EXHIBIT 99.2
EXHIBIT F
FORM OF VOTING
AGREEMENT
THIS VOTING AGREEMENT (this “
Agreement ”) is dated as of [_________], 20[__], by
and among Maple China Education Incorporated (formerly named The
Hartcourt Companies, Inc.), a Delaware corporation (the “
Company ”), Victor Zhou and Wilson Li as
representatives of the Company (the “ Hartcourt
Representatives ”), and the individuals and entities
listed on Schedule A to this Agreement (each a “
Sino-Canada Shareholders ” and together the “
Sino-Canada Shareholder ”). Capitalized
terms used, but not defined, herein shall have the meaning assigned
to them in the Definitive Agreement (defined below).
RECITALS
A. The
Company and the Sino-Canada Shareholders are party to that certain
Plan of Reorganization and Share Exchange Agreement (the “
Definitive Agreement ”), dated August 20, 2009, by and
among the Company, Hartcourt Education Investment Management
Consulting (Shanghai) Co., Ltd., a company existing under the
Company Law of the People’s Republic of China and wholly
owned subsidiary of Purchaser (“ Purchaser Sub
”), Sino-Canada Investment Group Inc., a company existing
under the Company Law of the People’s Republic of China
(“ Sino-Canada ”), Sino-Canada High School, a
private educational non-enterprise institution existing under the
laws of the People’s Republic of China, Wujiang Huayu
Property Management Company, a company existing under the Company
Law of the People’s Republic of China, Canadian Learning
Systems Corporation, a company existing under the laws of the
British Virgin Islands, the Sino-Canada shareholders listed on
Schedule A thereto (the “ Sino-Canada
Shareholders ”), and Ross Yuan, in the capacity as
representative of the Sino-Canada Shareholders, pursuant to which,
the parties agreed, among other things, that the Sin-Canada
Shareholders will sell, transfer, convey, assign and deliver to the
Purchaser Sub, free and clear of all Liens, all their rights, title
and interest in and to all of the issued and outstanding shares of
capital stock of Sino-Canada, in exchange for shares of common
stock of the Company.
B. As
a condition to the closing of the Definitive Agreement, The
Hartcourt Companies, Inc. and the Sino-Canada Shareholders have
agreed to enter into this Agreement.
C. Each
Sino-Canada Shareholder is the record and beneficial owner of such
number of shares of capital stock of the Company set forth opposite
such Sino-Canada Shareholder’s name on Schedule A to
this Agreement (hereinafter referred to as the “ Voting
Shares ”).
AGREEMENT
NOW THEREFORE, in consideration of
the mutual agreements contained herein and other good and valuable
consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties, intending to be legally bound, hereby
agree as follows:
1.
Representations and Warranties . Each of
the parties hereto, by their respective execution and delivery of
this Agreement, hereby represents and warrants to the other parties
hereto that:
(a) such party has the
full right, capacity and authority to enter into, deliver and
perform this Agreement;
(b) this Agreement has
been duly executed and delivered by such party and is a binding and
enforceable obligation of such party, enforceable against such
party in accordance with the terms of this Agreement;
and
(c) the execution,
delivery and performance of such party’s obligations under
this Agreement will not require such party to obtain the consent,
waiver or approval of any Person and will not violate, result in a
breach of, or constitute a default under any statute, regulation,
agreement, judgment, consent, or decree by which such party is
bound.
2. Shares
Subject to Agreement . Each Sino-Canada
Shareholder, severally and not jointly, agrees to vote all of its
Voting Shares in accordance with the provisions of this
Agreement.
3. Obligations
to Vote Voting Shares for Specific Nominee . At
any annual or special meeting called, or in connection with any
other action (including the execution of written consents) taken
for the purpose of electing directors to the board of directors of
the Company (the “ Board ”), each of the
Sino-Canada Shareholders agrees, for a period commencing from the
Closing Date and ending on the date immediately prior to the first
annual stockholder meeting of the Company held thereafter (the
“ Voting Period ”), to vote all of its Voting
Shares in favor of the two persons nominated by the Hartcourt
Representatives (the “ Hartcourt Directors ”)
and notified in writing by the Hartcourt Representatives to the
Sino-Canada Shareholders not less then 30 days in advance of the
meeting called for such purpose (or within 30 days of any requested
action by written consent).
4.
Obligations to Vote Voting
Shares for Removal of Director; Filling Vacancies
. During the Voting
Period, the Hartcourt Representatives shall have the right to
request the resignation or removal of any of the Hartcourt
Directors by notifying the Company and the Sino-Canada Shareholders
in writing. In such event, each of the Sino-Canada Shareholders
agrees to vote all of its Voting Shares in accordance with Section
3 in a manner that would cause the removal of the Hartcourt
Director(s), whether at any annual or special meeting called, or,
in connection with any other action (including the execution of
written consents) taken for the purpose of removing such director.
In the event of the resignation, death, removal or disqualification
of a Hartcourt Director, the Hartcourt Representatives shall
promptly identify a new director and, after written notice has been
given by the Hartcourt Representatives to the Board, the Board
shall elect such nominee to the vacancy created by the resignation,
death, removal or disqualification of the Hartcourt
Director.
5. Covenant to
Vote . Each Sino-Canada Shareholder shall appear
in person or by proxy at any annual or special meeting of
shareholders of the Company for the purpose of obtaining a quorum
and shall vote all Voting Shares owned by such Sino-Canada
Shareholder, either in person or by proxy, at any annual or special
meeting of shareholders of the Company called for the purpose of
voting on the election of directors or by written consent of
shareholders with respect to the election of directors, in favor of
the election of the Hartcourt Directors.
(a) Transfer
Restrictions . Each of the Sino-Canada
Shareholders hereby agrees that all transfers of the
Company’s capital stock
