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Exhibit
10.7
FIRST AMENDMENT
TO
AMENDED AND RESTATED VOTING AGREEMENT
This
First Amendment (this “First Amendment ”)
to Amended and Restated Voting Agreement (the “
Restated Original Voting Agreement ”), dated as
of May 31, 2007, is by and among New World Brands, Inc., a
Delaware corporation (the “ Company ”),
Qualmax, Inc., a Delaware corporation (“ Qualmax
”), P&S Spirit, LLC, a Nevada limited liability
company (“ P&S ”), Selvin Passen, M.D.
(“ Dr. Passen ”), Oregon Spirit, LLC, a
Nevada limited liability company (“ Oregon Spirit
”), and, solely for purposes of Section 21 of the
Restated Original Voting Agreement, M. David Kamrat, an
individual (“ D. Kamrat ”), Jane Kamrat, an
individual (“ J. Kamrat ”), Noah Kamrat, an
individual (“ N. Kamrat ”), Tracy Habecker,
an individual (“ T. Habecker ” and together
with D. Kamrat, J. Kamrat and N. Kamrat the “ Kamrat
Family ”, and the Kamrat Family and Qualmax together
the “ Qualmax Holders ”). Each
of Qualmax, P&S, Dr. Passen and Oregon Spirit are herein
referred to as a “ Voting Stockholder ,”
and together as the “ Voting Stockholders
.” All capitalized terms not otherwise
defined herein shall have the meanings ascribed to them in the
Restated Original Voting Agreement.
RECITALS:
WHEREAS,
on December 29, 2006, the parties entered into an Amended and
Restated Voting Agreement;
WHEREAS,
the parties recognize with extreme sadness the passing of
Sylvia Passen on March 14, 2007, and the shares of stock of
the Company previously owned by Selvin and Sylvia Passen,
TBTE, are now owned by Dr. Passen; and
WHEREAS,
in relation to that First Amendment to Amended and Restated
Stock Subscription and Share Transfer Agreement of even date
herewith among the Company and P&S Spirit, the parties
desire to amend the Restated Original Voting Agreement as
provided herein.
NOW,
THEREFORE, in consideration of the premises and the mutual
agreements herein set forth, the parties hereto desire to
amend the Restated Original Voting Agreement to reflect the
aforementioned and certain other changes thereto as set forth
herein:
1. Section
2 of the Restated Original Voting Agreement shall be amended
and replaced in its entirety, effective as of the effective
date of this First Amendment, to read as follows:
“2.
Nominations of Directors .
“(a) Qualmax
shall be entitled at all times until the 2009 annual meeting
of the stockholders of the Company to designate two (2)
individuals (the “ Qualmax Nominees ”) to
serve as directors, which Qualmax Nominees shall initially be
M. David Kamrat and Noah Kamrat. Noah Kamrat shall
be a Class II director and M. David Kamrat
shall be a Class III
director. Duy Tran previously resigned as a
director.
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