Exhibit 4.1
Execution Version
STOCKHOLDER VOTING AGREEMENT
THIS STOCKHOLDER
VOTING AGREEMENT (this “ Agreement ") is made this
12th day of September, 2008, by and among Liberty Tire Services,
LLC, a Delaware limited liability company (“ LTS
”); Liberty Tire Services of Ohio, LLC, a Delaware limited
liability company and wholly owned subsidiary of LTS (“
Purchaser ”); GreenMan Technologies, Inc., a Delaware
corporation (“ GTI ”); GreenMan Technologies of
Iowa, Inc., an Iowa corporation and wholly owned subsidiary of GTI
(“ GTIA ”); GreenMan Technologies of Minnesota,
Inc., a Minnesota corporation and wholly owned subsidiary of GTI
(“ GTMN ” and, together with GTIA, “
Sellers ”); and the stockholders of GTI listed on
Schedule A to this Agreement (collectively, the “
Stockholders ” and each, individually, a “
Stockholder ”).
WHEREAS, as of the date hereof, the
Stockholders are the legal and beneficial owners of record of
shares of Common Stock of GTI as set forth on Schedule A
attached hereto (such shares, together with any shares of Common
Stock or other voting or equity securities of GTI hereafter
acquired by any Stockholder prior to the termination of this
Agreement, being referred to herein collectively as the “
Shares ”);
WHEREAS, pursuant to the Asset Purchase
Agreement dated as of the date hereof (the “ Purchase
Agreement ”), by and among LTS, Purchaser, GTI, and
Sellers, Purchaser has agreed to acquire substantially all of the
assets related to or used in connection with Sellers’
businesses of tire collection, disposal, shredding, processing,
recycling and sale of used tires, including without limitation the
production of tire derived fuel chips, tire derived mulch, tire
shreds, crumb rubber and other tire derived feedstock, located
primarily in Iowa and Minnesota, although they also conduct
business in Illinois, Indiana, Kansas, Michigan, Missouri,
Nebraska, North Dakota, South Dakota and Wisconsin (such assets, as
more specifically defined in the Purchase Agreement, the “
Purchased Assets ”);
WHEREAS, as a condition to the willingness of
Purchaser to enter into the Purchase Agreement, Purchaser has
required that the Stockholders agree, and in order to induce the
Purchaser to enter into the Purchase Agreement, the Stockholders
are willing to agree, during the Term (as defined below), to vote
in favor of the adoption of the Purchase Agreement, the sale and
purchase of the Purchased Assets and the transactions contemplated
by the Purchase Agreement and each other agreement contemplated
thereby (the “ Contemplated Transactions ”) and
to restrict the transfer or disposition of any of the Shares;
and
WHEREAS, capitalized terms used in this
Agreement without definition shall have such meanings as ascribed
to them under the Purchase Agreement.
NOW, THEREFORE, in consideration of the
foregoing and the mutual covenants and agreements contained herein,
and for other good and valuable consideration, the receipt of which
is acknowledged by each party hereto, and intending to be legally
bound hereby, the parties hereby agree, severally and not jointly,
as follows:
Section
1. Voting of
Shares . Each Stockholder covenants and agrees that
during the period beginning on the date hereof and ending on the
earlier to occur of (i) the Effective Time and (ii) the termination
of the Purchase Agreement in accordance with its terms (such date,
the “ Expiration Date ”), at any regular,
special or adjourned meeting of the stockholders of GTI, however
called (a “ Stockholders’ Meeting ”), and
in any action by written consent of the stockholders of GTI (a
“ Written Consent ”), such Stockholder will
vote, or cause to be voted by proxy or otherwise, all of its
respective Shares (i) in favor of the adoption of the Purchase
Agreement (as the Purchase Agreement may be modified or amended
from time to time in a manner not adverse to the Stockholders) and
the approval of the Contemplated Transactions, and (ii) against any
Acquisition Proposal and against any other action or transaction
that may reasonably be construed to make the consummation of the
Contemplated Transactions by Purchaser more difficult or
expensive. Prior to the Expiration Date, no Stockholder
shall enter into any agreement or understanding with any person or
vote or give instructions in any manner inconsistent with this
Section 1.
Section
2. Transfer of
Shares . Each Stockholder covenants and agrees that
during the Term that such Stockholder will not directly or
indirectly (i) sell, assign, transfer (including by merger,
interspousal disposition pursuant to a domestic relations
proceeding or otherwise by operation of law), pledge, encumber or
otherwise dispose of any of its Shares, (ii) deposit any of its
Shares into a voting trust or enter into a voting agreement or
arrangement with respect to the Shares or grant any proxy or power
of attorney with respect thereto which is inconsistent with this
Agreement or (iii) enter into any contract, option or other
voluntary arrangement or undertaking with respect to the direct or
indirect sale, assignment, transfer (including by merger,
interspousal disposition pursuant to a domestic relations
proceeding or otherwise by operation of law) or other disposition
of any Shares. In the event any party to this Agreement
dies prior to the Expiration Date, then this Agreement shall be
binding on the descendants, executors, administrators, heirs and
assigns of such party. Any action or attempted action in
violation of this Agreement shall be null and void.
Section
3. Representations and
Warranties of the Stockholders . Each Stockholder on
its own behalf hereby severally represents and warrants to
Purchaser, solely with respect to itself and its ownership of its
Shares, but not with respect to any other Stockholder, as
follows:
(a)
Ownership of Shares . On the date hereof, and
except as specifically set forth on Schedule A attached
hereto, such Shares are owned of record,
legally, beneficially and exclusively by such
Stockholder. Such Stockholder has sole voting power,
without restrictions, with respect to all of such
Shares. Such Stockholder does not beneficially own any
shares of capital stock of GTI other than the Shares.
(b)
Power; Binding Agreement . Such Stockholder has
the legal capacity, power and authority to enter into and perform
all of its obligations under this Agreement. This Agreement has
been duly and validly executed and delivered by such Stockholder
and constitutes a valid and binding obligation of such Stockholder,
enforceable against such
