And Voting Agreement Sample Contracts

RECITALS
And Voting Agreement • November 12th, 2003 • Advanced Lighting Technologies Inc • Electric lighting & wiring equipment • Illinois
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WITNESSETH:
And Voting Agreement • December 23rd, 2004 • Affiliated Computer Services Inc • Services-computer processing & data preparation • Delaware
FIRST AMENDMENT TO LOCK-UP AND VOTING AGREEMENT
And Voting Agreement • May 13th, 2021 • Wireless Telecom Group Inc • Communications equipment, nec

This First Amendment to Lock-Up and Voting Agreement (this “Amendment”), effective as of February ____, 2021, is by and between Wireless Telecom Group, Inc., a New Jersey corporation (the “Company”), and [NAME OF STOCKHOLDER] (“Stockholder”). The Company and Stockholder are collectively referred to herein as the “Parties”.

FORM OF CONVERSION, SUPPORT AND VOTING AGREEMENT
And Voting Agreement • January 17th, 2023 • Shockwave Medical, Inc. • Surgical & medical instruments & apparatus • British Columbia

WHEREAS SMG is (i) the holder of the Restated Senior Secured Convertible Note issued by Corporation, on March 23, 2022, to SMG in the initial principal amount of US$13,000,000 (the "Convertible Note") (which amended and restated that certain prior senior secured convertible note dated as of May 28, 2020 issued by the Corporation to SMG), with the Convertible Note being convertible into Shares (and, in the event that the Convertible Note Conversion (as defined herein) occurs prior to the record date for purposes of determining the Shareholders entitled to notice of and to vote at the Meeting, such shares shall be deemed to be the “Conversion Shares”), (ii) the beneficial owner of [●] Shares (the “Owned Shares” and, together with the Conversion Shares, the “Subject Securities”) and (iii) the holder of the warrants set forth on Exhibit A (collectively, the “Warrants”);

EX-2 3 dex2.htm IRREVOCABLE PROXY AND VOTING AGREEMENT Execution Copy IRREVOCABLE PROXY AND VOTING AGREEMENT
And Voting Agreement • May 5th, 2020 • Delaware

IRREVOCABLE PROXY AND VOTING AGREEMENT, dated as of August 10, 2005 (this “Agreement”), among Daou Systems, Inc., a Delaware corporation (the “Company”), Proxicom, Inc., a Delaware corporation (“Parent”), PRX Acquisition Sub, Inc., a Delaware corporation (“Merger Sub”), Galen Partners III, L.P., Galen Partners International III, L.P., and Galen Employee Fund III, L.P., each a Delaware limited partnership (each a “Galen Fund” and together, the “Galen Funds”), and Vincent K. Roach in his individual capacity (“Roach” and together with the Galen Funds, the “Stockholders” and each a “Stockholder”).

FORM OF LOCK-UP AND VOTING AGREEMENT BETWEEN GPRE AND CERTAIN VBV AFFILIATES
And Voting Agreement • October 27th, 2008 • NTR PLC • Industrial organic chemicals • Iowa

This Lock-up and Voting Agreement, dated as of May 7, 2008, (this "Agreement"), is between Green Plains Renewable Energy, Inc., an Iowa corporation ("GPRE"), and the affiliate of VBV LLC, a Delaware limited liability company ("VBV"), whose signature appears on the signature page hereof (the "VBV Affiliate").

RECITALS
And Voting Agreement • February 14th, 2002 • McLeodusa Inc • Radiotelephone communications • Delaware
EX-99.1 3 dex991.htm SHAREHOLDER SUPPORT AND VOTING AGREEMENT SHAREHOLDER SUPPORT AND VOTING AGREEMENT BY AND AMONG GENERAL MOTORS HOLDINGS LLC, GOALIE TEXAS HOLDCO INC., FAIRHOLME CAPITAL MANAGEMENT, L.L.C., FAIRHOLME FUNDS, INC. AND BRUCE R....
And Voting Agreement • May 5th, 2020 • Texas

THIS SHAREHOLDER SUPPORT AND VOTING AGREEMENT, dated as of July 21, 2010 (this “Agreement”), is entered into by and among General Motors Holdings LLC, a Delaware limited liability company (the “Parent”), Goalie Texas Holdco Inc., a Texas corporation and a direct wholly owned subsidiary of Parent (“Merger Sub”, and together with Parent, the “Goalie Parties”) and Fairholme Capital Management, L.L.C. (“FCM”), Fairholme Funds, Inc. (“FFunds”) and Bruce R. Berkowitz (“Mr. Berkowitz” and collectively with FCM and FFunds, the “Shareholders”).

RECITALS
And Voting Agreement • February 4th, 2002 • Forstmann Little & Co Sub Debt & Eq MGMT Buyout Par Vii Lp • Radiotelephone communications • Delaware
Contract
And Voting Agreement • May 5th, 2020 • New York

EX-2.3 4 parkcitygroup8k083108ex2-3.htm FORM OF VOTING AGREEMENT LOCK-UP AND VOTING AGREEMENT This Lock-up and Voting Agreement, dated as of August __, 2008, (this "Agreement"), is entered into by and among Park City Group, Inc., a Nevada corporation ("Parent") and those stockholders of Prescient Applied Intelligence, Inc., a Delaware corporation (the "Company"),whose signatures appear on the signature pages hereof (each a "Company Stockholder" and collectively the "Company Stockholders"). All capitalized terms used herein without definition having the respective meanings ascribed to them in the Merger Agreement (as defined below). Recitals Prior to the execution of this Agreement, the Company Stockholders own shares of the Company’s common stock (“Common Stock”), the Company’s Series E Preferred Stock (“Series E Stock”), and the Company’s Series G Preferred Stock (“Series G Stock”). The number of shares of Common Stock, Series E Stock and Series G Stock owned by each of the Company St

STOCKHOLDER TENDER AND VOTING AGREEMENT
And Voting Agreement • December 16th, 2005 • Trilogy, Inc. • Services-prepackaged software • Delaware

THIS STOCKHOLDER TENDER AND VOTING AGREEMENT (this "Agreement") dated as of December 7, 2005, is made and entered into by and among Trilogy, Inc., a Delaware corporation ("Parent"), V Acquisition, Inc., a Delaware corporation and wholly owned subsidiary of Parent ("Sub"), and each other Person listed on the signature pages hereof (each, a "Stockholder"). Capitalized terms not defined herein have the meanings ascribed to such terms in the Agreement and Plan of Merger dated of even date herewith (as the same may be amended from time to time, the "Merger Agreement") by and among Parent, Sub and Versata, Inc., a Delaware corporation (the "Company").

FORM OF IRREVOCABLE PROXY AND VOTING AGREEMENT IRREVOCABLE PROXY AND VOTING AGREEMENT
And Voting Agreement • March 11th, 1999 • Sodak Gaming Inc • Wholesale-professional & commercial equipment & supplies
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