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SPORTS SUPPLEMENT ACQUISITION GROUP, INC. VOTING AGREEMENT
THIS VOTING AGREEMENT (this “Agreement”) is entered
into as of the 10th day of December, 2008, by and among Sports
Supplement Acquisition Group, Inc., a Delaware corporation (the
“Company”), and Proviant Technologies, Inc., an
Illinois corporation (“Proviant”) and The James Klein
Family Trust (“Klein” and, together with Proviant, the
“Shareholders”).
RECITALS:
A. Klein owns a majority of the issued and outstanding
shares of Common Stock, par value $0.001 per share (the
“Common Stock”), of the Company on the date hereof.
B. Pursuant to that Asset Purchase, Technology Transfer
and License Agreement by and between the Company and Proviant,
dated of even date herewith (the “Purchase Agreement”),
Proviant agreed to transfer or license to the Company certain
assets in return for the consideration set forth in the Purchase
Agreement, which consideration included 400 shares of the
Company’s Common Stock, on the terms and conditions set forth
in the Purchase Agreement. Capitalized terms used herein
but not otherwise defined shall have the respective meanings
ascribed to them in the Purchase Agreement.
C. In order to induce Proviant to enter into the
Purchase Agreement, Klein has agreed to enter into this Voting
Agreement to provide certain voting agreements with respect to the
election of the directors to the Company’s Board of
Directors.
NOW, THEREFORE, in consideration of the mutual promises and other
consideration hereinafter set forth, the receipt and sufficiency of
which are hereby acknowledged by the parties hereto, the parties
agree as follows:
1. VOTING.
Pursuant to the By-laws of the Company, the number of directors to
comprise the Company’s Board of Directors (the “Company
Board”) has been fixed at five. Each Shareholder
hereby agrees that from and after the date hereof, such Shareholder
will vote all shares of the Company’s capital stock over
which such Shareholder has voting control or are owned by such
Shareholder, beneficially or of record, on the record date fixed
for a determination of those shareholders entitled to vote in any
election of directors of the Company, or will cause such shares to
be voted and shall take all other necessary or desirable actions
within such Shareholder’s control (including in his or her
capacity as a shareholder, director, member of a board committee or
officer of the Company or otherwise, and including, without
limitation, attendance at meetings in person or by proxy for
purposes of obtaining a quorum and execution of written consents in
lieu of meetings), and the Company shall take all necessary or
desirable actions within its control (including, without
limitation, calling special board and shareholder meetings), so
that:
(i) the
authorized number of directors on the Company Board is established
and remains at five directors, except as otherwise set forth herein
or, until such time as the Notes are paid in full, with the written
consent of Proviant, not to be unreasonably withheld;
(ii) there
shall be elected to the Company Board (A) Klein and two persons
nominated by Klein, (B) one person nominated by Proviant (the
“Proviant Director”), and (C) one person nominated by
Cynergi Holdings;
(iii) any
committees of the Company Board shall be created only upon the
approval of a majority of the Company Board and the membership of
each such committee (if any) shall include the Proviant
Director;
(iv)
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