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Exhibit 10.1
PARENT VOTING AGREEMENT
THIS
VOTING AGREEMENT (this “
Agreement ”)
is made and entered into as of July 16, 2007, by and among Zealous
Holdings, Inc., a Delaware corporation (the “
Company ”),
and each of the undersigned shareholders (each, a “
Shareholder ”)
of Atlantic Syndication Network, Inc., a Nevada corporation (the
“
Parent ”).
RECITALS
A.
Concurrently with the execution of this Agreement,
Parent, ASNI-II., a Delaware corporation and a wholly-owned
subsidiary of Parent (“
Merger Sub ”),
and the Company have entered into an Agreement and Plan of Merger
(the “
Merger Agreement ”),
which provides for the merger (the “
Merger ”)
of the Company with and into Merger Sub.
B.
Pursuant
to the Merger, all of the issued and outstanding shares of
capital stock of the Company will be canceled and converted
into the right to receive the consideration set forth in the
Merger Agreement upon the terms and subject to the conditions
set forth in the Merger Agreement.
C.
As of
the date hereof, each Shareholder Beneficially Owns (as
defined below) the number of Shares (as defined below) of
capital stock of Parent.
D.
In order
to induce the Company to execute the Merger Agreement, each
Shareholder undertakes to vote its Shares as provided in this
Agreement, and the execution and delivery of this Agreement
and the Proxy (as defined below) is a material condition to
the Company’s willingness to enter into the Merger
Agreement.
E.
As a
shareholder of Parent, each Shareholder will benefit from the
execution and delivery of the Merger Agreement and the
consummation of the transactions contemplated
thereby.
NOW,
THEREFORE, the parties hereto hereby agree as
follows:
1.
Certain Definitions .
Capitalized terms not defined herein shall have the meanings
ascribed to them in the Merger Agreement. For purposes of this
Agreement:
(a)
A Person shall
be deemed to “
Beneficially Own ”
a security if such Person has “beneficial ownership” of
such securities as determined pursuant to Rule 13d-3 under the
Securities Exchange Act of 1934, as amended.
(b)
“
Expiration Date ”
means the earlier to occur of (i) such date and time as the
Merger shall become effective in accordance with the terms and
provisions of the Merger Agreement and (ii) such date and time
as the Merger Agreement shall have been validly terminated pursuant
to Article VII thereof.
(c)
“
Options ”
means: (i) all securities Beneficially Owned by a Shareholder
as of the date of this Agreement that are convertible into, or
exercisable or exchangeable for, shares of capital stock of Parent,
including, without limitation, options, warrants and other rights
to acquire shares of Parent Ordinary Shares or other shares of
capital stock of Parent; and (ii) all securities of which such
Shareholder acquires Beneficial Ownership during the period from
the date of this Agreement through and including the Expiration
Date that are convertible into, or exercisable or exchangeable for,
shares of capital stock of Parent, including, without limitation,
options, warrants and other rights to acquire shares of Parent
Ordinary Shares or other shares of capital stock of
Parent.
(d)
“
Shares ”
means: (i) all shares of capital stock of Parent Beneficially
Owned by a Shareholder as of the date of this Agreement; and
(ii) all shares of capital stock of Parent of which such
Shareholder acquires Beneficial Ownership during the period from
the date of this Agreement through and including the Expiration
Date, including, without limitation, in each case, shares issued
upon the conversion, exercise or exchange of Options, but does not
mean any shares of capital stock of Parent disposed of by such
Shareholder after the date hereof.
2.
Agreement to Vote Shares .
(a)
Until the
Expiration Date, at every meeting of shareholders of Parent,
however called, at every adjournment or postponement thereof,
and on every action or approval by written consent of
shareholders of Parent with respect to any of the following,
each Shareholder shall vote, to the extent not voted by the
Person(s) appointed under the Proxy (as defined below), all of
its Shares or cause its Shares to be voted:
(i)
in favor
of (i) amending the Articles of Incorporation of the Parent to
change the name of the Parent to “Zealous Holdings,
Inc.,” (ii) amending the Articles of Incorporation of
the Parent to increase the number of shares of Parent Common
Stock which the Corporation is authorized to issue from
50,000,000 to 100,000,000 shares, (iii) amending the Articles
of Incorporation of the Parent to increase the number of
shares of Parent Preferred Stock which the Parent is
authorized to issue from 500,000 to 1,000,000 shares, (iv)
amending the Articles of Incorporation of the Parent to permit
the Board of Directors of the Parent to issue blank check
preferred stock, (vi) amending the Articles of Incorporation
of the Parent to authorize the Board of Directors to issue
convertible preferred stock, as set forth in the Certificate
of Designations attached hereto as Exhibit A, (vii) amending
the Articles of Incorporation of the Parent to to provide that
12 issued and outstanding shares of Parent Common Stock be
combined into one share of validly issued, fully paid, and
nonassessable share of Common Stock, (viii) the appointment of
Marcum & Kliegman LLP as the independent certified public
accountants of Parent for the year ending December 31, 2007
(ix) changing the State of incorporation of the Corporation to
Delaware (x) such other changes to the Articles of
Incorporation and/or By-Laws of the Parent that the Company
and Board of Directors of Parent deem reasonably necessary to
accomplish the Merger and (xii) any other actions
presented to holders of shares of capital stock of Parent that
would reasonably be expected to facilitate the Merger
Agreement, the issuance of the Parent Preferred Stock, the
Merger and the other actions and transactions contemplated by
the Merger Agreement or the Proxy; and
(ii)
against
approval of any proposal made in opposition to the Merger
Agreement or consummation of the Merger and the other
transactions contemplated by the Merger Agreement or the
Proxy.
(b)
Each
Shareholder shall not enter into any agreement or
understanding with any Person to vote or give instructions to
vote in any manner inconsistent with this
Section 2.
3.
Irrevocable Proxy .
Concurrently with the execution of this Agreement, each Shareholder
agrees to deliver to the Company an irrevocable proxy in the form
attached hereto as Exhibit A (the “
Proxy ”),
which shall be irrevocable to the fullest extent permitted by
applicable law, covering all of such Shareholder’s Shares.
Each Shareholder shall deliver additional proxies in the form or
Exhibit A covering any additional Shares which such
Shareholder acquires Beneficial Ownership during the period from
the date of this Agreement through and including the Expiration
Date, including, without limitation, in each case, shares issued
upon the conversion, exercise or exchange of Options.
4.
Representations, Warranties and Covenants of Each
Shareholder .
Each Shareholder, severally with respect to itself only,
represents, warrants and covenants to the Company as
follows:
(a)
It is
the Beneficial Owner of the Shares and the
Options.
(b)
It does
not Beneficially Own any shares of capital stock of Parent or
any securities convertible into, or exchangeable or
exercisable for, shares of capital stock of Parent, other than
the Shares and Options.
(c)
It has
the full power to dispose, vote or direct the voting of its
Shares.
(d)
Its
Shares are, and at all times up to and including the
Expiration Date such Shares will be, unless disposed of by
such Shareholder, Beneficially Owned by such Shareholder, free
and clear of any rights of first refusal, co-sale rights,
security interests, liens, pledges, claims, options, charges,
proxies, voting trusts or agreements, understandings or
arrangements, or any other encumbrances of any kind or
nature.
(e)
The
execution and delivery of this Agreement and the Proxy by such
Shareholder does not, and such Shareholder’s performance
of its obligations under this Agreement will not conflict with
or violate any order, decree, judgment, statute, law, rule,
regulation or agreement applicable to such Shareholder and its
Shares or Options, except where such conflict or violation
would not, individually or in the aggregate, materially impair
the ability of such Shareholder to perform his or her
obligations hereunder.
(f)
It has
all requisite power and authority to make, enter into and
perform the terms of this Agreement and the Proxy without
limitation, qualification or restriction on such power and
authority.
(g)
Except
as expressly contemplated herein, such Shareholder is not a
party to, and its Shares are not subject to or bound in any
manner by, any contract or agreement relating to such Shares,
including without limitation, any voting agreement, option
agreement, purchase agreement, shareholders’ agreement,
partnership agreement or voting trust.
5.
Consents and Waivers .
Each Shareholder (not in his or her capacity as a director or
officer of Parent) hereby gives all consents and waivers that may
be reasonably required from him or her for the execution and
delivery of this Agreement and the Proxy under the terms of any
agreement or instrument to which such Shareholder
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