer or sale is made to an Affiliate of the
Transferor, the Affiliate shall assume the obligations of the Transferor
hereunder. An Affiliate shall mean (a) any person that directly or indirectly
through one or more intermediaries controls or is controlled by or is under
common control with the Transferor; (b) any Person which is an officer,
director, partner or trustee of, or serves in a similar capacity with respect
to, the Transferor; (c) any Person which is directly or indirectly the owner of
more than ten percent (10%) of any class of equity securities of the Transferor;
or (iv) the parents, siblings, children, stepchildren or spouse of the
Transferor, or any trust for the benefit of such Person or Persons. For
purposes of this Agreement, "Person" shall mean any individual, corporation,
business trust, estate, trust, partnership, limited partnership, association,
joint venture, limited liability company, governmental subdivision, agency or
instrumentality or any other legal or commercial entity.
6. Notices. Any notice required or permitted to be given under this
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Agreement shall be in writing and shall be to have been duly given (i) upon hand
delivery, or (ii) on the third day following delivery to the U.S. Postal Service
as certified or registered mail, return receipt requested and postage prepaid,
or (iii) on the first day following delivery to a nationally recognized United
States overnight courier service, fee prepaid, return receipt or other
confirmation of delivery requested. Any such notice or communication shall be
delivered or directed to the other parties at their addresses first set forth
above or at such other address as may be designated by a party in a notice given
to the other parties in accordance with the provisions of this paragraph.
7. Specific Performance. The parties hereto declare that it is
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impossible to measure in money the damages which will accrue to a party hereto,
or to such party's successors, assigns or legal or personal representatives, by
reason of the failure to perform any of the obligations under this Agreement.
Therefore, if any party, his successors, assigns or legal or personal
representatives, shall institute any action or proceeding, to enforce the
provisions of this Agreement, any person or entity against whom such action or
proceeding is brought hereby waives the claim or defense that money damages are
an adequate remedy and that therefore the party instituting the action or
proceeding is not entitled to specific performance of the terms of this
Agreement.
8. Miscellaneous.
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8.1 This Agreement shall be binding upon and shall inure to the benefit
of the parties hereto and their personal representatives, heirs, legatees,
successors and assigns, to the extent permitted or provided hereunder.
8.2 No waiver of any of the provisions of this Agreement or any of the
rights or remedies of the parties hereto shall be valid except if same be in
writing and signed by the party charged therewith. A waiver of any one or more
of the provisions hereof shall be limited to the particular instance specified
in such writing, and shall not be deemed a continuing waiver of such provision
or of any subsequent breach.
8.3 This Agreement constitutes the entire agreement of the parties and
may not be modified except by a written agreement signed by each of the parties
hereto. This Agreement supersedes any and all prior arrangements or agreements
among the parties with respect to the subject matter hereof. All remedies
provided herein shall be deemed to be in addition to and not in substitution for
any other remedies provided by law.
8.4 If any provision of this Agreement shall be held invalid or
unenforceable, such invalidity or unenforceability shall not affect any other
portion of this Agreement which shall be enforceable and carried out as if the
unenforceable or invalid provisions were not contained herein.
8.5 The headings of the paragraphs herein are inserted for convenience
only and do not constitute part of the Agreement.
8.6 This Agreement may be executed in several counterparts, each of
which shall be deemed an original and all of which shall be deemed to constitute
a single Agreement.
8.7 This Agreement shall be governed by and construed in accordance
with the laws of the State of Delaware, without giving effect to its conflicts
of laws principles.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
March 10, 2000.
HOLDERS:
/s/ Xxxxxx Xxxx
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Xxxxxx Xxxx
/s/ Xxxxxxx Xxxx
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Xxxxxxx Xxxx
/s/ Xxxxxx Xxxxxxx
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Xxxxxx Xxxxxxx
CORPORATION: SHAREHOLDERS:
/s/ Xxxxx Xxx
Logisoft Corp. -------------------------------
Xxxxx Xxx
/s/ Xxxxxx Xxxx
------------------------------- /s/ Xxxxx Xxxxx
By: Xxxxxx Xxxx, President -------------------------------
Xxxxx Xxxxx
/s/ Xxxxxx Xxxx
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Xxxxxx Xxxx
/s/ Xxxx Xxxxxx
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Xxxx Xxxxxx
Van Xxxxx Xxxxxx Securities
/s/
By: --------------------------
/s/ Xxxxx Xxxxxxxxx
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Xxxxx Xxxxxxxxx
EXHIBIT A
Shareholders
Name of Shareholder Number of Shares
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Xxxxx Xxx 873,250
Van Xxxxx Xxxxxx Securities 1,324,000
Xxxx Xxxxxx 200,000
Xxxxxx Xxxx 225,000
Xxxxx Xxxxx 537,344
Xxxxx Xxxxxxxxx 303,750
